**Exhibit 10.42**

 

**FIRST AMENDMENT AND LIMITED WAIVER TO**

**SECOND AMENDED AND RESTATED CREDIT AGREEMENT**

 

THISFIRST AMENDMENT AND LIMITED WAIVER TO SECOND AMENDED AND RESTATED CREDITAGREEMENT (the “**Amendment**”)is entered into as of August 12, 2010 by and among AFFINITY GROUP, INC.,a Delaware Corporation (the “**Borrowe**r”),as a Borrower and as a Credit Party, the CREDIT PARTIES party hereto (each a “**Credit Party**” and, collectively,the “**Credit Parties**”), the LENDERS partyhereto (each a “**Lender**”and, collectively, the “**Lenders**”)and WILMINGTON TRUST FSB, as administrative agent for the Lenders (the “**Agent**”).

 

A.            WHEREAS, Agent, Lenders and CreditParties are parties to that certain Second Amended and Restated CreditAgreement dated as of March 1, 2010 (as heretofore and hereafter amended,supplemented, modified and/or restated from time to time, the “**Credit Agreement**”), pursuant towhich the Lenders made/make Loans to the Borrower;

 

B.            WHEREAS, the Credit Parties haverequested that Agent and Lenders agree to modify certain terms of the CreditAgreement; and

 

C.            WHEREAS, the Agent and Lenders haveagreed to the foregoing requests, subject in all respects to the terms andconditions set forth in this Amendment.

 

NOW,THEREFORE, in consideration of the terms and conditions, premises and the othermutual covenants contained herein, and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the partieshereto agree as follows:

 

**SECTION 1.        Accuracyof Recitals; Definitions.**  The Credit Parties, the Agent and Lendersacknowledge and agree that the foregoing Recitals are accurate and complete andare incorporated herein by reference. All capitalized terms used but not otherwise defined in this Amendmentshall have the meanings given such terms in the Credit Agreement.

 

**SECTION 2.        LimitedWaiver.**

 

Pursuantto the request of the Credit Parties, Agent and Lenders hereby waive anyDefault or Event of Default that may have occurred under Section 7.16of the Credit Agreement subsequent to the Effective Date based on the existenceof the Phantom Stock Accruals, provided, however, that: (i) thislimited waiver is and shall be effective solely for the specific instance andpurpose described herein and is not and shall not be applicable to any otherDefault or Event of Default whether now existing or hereafter occurring or toany other provision of the Credit Agreement or other Loan Documents; and (ii) allof the conditions precedent set forth in Section 4 (ConditionsPrecedent) of this Amendment have been satisfied.

 

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**SECTION 3.        Amendmentsto Credit Agreement. **The CreditParties, the Agent and the Lenders agree that the Credit Agreement is herebyamended as follows:

 

(a)           Section 1.1 of the CreditAgreement (Defined Terms) is hereby amended as follows:

 

(i)            to delete thedefinition of “Consolidated Fixed Charges Ratio” set forth therein andto replace it with the following -

 

“ConsolidatedFixed Charges Ratio” means, as at any date, commencing with the fiscalquarter ending June 30, 2010, the ratio of (a) the total of(i) EBITDA for the period of four consecutive fiscal quarters ending on ormost recently ended prior to such date minus (ii) the aggregate amount ofall Capital Expenditures made during such period to (b)  the sum for theCredit Parties (determined on a consolidated basis without duplication inaccordance with GAAP) of the following: (i) Cash Interest Expense for such period, plus (ii) allregularly scheduled payments of principal on any Indebtedness (including theTerm Loans and the principal component of any payments in respect of CapitalLease Obligations for such period, plus (iii) the aggregate amount paid,or required to be paid (without duplication as between fiscal periods), in cashin respect of income, franchise and other like taxes (excluding real estatetaxes) for such period (to the extent not deducted in determining EBITDA forsuch period) (but excluding any accrued tax liability not paid in cashresulting from the election by the Borrower to be treated as an “S Corporation”under the Code or from the election by the Borrower to treat any of theGuarantors as “Qualified Subchapter S Subsidiaries” under the Code) plus(iv) Permitted Tax Distributions to the extent paid in cash during suchperiod plus (v) any payments in respect of deferred compensation to theextent paid in cash or Cash Equivalents during such period plus (vi) anypayments in respect of Phantom Stock Agreements to the extent paid in cash orCash Equivalents during such period; provided, however, that theConsolidated Fixed Charges Ratio for any period prior to the Effective Dateshall be determined on a pro forma basis.

 

(ii)           to delete thedefinition of “EBITDA” set forth therein in its entirety and to replaceit with the following -

 

“EBITDA”means, for any period, operating income for the Credit Parties (determined on aconsolidated basis without duplication in accordance with GAAP) for such periodplus (to the extent deducted in computing operating income) income, franchiseand other like taxes (excluding real estate taxes) expensed during such period,interest, depreciation, amortization and other write-offs of intangible assetssuch as goodwill and any other non-cash income or charges expensed for suchperiod (including such charges in respect of Phantom Stock Accruals, butexpressly excluding any payments made in cash or Cash Equivalents on account ofany Phantom Stock Agreements) and (except to the extent received or paid incash by the Credit Parties) income or loss attributable to equity in Affiliatesfor such period, excluding from the calculation of such operating income(determined on a consolidated basis without duplication in accordance withGAAP) any extraordinary and unusual gains or losses (determined on aconsolidated basis

 

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withoutduplication in accordance with GAAP) during such period and excluding from thecalculation of such operating income the income or loss from any CasualtyEvents and Dispositions.  Notwithstandingthe foregoing which may be to the contrary, the following shall not bededucted in determining operating income: amounts accrued or paid as consentfees, waiver fees, deferred financing costs or intangible assets which arewritten off as a consequence of the waiver, amendment, repayment or dischargeof Indebtedness under or with respect, to the extent paid on or around theEffective Date only, to (x) the Existing Credit Agreement, (y) thisAgreement and the other financial proposals preceding this Agreement, and (z) theCamping World Credit Facility, provided further, however, that items (x), (y) and(z) shall not be applicable for purposes of this definition in calculatingEBITDA in connection with any future transactions entered into by the Company.

 

Notwithstandingthe foregoing, if during any period for which EBITDA is being determined, anyCredit Party shall have consummated any Acquisition and (if such acquisition isa stock or other equity Acquisition) the company acquired in such Acquisitionbecomes a Subsidiary in accordance with the provisions of Section 6.10(a) then,for all purposes of this Agreement, with the exception of the calculation ofExcess Cash Flow, EBITDA shall be determined on a pro forma basis as if suchAcquisition had been made or consummated on the first day of such period.

 

(iii)          to delete thedefinition of “Excess Cash Flow” set forth therein in its entirety andto replace it with the following -

 

“ExcessCash Flow” means, for each fiscal year, commencing with the fiscal yearending December 31, 2010 and for each fiscal year thereafter, (a) thesum of EBITDA plus Related Retail Sale-Leaseback Proceeds received in suchfiscal year minus (b) the sum of the following (to the extent not deductedin computing EBITDA):  (i) CashInterest Expense for such fiscal year, plus (ii) the aggregate amount ofall Non-Financed Capital Expenditures made during such fiscal year, plus (iii) allregularly scheduled payments, mandatory prepayments and voluntary prepayments(other than any voluntary prepayments in respect of the Camping World CreditAgreement) of principal on any Indebtedness (including the Term Loans and theprincipal component of any payments in respect of Capital Lease Obligations forsuch fiscal year), plus (iv)  the aggregate amount paid, or required to bepaid, in cash in respect of income, franchise, and other like taxes (excludingreal estate taxes) for such fiscal year, plus (v) all Permitted TaxDistributions to the extent paid in cash during such fiscal year, plus (vi) anypayments in respect of (x) deferred compensation or (y) the PhantomStock Agreements to the extent permitted to be paid pursuant to Section 7.6,in each case, (x) and (y), to the extent paid in cash or Cash Equivalentsduring such fiscal year, plus (vii) any other Restricted Junior Paymentsmade in cash to the extent permitted to be made pursuant to Section 7.6,in each case, to the extent paid in cash or Cash Equivalents during such fiscalyear minus (c) any net increase in Working Capital during such fiscal yearplus (d) any net decrease in Working Capital during such fiscal year.

 

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(iv)          to delete thedefinition of “Restricted Junior Payment” set forth therein in itsentirety and to replace it with the following -

 

“RestrictedJunior Payment” means (i) any dividend or other distribution, director indirect, on account of any shares of any class of stock of any Credit Partynow or hereafter outstanding, except a dividend payable solely in shares ofthat class of stock to the holders of that class; provided, however,that any payments in cash or Cash Equivalents on account of any Phantom StockAgreements shall constitute a Restricted Junior Payment, (ii) anyredemption, retirement, sinking fund or similar payment, purchase or otheracquisition for value, direct or indirect, of any shares of any class of stockof any Credit Party now or hereafter outstanding, (iii) any payment madeto retire, or to obtain the surrender of, any outstanding warrants, options orother rights to acquire shares of any class of stock of any Credit Party now orhereafter outstanding, and (iv) any payment or prepayment of principal of,premium, if any, or interest on, or redemption purchase, retirement, defeasance(including in-substance or legal defeasance), sinking fund or similar paymentwith respect to, any Subordinated Indebtedness.

 

(v)           to add the following definition inthe appropriate alphabetical order:

 

“FirstAmendment” shall mean that certain First Amendment to Second Amended andRestated Credit Agreement dated as of August     ,2010, by and among the Credit Parties, Agent and Lenders party thereto.

 

(b)           Section 7.6 of the CreditAgreement (Restricted Junior Payments and Cash Flow Distributions) is herebyamended to add a new subsection (v) after the end of subsection (iv) setforth therein as follows:

 

“and(v) so long as no Default or Event of Default shall have occurred or becontinuing or shall be caused thereby, the Borrower make any payments in cashor Cash Equivalents in respect of Phantom Stock Accruals;”

 

(c)           Section 7.7 of the CreditAgreement (Transactions with Affiliates) is hereby amended to delete subsection(iv) set forth therein in its entirety and to replace it with thefollowing:

 

“(iv)        the Borrower may make payments under thePhantom Stock Agreements for key employees of the Borrower to the extent thatsuch payments are permitted to be made pursuant to the other provisions of thisAgreement;”

 

(d)           Section 7.16 of theCredit Agreement (Compensation Payments to Stephen Adams; ManagementCompensation) is hereby deleted in its entirety and replaced with thefollowing:

 

**“7.16.     Compensation Paymentsto Stephen Adams; Management Compensation**  No Credit Party shall pay or cause to be paidany salary, bonuses or other compensation payments to Stephen Adams except(a) in the event of a change in circumstances related to managementpersonnel or management structure of the Credit

 

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Partiesas a result of which Stephen Adams is performing duties other than thoseperformed by him as Chairman of the Board of Directors of the Borrower as ofthe Effective Date, or (b) with the consent of the Required Lenders. Notwithstanding anything to the contrary set forth in this Agreement or anyother Loan Document, no Credit Party will make any payments in cash or CashEquivalents in respect of any Phantom Stock Accruals or otherwise in respect ofPhantom Stock Accruals pursuant to any Phantom Stock Agreements or otherwise ifa Default or Event of Default has occurred or is continuing or would resultfrom such payment.”

 

**SECTION 4.        ConditionsPrecedent. **Agent andLenders’ obligations to enter into this Amendment and to perform theirobligations hereunder and the consents and amendments given or made herein areall subject to the conditions precedent that the Agent shall have received thefollowing documents and other items, each, satisfactory (in form and substance,as applicable) to Required Lenders, their sole discretion, duly executed whereappropriate by authorized representatives of the Credit Parties and all otherparties thereto, as the case may be and, notwithstanding anything herein to thecontrary, upon execution of this Amendment by the Credit Parties, Agent andLenders immediately shall be entitled to all of the rights, remedies, andbenefits of this Amendment:

 

(a)           The Agent shall have received thecountersignatures of the Credit Parties, and the other parties listed on thesignature pages hereto, to this Amendment evidencing their agreement tothe terms and provisions hereof, and Agent and Required Lenders shall haveevidenced their acceptance thereof by executing this Amendment;

 

(b)           No Default or Event of Default shallhave occurred or be continuing on the date of this Amendment after givingeffect hereto; and

 

(c)           The Agent shall have received allfees, charges and expenses due and payable to Agent and Lenders pursuant tothis Amendment and/or the other Loan Documents.

 

**SECTION 5.  Agreementin Full Force and Effect as Amended**.  Except as specifically amended hereby, theCredit Agreement and other Loan Documents shall remain in full force and effectand hereby are ratified and confirmed as so amended.  This Amendment shall not constitute anovation, satisfaction and accord, cure, release and/or satisfaction of theCredit Agreement and/or other Loan Documents, but shall constitute an amendmentthereof.  The parties hereto agree to bebound by the terms and conditions of the Credit Agreement and Loan Documents asamended by this Amendment, as though such terms and conditions were set forthherein and therein in full.  Eachreference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein”or words of similar import shall mean and be a reference to the CreditAgreement as amended by this Amendment, and each reference herein or in anyother Loan Document or any other document or instrument to the Credit Agreementshall mean and be a reference to the Credit Agreement as amended and modified bythis Amendment.  Each reference in theCredit Agreement and/or other Loan Documents or any other document orinstrument to any Loan Documents or words of similar import shall mean and be areference to the Loan Documents as amended hereby.

 

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**SECTION 6.        Representations**.  Each Credit Party hereby represents andwarrants to Agent and Lenders as follows as of the date hereof: (a) it isduly organized, validly existing and in good standing under the laws of itsjurisdiction of organization; (b) the execution, delivery and performanceby it of this Amendment and the other Loan Documents to which it is a party arewithin its powers, have been duly authorized by all limited liability company,corporate or other organizational action, as applicable, and do not contravene (i) itscertificate of formation or other organizational documents, or (ii) anyapplicable law; (c) no consent, license, permit, approval or authorizationof, or registration, filing or declaration with any Governmental Authority orother Person is required in connection with the execution, delivery,performance, validity or enforceability of this Amendment by or against it; (d) thisAmendment has been duly executed by it and it has delivered to the Agent true,accurate and complete executed copies of this Amendment and all schedules andexhibits hereto; (e) this Amendment constitutes its legal, valid andbinding obligations enforceable against it in accordance with its terms, exceptas enforceability may be limited by applicable bankruptcy, insolvency,reorganization, moratorium or similar laws affecting the enforcement ofcreditors’ rights generally or by general principles of equity; (f) aftergiving effect to this Amendment, it is in compliance with all covenants andagreements in the Loan Documents and it is not in default under the CreditAgreement or any other Loan Document and no Default or Event of Default exists,has occurred and is continuing or would result by the execution, delivery or performanceof this Amendment, and (g) the representations and warranties contained inthe Loan Documents are true and correct in all respects as of the date hereofas if made on such date.

 

**SECTION 7.        RELEASE**.  EACH CREDIT PARTY HEREBY ACKNOWLEDGES ANDAGREES THAT IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS COMPLAINT, CLAIM ORDEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE ORELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE OBLIGATIONS OR TOSEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM AGENT AND THELENDERS.  EACH CREDIT PARTY HEREBYVOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES AGENT, THE LENDERSAND EACH OF THEIR RESPECTIVE PREDECESSORS, AGENTS, EMPLOYEES, COUNSEL,SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “**RELEASED PARTIES**”)FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS,EXPENSES AND LIABILITIES WHATSOEVER, WHETHER KNOWN OR UNKNOWN, ANTICIPATED ORUNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT OR CONDITIONAL, ORAT LAW OR IN EQUITY, IN ANY CASE ORIGINATING IN WHOLE OR IN PART ONOR BEFORE THE DATE THIS AMENDMENT IS EXECUTED THAT ANY CREDIT PARTY MAY NOWOR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY, IRRESPECTIVEOF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW ORREGULATIONS, OR OTHERWISE, AND THAT ARISE FROM ANY LOANS, THE EXERCISE OF ANYRIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT OR OTHER LOAN DOCUMENTS, AND/ORNEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT, INCLUDING, WITHOUTLIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING ORRECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE.

 

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**SECTION 8.        Miscellaneous**.

 

(a)           The execution, deliveryand effectiveness of this Amendment shall not, except as expressly providedherein, be deemed to be an amendment or modification of, or operate as a waiverof, any provision of the Credit Agreement or any other Loan Document or anyright, power or remedy of Agent, nor constitute a waiver of any provision ofthe Credit Agreement or any other Loan Document, or any other document,instrument and/or agreement executed or delivered in connection therewith or ofany Default or Event of Default under any of the foregoing, in each casewhether arising before or after the date hereof or as a result of performancehereunder or thereunder.  This Amendmentshall not preclude the future exercise of any right, remedy, power or privilegeavailable to Agent whether under the Credit Agreement, other Loan Documents, atlaw or otherwise.

 

(b)           This Amendment maybe executed in any number of counterparts (including by facsimile), and by thedifferent parties hereto or thereto on the same or separate counterparts, eachof which shall be deemed to be an original instrument but all of which togethershall constitute one and the same agreement. Each party agrees that it will be bound by its own facsimile signatureand that it accepts the facsimile signature of each other party.  The Credit Parties shall provide originalsigned copies of all Loan Documents.  Thedescriptive headings of the various sections of this Amendment are inserted forconvenience of reference only and shall not be deemed to affect the meaning orconstruction of any of the provisions hereof or thereof.  Whenever the context and construction sorequire, all words herein in the singular number herein shall be deemed to havebeen used in the plural, and vice versa, and the masculine gender shall includethe feminine and neuter and the neuter shall include the masculine andfeminine.

 

(c)           This Amendment maynot be changed, amended, restated, waived, supplemented, discharged, canceled,terminated or otherwise modified orally or by any course of dealing or in anymanner other than as provided in the Credit Agreement or the applicable LoanDocument.  This Amendment shall beconsidered part of the Credit Agreement and shall be a Loan Document for allpurposes under the Credit Agreement and other Loan Documents.

 

(d)           This Amendment, theCredit Agreement, and the Loan Documents constitute the final, entire agreementand understanding between the parties with respect to the subject matter hereofand thereof and may not be contradicted by evidence of prior, contemporaneous orsubsequent oral agreements between the parties, and shall be binding upon andinure to the benefit of the successors and assigns of the parties hereto andthereto.  There are no unwritten oralagreements between the parties with respect to the subject matter hereof andthereof.  If any provision of thisAmendment is adjudicated to be invalid under applicable laws or regulations,such provision shall be inapplicable to the extent of such invalidity withoutaffecting the validity or enforceability of the remainder of this Amendmentwhich shall be given effect so far as possible.

 

(e)           THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONSOF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED ANDINTERPRETED IN ACCORDANCE WITH THE CHOICE OF LAW 

 

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PROVISIONS SET FORTH IN THE CREDIT AGREEMENT ANDSHALL BE SUBJECT TO THE WAIVER OF JURY TRIAL AND NOTICE PROVISIONS OF THECREDIT AGREEMENT.

 

(f)            No Credit Party may assign, delegate or transferthis Amendment or any of its rights or obligations hereunder or thereunder andany delegation, transfer or assignment in violation hereof shall be null andvoid.  No rights are intended to becreated under this Amendment for the benefit of any third party donee, creditoror incidental beneficiary of any Credit Party or any other Person other thanAgent and each Lender.  Nothing containedin this Amendment shall be construed as a delegation to Agent of any CreditParty’s duties of performance, including, without limitation, any duties underany account or contract in which Agent has a security interest or Lien.  This Amendment shall be binding upon theCredit Parties, the Agent and Lenders and their respective successors and permittedassigns.  Agent’s and Lenders’ ability toassign, sell or transfer all of any part of this Amendment shall be governed bythe Credit Agreement.

 

(g)           Each Credit Partyhereby: (i) reaffirms its obligations under the Credit Agreement and eachof the other Loan Documents to which it is a party, and (ii) agrees thateach of such Loan Documents remain in full force and effect and are herebyratified and confirmed.  Allrepresentations and warranties made in this Amendment shall survive theexecution and delivery of this Amendment and no investigation by Agent shallaffect such representations or warranties or the right of Agent to rely uponthem.

 

(h)           Each Credit Partyshall execute and deliver such other documents, certificates and/or instrumentsand take such other actions as Agent may reasonably request in order to moreeffectively consummate the transactions contemplated hereby.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

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SIGNATURE PAGE 1 OF 6 TO

FIRST AMENDMENT AND LIMITED WAIVER TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

 

INWITNESS WHEREOF, the parties have caused this First Amendment to Second Amendedand Restated Credit Agreement to be executed by their respective officersthereunto duly authorized as of the date first written above to be effective onsuch date.

 

| **CREDIT  PARTIES****:** |   | AFFINITY  GROUP, INC., as Borrower |                                                             |
|--------------------------|--------|-----------------------------------------|------------------------------------------------------------------|
|                     |   |                                    |                                                             |   |
|                     |   |                                    |                                                             |   |
|                     |   | By:                                     | /s/  Thomas F. Wolfe                                             |   |
|                     |   |                                    | Name:     Thomas F. Wolfe                    |   |
|                     |   |                                    | Title:       Senior Vice President |   |

 

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SIGNATURE PAGE 2 OF 6 TO

FIRST AMENDMENT AND LIMITED WAIVER TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

 

|   |   | AFFINITY  BROKERAGE, INC.            |
|--------|--------|-------------------------------------------|
|   |   |                                      |
|   |   | AFFINITY  GUEST SERVICES, INC.       |
|   |   |                                      |
|   |   | AFFINITY  ROAD AND TRAVEL CLUB, INC. |
|   |   |                                      |
|   |   | AGI  PRODUCTIONS, INC.               |
|   |   |                                      |
|   |   | CAMP  COAST TO COAST, INC.           |
|   |   |                                      |
|   |   | COAST  MARKETING GROUP, INC.         |
|   |   |                                      |
|   |   | EHLERT  PUBLISHING GROUP, INC.       |
|   |   |                                      |
|   |   | GOLF  CARD INTERNATIONAL CORP.            |
|   |   |                                      |
|   |   | GOLF  CARD RESORT SERVICES, INC.     |
|   |   |                                      |
|   |   | GSS  ENTERPRISES, INC.               |
|   |   |                                      |
|   |   | POWER  SPORTS MEDIA, INC.            |
|   |   |                                      |
|   |   | TL  ENTERPRISES, INC.                |
|   |   |                                      |
|   |   | VBI, INC.,  as Guarantors            |
|   |   |                                      |
|   |   |                                      |
|   |   | By:                                       | /s/  Thomas F. Wolfe |   |
|   |   |                                      | Name:     Thomas F. Wolfe |   |
|   |   |                                      | Title:       Senior Vice President |   |

 

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SIGNATURE PAGE 3 OF 6 TO

FIRST AMENDMENT AND LIMITED WAIVER TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

 

|   |   | CAMPING  REALTY, INC.                               |
|--------|--------|----------------------------------------------------------|
|   |   |                                                     |
|   |   | CAMPING  WORLD CARD SERVICES, INC.                  |
|   |   |                                                     |
|   |   | CAMPING  WORLD, INC.                                |
|   |   |                                                     |
|   |   | CAMPING  WORLD INSURANCE SERVICES OF KENTUCKY, INC. |
|   |   |                                                     |
|   |   | CAMPING  WORLD INSURANCE SERVICES OF NEVADA, INC.   |
|   |   |                                                     |
|   |   | CAMPING  WORLD INSURANCE SERVICES OF TEXAS, INC.    |
|   |   |                                                     |
|   |   | CWI, INC.                                           |
|   |   |                                                     |
|   |   | CW  MICHIGAN, INC., as Guarantors                   |
|   |   |                                                     |
|   |   |                                                     |
|   |   | By:                                                      | /s/  Kenneth Marshall |   |
|   |   |                                                     | Name:     Kenneth Marshall |   |
|   |   |                                                     | Title:       Chief Financial Officer |   |

 

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SIGNATURE PAGE 4 OF 6 TO

FIRST AMENDMENT AND LIMITED WAIVER TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

 

**ADMINISTRATIVEAGENT****:**

 

|   |                  | WILMINGTON  TRUST FSB, as |                                                      |
|--------|-----------------------|---------------------------|-----------------------------------------------------------|
|   | Administrative  Agent |                      |
|   |                  |                      |                                                      |   |
|   |                  |                      |                                                      |   |
|   |                  | By:                       | /s/  Jeffery Rose                                         |   |
|   |                  |                      | Name:     Jeffery Rose                |   |
|   |                  |                      | Title:       Vice President |   |

 

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SIGNATURE PAGE 5 OF 6 TO

FIRST AMENDMENT AND LIMITED WAIVER TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

 

**LENDERS****:**

 

|   |   | GOLDENTREE  LEVERAGE LOAN MASTER FUND, LTD                           |
|--------|--------|----------------------------------------------------------------------|
|   |   |                                                                 |
|   |   | By:  GOLDENTREE LEVERAGE LOAN MANAGER LLC                       |
|   |   |                                                                 |   |   |
|   |   |                                                                 |   |   |
|   |   | By:                                                                  | /s/  Karen Weber |   |
|   |   |                                                                 | Name:     Karen Weber |   |
|   |   |                                                                 | Title:       Director – Bank Debt |   |
|   |   |                                                                 |   |   |
|   |   |                                                                 |   |   |
|   |   | GOLDENTREE  CREDIT OPPORTUNITIES FINANCING I, LTD.              |
|   |   |                                                                 |
|   |   | By:  GOLDENTREE ASSET MANAGEMENT, L.P., its  Investment Advisor |
|   |   |                                                                 |   |   |
|   |   |                                                                 |   |   |
|   |   | By:                                                                  | /s/  Karen Weber |   |
|   |   |                                                                 | Name:     Karen Weber |   |
|   |   |                                                                 | Title:       Director – Bank Debt |   |
|   |   |                                                                 |   |   |
|   |   |                                                                 |   |   |
|   |   | GOLDENTREE  MASTER FUND, LTD.                                   |
|   |   |                                                                 |
|   |   | By:  GOLDENTREE ASSET MANAGEMENT, L.P., its  Investment Advisor |
|   |   |                                                                 |   |   |
|   |   |                                                                 |   |   |
|   |   | By:                                                                  | /s/  Karen Weber |   |
|   |   |                                                                 | Name:     Karen Weber |   |
|   |   |                                                                 | Title:       Director – Bank Debt |   |

 

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SIGNATURE PAGE 6 OF 6 TO

FIRST AMENDMENT AND LIMITED WAIVER TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

 

|   |   | GOLDENTREE  MASTER FUND II, LTD.                                |
|--------|--------|----------------------------------------------------------------------|
|   |   |                                                                 |
|   |   | By:  GOLDENTREE ASSET MANAGEMENT, L.P., its  Investment Advisor |
|   |   |                                                                 |   |   |
|   |   |                                                                 |   |   |
|   |   | By:                                                                  | /s/  Karen Weber |   |
|   |   |                                                                 | Name:     Karen Weber |   |
|   |   |                                                                 | Title:       Director – Bank Debt |   |

 

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