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Holiday RV Announces Status of Loan Agreement and Other Matters

Holiday RV Announces Status of Loan Agreement and Other Matters

    LINCOLNSHIRE, Ill., Jan. 17 /PRNewswire-FirstCall/ --
Holiday RV Superstores, Inc. announced today that the Company's
major investor has advanced an additional $1.3 million to the Company pursuant
to an amendment to the Loan Agreement between the Company and the investor.
The Company will use the $1.3 million advance to pay certain indebtedness of
the Company.  The Company is obligated to reduce the principal amount of the
debt owed under the Loan Agreement from the proceeds of sales of certain
inventory and certain other assets owned by the Company.  After the $1.3
million advance, the Company owes the investor approximately $12.3 million
under the Loan Agreement which, pursuant to the amendment, is payable upon
demand and all of which is senior secured debt.  In addition, the Company is
in default on an additional $5.1 million in secured debt owed to the investor.
    As stated above, the Company is currently in default on a $5.1 million
loan owed to the investor.  Further, the $12.3 million owed to the investor is
due and payable upon demand.  There can be no assurance as to the actions
which the investor may take with regard to the loans.  The Company does not
have the funds to repay either of these loans and therefore, if the investor
were to demand the Company to repay either of these loans, such action would
have a material adverse consequence on the Company and raise substantial
doubts as to the Company's ability to continue as a going concern.
    Pursuant to the amendment to the Loan Agreement, the investor has agreed
to convert the shares of Series A and Series AA-2 Preferred Stock, plus
accrued dividends, which he owns into an aggregate of 5,308,940 shares of the
Company's common stock.  Additionally, concurrent with the conversion of the
major investor's shares of Preferred Stock, a second holder of shares of the
Company's Series A Preferred Stock will convert his preferred shares into
806,452 shares of the Company's common stock.
    After these transactions, the investor will hold of record 71.1% of the
outstanding common stock of the Company.  As a result, since the Company's
Certificate of Incorporation and By-Laws do not provide for cumulative voting,
the investor will be in a position to elect the entire Board of Directors of
the Company and thereby control the Company.
    The Company also announced today that its Board of Directors has organized
a Special Oversight Committee, consisting of the members of the Company's
Audit Committee.  The Special Oversight Committee has been directed to oversee
management's activities in connection with the daily operations of the
Company.
    As previously announced, the Company has received a staff determination
from The Nasdaq Stock Market that its common stock is subject to delisting
from the Nasdaq SmallCap Market.  The Company has previously requested a
hearing before the Nasdaq Listing Qualifications Panel in an effort to
continue its listing.
    As of this date, the Company is evaluating whether it is in the best
interests of the Company to continue to pursue the Company's previously
announced appeal, since it appears unlikely, based upon the Company's current
situation, that the Company will be able to show current and future compliance
with the Nasdaq Marketplace Rules requiring that the Company maintain certain
minimum stockholders' equity and market value of publicly held shares.  While
no decision has yet been made as to whether to abandon the hearing and accept
a delisting of the Company's common stock from the Nasdaq SmallCap Market, it
now appears probable that the Company's common stock will be delisted.  If the
Company's common stock is delisted from the Nasdaq SmallCap Market, the
Company expects that its common stock would be quoted on the Bulletin Board
maintained by the NASD and on the "pink sheets" published by the National
Quotations Bureau.

    About Holiday RV
    Holiday RV operates retail stores in Florida, Kentucky, New Mexico, South
Carolina, and West Virginia.  Holiday RV, the nation's only publicly traded
national retailer of recreational vehicles and boats, sells, services and
finances more than 90 RV brands.

    The private Securities Litigation Reform Act of 1995 provides a "Safe
Harbor" for certain forward-looking statements.  The statements contained in
this news release that are not historical facts are forward-looking statements
based on the Company's current expectations and beliefs concerning future
developments and their potential effects on the Company.  There can be no
assurance these expectations and beliefs about future events are accurate.
Actual results may differ from those projected in the forward-looking
statements.  These forward-looking statements involve significant risks and
uncertainties (some of which are beyond the control of the Company) and are
subject to change based upon various factors.  These factors include the
following:  the fact that our auditors have expressed doubt concerning our
ability to continue as a going concern; our ability to obtain sufficient
working capital from operations and other sources to meet our operating
requirements; our ability to service our debt, including debt due on demand
and debt currently in default; our ability to successfully restructure our
debt on terms acceptable to the Company and to service such restructured debt;
our ability to obtain new floor plan financing for future purchases of
inventory; our ability to maintain good relationships with our vendors and
customers; competition in the RV retail market, including pricing pressures;
and general economic factors which affect the RV industry.  The Company
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.  For a more detailed discussion of some of the ongoing risks and
uncertainties of the Company's business, please see our filings with the
Securities and Exchange Commission.