EXHIBIT
10.34


 


LOAN AGREEMENT


 


SA Holding LLC


Fox Wood


88 Old Roxbury
Road


Roxbury, CT  06783


 


June 10, 2009


 


Affinity Group, Inc.


2575 Vista Del Mar
Drive


Ventura, CA 93001


 


Gentlemen:


 


You have advised us that Affinity Group, Inc (“AGI”)
recently entered into a tenth amendment (the “Amendment”) to its Amended and
Restated Credit Agreement dated as of June 24, 2003, as amended, among AGI, the guarantors party
thereto, the lenders party thereto, Canadian Imperial Bank of Commerce, as
syndication agent and as administrative agent and General Electric Capital
Corporation, as documentation agent (as amended by the Amendment, the “Senior
Secured Credit Agreement”). The Senior Secured Credit Agreement requires an Adams Party (capitalized
terms used herein and not otherwise defined herein shall have the meanings
given to them in the Senior
Secured Credit Agreement) to loan to AGI, or cause to have loaned to AGI, interest
payable under the Senior
Secured Credit Agreement on $16,000,000 in aggregate principal amount of the
Term Loans outstanding on the date of the Amendment (the “Loan Commitment”).
You have advised us that the Loan Commitment is anticipated to aggregate
approximately $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, Stephen Adams being the sole owner of SAH.  AGI has requested that SAH make loans to AGI
up to the amount of the Loan Commitment. 
SAH has agreed to do so on the terms set forth in the promissory note
attached hereto as Exhibit A (the “Note”). 
We acknowledge that the Note is subordinate in right of payment to the
obligations of AGI under the Senior Secured Credit Agreement (but not
subordinated in right of payment to any other obligation of AGI) and that the
Note is unsecured.


 


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


 


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This letter agreement contains the entire agreement between us with
respect to the subject matter hereof and no prior oral or written agreement,
and no contemporaneous oral representations or agreements between us with
respect to the subject matter of this letter agreement shall be of any force or
effect.  The making of this agreement has
not been induced by any representations, understandings or other considerations
not specifically enumerated herein.  Any
additions, amendments or modifications to this letter agreement shall be of no
force or effect unless in writing and signed by both of us. This letter
agreement is made under, and shall be construed and enforced in accordance
with, the laws of the State of Minnesota applicable to agreements made and to
be performed solely therein, without giving effect to principles of conflicts
of law.  The provisions of this letter
agreement shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and assigns This letter agreement may be
executed in any number of counterparts, each of which when so executed and
delivered, shall constitute an original hereof and it shall not be necessary in
making proof of this letter agreement to produce or account for more than one
original counterpart thereof.


 


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SA Holding LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen
  Adams

  
	
   

  	
   

  	
  Stephen Adams

  
	
   

  	
  Its: 

  	
  Sole Member

  
	
   

  	
   

  
	
  Accepted and
  agreed to as

  	
   

  
	
  of the date
  first above written

  	
   

  
	
   

  	
   

  
	
  Affinity
  Group, Inc.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Michael
  Schneider

  	
   

  	
   

  
	
   

  	
  Michael Schneider

  	
   

  	
   

  
	
  Its:

  	
  Chief Executive
  Officer

  	
   

  	
   

  



 


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