**Exhibit 10.33**

 

**OPTION AGREEMENT**

** **

THIS OPTION AGREEMENT (the “Option Agreement”) is made and entered intoas of the 5th day of June, 2009 between AFFINITY GROUP,INC., a Delaware corporation (the “Company”) and THE STEPHEN ADAMS LIVING TRUSTor its assignee or designee (the “Purchaser”).

 

WITNESSETH:

 

In consideration of good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties agree as follows:

 

# **1.             The Company hereby grants to thePurchaser the right and option (the “Option”) to purchase all of the issued andoutstanding capital stock (the “Shares”) of Camping World, Inc. (“CW”) fora cash purchase price (the “Purchase Price”) of $55,000,000 on the terms setforth in the agreement attached hereto as Exhibit A (the “PurchaseAgreement”).**

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# **2.             The Option shall be exercised inthe manner hereinafter provided on or before March 1, 2010 (the “TerminationDate”).  If not so exercised prior to theTermination Date, the Option shall lapse and Purchaser shall have no furtherrights hereunder.**

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# **3.             The Option shall be exercised bythe Purchaser’s dating and executing the Purchase Agreement and delivering itto the Company prior to the Termination Date. Within five business daysfollowing receipt by the Company of such dated and executed Purchase Agreement,the Company shall execute the Purchase Agreement and each of the parties agreesto perform its respective obligations thereunder.**

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# **4.             The Closing of the transactionscontemplated by the Purchase Agreement (the “Closing”) shall occur at theoffices of the Purchaser at 10:00 a.m. on such date as is provided in thePurchase Agreement.**

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# **5.             All notices under this OptionAgreement shall be in writing and shall be considered to have been duly givenon the first day after the date of deposit with Federal Express for next daydelivery, postage prepaid, or on the third day after deposit in the UnitedStates mail, certified or registered, return receipt requested, postageprepaid, or on the date of telecopy, fax or similar telephonic transmissionduring normal business hours, provided that the recipient has specificallyacknowledged by telephone receipt of such telecopy, fax or telephonictransmission; addressed, in all cases, to the party at his address set forthbelow, or to such other address as such party may hereafter designate bywritten notice to the other party.**

# ** **

| **If to the Company:**       | ** ** | **Affinity Group, Inc.**      |
|------------------------------|------------|------------------------------------|
| **2575 Vista Del Mar Drive** |
| **Ventura, CA 93001**        | ** ** | ** **                         |
| ** **                   | ** ** | ** **                         |
| **If to Purchaser:**         | ** ** | **The Stephen Adams Living Trust** |
| **Fox Wood**                 | ** ** | ** **                         |
| **88 Old Roxbury Road**      |
| **PO Box 271**               | ** ** | ** **                         |
| **Roxbury, CT 06783-0271**   |

** **

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or to suchother address as hereafter shall be furnished as provided in this Section 5.

 

# **6.             This Option Agreement sets forththe entire understanding and agreement between the parties as to the sale andacquisition of the Shares and supersedes and replaces all prior understandings,agreements or statements (written or oral) with respect to the subject matterhereof.  This Option Agreement may beexecuted in any number of counterparts, each of which shall be deemed anoriginal, but all of which together shall constitute a single instrument.  The headings contained in this OptionAgreement are for reference purposes only and shall not affect in any way themeaning or interpretation of this Agreement. This Option Agreement shall be construed in accordance with, andgoverned by, the laws of the State of Minnesota.**

# ** **

IN WITNESS WHEREOF, this Option Agreement has been executed anddelivered as of the date first written above.

 
|   | AFFINITY GROUP, INC            |
|--------|--------------------------------|
|   |                           |   |
|   |                           |   |
|   | By:                            | /s/ Thomas F. Wolfe |
|   |                           | Its:  Chief Financial Officer |
|   |                           |   |
|   |                           |   |
|   | THE STEPHEN ADAMS LIVING TRUST |
|   |                           |   |
|   |                           |   |
|   | By:                            | /s/ Stephen Adams |
|   |                           | Its:  Trustee |

 

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Exhibit A

 

**STOCK PURCHASEAGREEMENT**

** **

THIS AGREEMENT (the “Agreement”) is made and entered into as of the 5th day of June, 2009 between AFFINITY GROUP,INC., a Delaware corporation (the “Seller”) and The Stephen Adams Living Trustor its assignee or designee (the “Purchaser”).

 

WITNESSETH:

 

WHEREAS, Purchaser is desirous of purchasing and acquiring from theSeller all of the issued and outstanding capital stock (the “Shares”) ofCamping World, Inc., a Kentucky corporation (“CW”);

 

WHEREAS, Seller is willing to sell the Shares to the Purchaser on theterms set forth herein;

 

WHEREAS, Seller and Purchaser are affiliated parties, each beingindirectly controlled by Stephen Adams; and

 

WHEREAS,the Seller has received a valuation report (the “Fair Value Opinion”) as of March 1,2009 from Houlihan Smith & Company Inc., an independent financialadvisor to the Seller, to the effect that the reasonable and fair range of theequity value of CW is between $46,700,000 and $58,800,000; and

 

WHEREAS,the Purchaser has an option to purchase the Shares for $55,000,000 and hasexercised such option.

 

NOW,THEREFORE, for good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, the parties agree as follows:

 

ARTICLE 1

 

DEFINITIONS

 

Capitalized terms used in this Agreement are used as defined in this Article Ior elsewhere in this Agreement.

 

Theterm “Closing” is defined in Section 2.3.

 

Theterm “Closing Date” is defined in Section 2.3.

 

Theterm “CW” is defined in the recitals.

 

Theterm “Liens” means liens, mortgages, and security interests for money borrowedbut not adverse claims or other restrictions or limitations that have not beenperfected through a recorded lien.

 

Theterm “Purchase Price” is defined in Section 2.2.

 

Theterm “Shares” is defined in the recitals.

 

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ARTICLE II

 

## ***PURCHASE AND SALE OF THE SHARES***

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2.1           Purchase and Sale of Shares.  At the Closing, the Seller agrees to sell,transfer and deliver to the Purchaser, and the Purchaser agrees to purchase,acquire and accept the Shares from the Seller, free and clear of all Liens.

 

2.2           Purchase Price.  The consideration to be paid to the Sellerfor the Shares (the “Purchase Price”) is $55,000,000 plus (i) the bookvalue of contributions, if any,  made toCW by the Seller after March 1, 2009 and prior to the Closing, less (ii) distributionsmade by CW to the Seller after March 1, 2009 and prior to theClosing.  At the Closing, the PurchasePrice shall be paid on the Closing Date in cash by wire transfer to an accountdesignated by the Seller.

 

2.3           The Closing.  The Closing of the transactions provided forin this Agreement (the “Closing”) shall occur at the offices of the Purchaserat 10:00 a.m. on such date as is designated by the Purchaser within 10days of the date of the satisfaction of the condition precedent set forth in Section 2.4(i) hereof (the “Closing Date”). If such condition is not satisfied (orwaived by the Purchaser) before the first anniversary of the date hereof (the “TerminationDate”) and the Closing has not occurred by the Termination Date, the rights ofthe Purchaser hereunder shall lapse and neither Seller nor Purchaser shall haveany further rights or obligations hereunder. At the Closing, the Seller shall deliver the Shares duly endorsed fortransfer to the Purchaser.  Each of theBuyer and the Seller agree to execute and deliver such other and furtherinstruments at the Closing and thereafter as the other may reasonably requestto evidence the intent of this Agreement.

 

2.4           Conditions Precedent to thePurchaser’s Obligations.  Unlesswaived by the Purchaser, the obligations of the Purchaser hereunder are subjectto (i) the representations and warranties of the Seller set forth in Article IIIbeing true and correct on the Closing Date and (ii) delivery of the Sharesduly endorsed for transfer to the Purchaser free and clear of all Liens.

 

2.5           Conditions Precedent to Seller’sObligations.  Unless waived by theSeller, the obligations of Seller hereunder are subject to (i) therepresentations and warranties of the Purchaser set forth in Article IIIbeing true and correct on the Closing Date and (ii) payment by thePurchaser of the Purchase Price in accordance with Section 2.2.

 

ARTICLE III

 

## ***REPRESENTATION AND WARRANTIES***

## *** ***

The following representations and warranties are made on and as of thedate hereof.  The Seller herebyrepresents and warrants to the Purchaser that:

 

3.1           Shares.  The Seller is the owner of the Shares and, atClosing, they will be free and clear of any Liens.  Upon payment for the Shares as provided forin this Agreement, the Seller will convey good title to the Shares.

 

3.2           No Breach.  The execution, delivery, validity andenforceability of this Agreement by the Seller, the consummation of thetransactions provided for hereby by 

 

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theSeller, and the performance by the Seller of its obligations contemplatedhereby will not (i) violate, conflict with or result in a breach ortermination of, or otherwise give the other person a right to terminate, orconstitute a default, event of default (by way of substitution, novation orotherwise) or an event which with notice, lapse of time or both, wouldconstitute a default or event of default under the terms of any materialcontract or permit by which the Seller is bound, (ii) result in thecreation of any lien upon any of the Shares, (iii) constitute a violationby the Seller of any legal requirement applicable to the Seller or (iv) giverise to any preferential right to purchase in favor of any third party.

 

ThePurchaser hereby represents and warrants to the Seller that:

 

3.3           NoBreach.  The execution, delivery,validity and enforceability of this Agreement by the Purchaser, theconsummation of the transactions provided for hereby by the Purchaser, and theperformance by the Purchaser of its obligations contemplated hereby will not (i) violate,conflict with or result in a breach or termination of, or otherwise give theother person a right to terminate, or constitute a default, event of default(by way of substitution, novation or otherwise) or an event which with notice,lapse of time or both, would constitute a default or event of default under theterms of any material contract or permit by which the Purchaser is bound exceptwith respect to which consent has been obtained, (ii) constitute aviolation by the Purchaser of any legal requirement applicable to thePurchaser.

 

3.4           Investment.  The Purchaser is purchasing the Shares forits own account for investment and with no present intention of distributingthe Shares or any part thereof.

 

3.5           Information.  The Purchaser is fully familiar with suchinformation with respect to CW, and its historical and projected performance,as the Purchaser deems necessary for the purpose of purchasing the Shares anddesires no further information from the Seller with respect to CW, its businessor prospects, the Purchaser hereby agreeing to accept such Shares, and thebusiness and prospects of CW represented thereby, “as is,” “where is.”  No representation or warranty is made by theSeller with respect to any of the information heretofore or hereafter obtainedby Purchaser regarding CW, Seller’s sole representations and warranties beingthose made in Sections 3.1 and 3.2 hereinabove.

 

# **ARTICLE IV**

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# **MISCELLANEOUS**

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4.1           FurtherAssurances.  From time to time at thereasonable request of Buyer, Seller shall take such other action and executeand/or deliver such books, records, documents, certificates and instrumentsbetter to effect the transactions contemplated hereby, including thosereasonably necessary to vest Seller’ rights to the Shares in Purchaser and tosatisfy and release any liens and encumbrances to the extent contemplated by thisAgreement.

 

4.2           EntireAgreement.  This Agreement sets forththe entire understanding and agreement between the parties as to the matterscovered herein and supersedes and replaces all prior understandings, agreementsor statements (written or oral) of intent.

 

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4.3           Counterparts.  This Agreement may be executed in any numberof counterparts, each of which shall be deemed an original, but all of whichtogether shall constitute a single instrument.

 

4.4           Headings.  The headings contained in this Agreement arefor reference purposes only and shall not affect in any way the meaning orinterpretation of this Agreement.

 

4.5           GoverningLaw.  This Agreement shall beconstrued in accordance with, and governed by, the laws of the State ofMinnesota.

 

IN WITNESS WHEREOF, this Agreement has been executed anddelivered as of the date first written above.

 

 
|   | AFFINITY GROUP, INC            |
|--------|--------------------------------|
|   |                           |   |
|   | By:                            | /s/ Thomas F. Wolfe |
|   |                           | Its:  Chief Financial Officer |
|   |                           |   |
|   |                           |   |
|   | THE STEPHEN ADAMS LIVING TRUST |
|   |                           |   |
|   | By:                            | /s/ Stephen Adams |
|   |                           | Its:  Trustee |

 

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