**EXHIBIT10.34**

 

LOAN AGREEMENT

 

SA Holding LLC

Fox Wood

88 Old RoxburyRoad

Roxbury, CT  06783

 

June 10, 2009

 

Affinity Group, Inc.

2575 Vista Del MarDrive

Ventura, CA 93001

 

Gentlemen:

 

You have advised us that Affinity Group, Inc (“AGI”)recently entered into a tenth amendment (the “Amendment”) to its Amended andRestated Credit Agreement dated as of June 24, 2003, as amended, among AGI, the guarantors partythereto, the lenders party thereto, Canadian Imperial Bank of Commerce, assyndication agent and as administrative agent and General Electric CapitalCorporation, as documentation agent (as amended by the Amendment, the “SeniorSecured Credit Agreement”). The Senior Secured Credit Agreement requires an Adams Party (capitalizedterms used herein and not otherwise defined herein shall have the meaningsgiven to them in the SeniorSecured Credit Agreement) to loan to AGI, or cause to have loaned to AGI, interestpayable under the SeniorSecured Credit Agreement on $16,000,000 in aggregate principal amount of theTerm Loans outstanding on the date of the Amendment (the “Loan Commitment”).You have advised us that the Loan Commitment is anticipated to aggregateapproximately $2 million through the maturity of AGI’s indebtedness under the Senior Secured Credit Agreement.

 

SA Holding LLC (“SAH”) is an affiliate of the Adams Parties, StephenAdams being the sole owner of SAH.  AGIhas requested that SAH make loans to AGI up to the amount of the LoanCommitment.  SAH has agreed to do so onthe terms set forth in the promissory note attached hereto as Exhibit A(the “Note”).  We acknowledge that theNote is subordinate in right of payment to the obligations of AGI under theSenior Secured Credit Agreement (but not subordinated in right of payment toany other obligation of AGI) and that the Note is unsecured.

 

In order toconfirm that the foregoing properly reflects our understanding regarding theLoan Commitment, we would appreciate your executing a copy of this letter,which has been enclosed for that purpose, together with an executed original ofthe Note.  Upon receipt of such executedcounterpart of this letter agreement and the Note, we agree to make loans underthe Note upon not less than five business day’s request detailing the amount ofthe advance and the requested date of funding. Upon receipt of such executed counterpart, this letter agreement shallconstitute a binding loan agreement between us on the terms and conditionscontained herein.

 

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This letter agreement contains the entire agreement between us withrespect to the subject matter hereof and no prior oral or written agreement,and no contemporaneous oral representations or agreements between us withrespect to the subject matter of this letter agreement shall be of any force oreffect.  The making of this agreement hasnot been induced by any representations, understandings or other considerationsnot specifically enumerated herein.  Anyadditions, amendments or modifications to this letter agreement shall be of noforce or effect unless in writing and signed by both of us. This letteragreement is made under, and shall be construed and enforced in accordancewith, the laws of the State of Minnesota applicable to agreements made and tobe performed solely therein, without giving effect to principles of conflictsof law.  The provisions of this letteragreement shall be binding upon, and inure to the benefit of, the partieshereto and their respective successors and assigns This letter agreement may beexecuted in any number of counterparts, each of which when so executed anddelivered, shall constitute an original hereof and it shall not be necessary inmaking proof of this letter agreement to produce or account for more than oneoriginal counterpart thereof.

 

 
|   | Very truly  yours, |
|--------|--------------------|
|   |               |
|   |               |
|   | SA Holding LLC     |
|   |               |
|   | By:                | /s/ Stephen  Adams |
|   |               | Stephen Adams |
|   | Its:               | Sole Member |

 

Accepted andagreed to as

of the date firstabove written

 

Affinity Group, Inc.

 
| By:    | /s/ Michael  Schneider   |   |
|--------|--------------------------|--------|
|   | Michael  Schneider       |   |
| Its:   | Chief Executive  Officer |   |

 

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