EXHIBIT
10.35


 


AFFINITY GROUP,
INC.


 


PROMISSORY NOTE


 


Ventura, California


June 10, 2009


 


FOR VALUE RECEIVED, Affinity Group, Inc., a Delaware corporation
(the “Maker”) promises to pay to the order of SA Holding, LLC, a Minnesota
limited liability company (the “Payee”), or order, the principal sum of two
million dollars ($2,000,000), or so much thereof as has been advanced by Payee
to Maker, together with interest from the date advanced on the principal
balance outstanding from time to time. 
Interest shall be paid at the Reference Rate (hereinafter defined) plus
two per cent (2%) per annum.  Principal
and interest shall be paid on the Maturity Date (hereinafter defined). Until
paid, interest shall be compounded monthly.


 


The Maker may, at any time, prepay all or any part of the unpaid
principal balance of this Note without premium or prepayment penalty.  All payments made hereunder shall be first
applied to accrued interest and then to the unpaid principal balances.


 


This Note is made pursuant to the terms of a loan agreement dated as of
June 10, 2009 between the Maker and the Payee (the “Loan Agreement”).  Unless otherwise defined herein, capitalized
terms used herein shall have the meanings given to them in the Loan Agreement.


 


If any amount hereunder is not paid when such amount is due for
payment, and if Maker shall fail to cure said default within five business
days, then the whole amount evidenced by this Note shall, at the option of the
Payee, become immediately due and payable, and the holder shall have the right
to institute any proceedings upon this Note and any lien given to secure the
same for the purpose of collecting the principal and interest, with costs and
expenses, including reasonable attorneys’ fees. 
The Maker hereby waives presentment, demand, protest, and notice of
dishonor except as provided above.  The
Maker shall pay on demand all reasonable and necessary costs, including court
costs and reasonable attorneys’ fees, paid or incurred by Payee hereof in
enforcing this Note, which costs and attorneys’ fees shall also be awarded in
any judgment entered in a suit or arbitration to enforce this Note.


 


If any payment of principal or interest is not paid within five
calendar days of its due date, the Maker shall pay, in addition to such other
amounts as may be due and payable hereunder, a late charge equal in amount to
5% of the amount of such delinquent payment. 
In addition, after acceleration of this Note by the Payee as
hereinbefore provided, the unpaid principal balance hereof shall, thereafter,
bear interest at four percent in excess of the Reference Rate rather than two
percent in excess of the Reference Rate.


 


As used herein, “Reference Rate” means the rate of interest payable
from time to time by the Maker in respect of the loans made by the terms of the Amended and
Restated Credit Agreement dated as of June 24, 2003, as amended, among
Maker, the 


 


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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 (the “Senior Secured
Credit Agreement”), as such rate may be changed from time to time.


 


As used herein, “Maturity Date” means the date on which the
indebtedness under the Senior Secured Credit Agreement is paid in full, whether
at maturity thereof, acceleration thereof, realization upon the collateral
securing such indebtedness, or otherwise.


 


This Note is a contract made under the laws of the State of Minnesota,
and, together with the rights and obligations of Payee and the Maker hereunder
shall be construed, interpreted and enforced under the laws of Minnesota.


 


IN WITNESS WHEREOF, the Maker has caused this Note to be signed by its
officer and hereunto authorized, as of the date first above written.


 


 


	
   

  	
  AFFINITY GROUP,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  Schneider

  
	
   

  	
   

  	
  Michael
  Schneider

  
	
   

  	
  Its:

  	
  Chief Executive
  Officer

  



 


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