**Exhibit 10.31**

 

**TENTH AMENDMENT TO CREDITAGREEMENT**

 

ThisTENTH AMENDMENT TO CREDIT AGREEMENT dated as of June 5, 2009 (this “Amendment”),among AFFINITY GROUP, INC. (the “Borrower”), THE GUARANTORS PARTY HERETO(the “Guarantors”), THE LENDERS PARTY HERETO (the “Lenders”),CANADIAN IMPERIAL BANK OF COMMERCE, as Syndication Agent (the “SyndicationAgent”), CANADIAN IMPERIAL BANK OF COMMERCE (“CIBC”), asAdministrative Agent (the “Administrative Agent”), and GENERAL ELECTRICCAPITAL CORPORATION, as Documentation Agent (the “Documentation Agent”and together with the Administrative Agent and the Syndication Agent, the “Agents”).

 

WHEREAS,the Credit Agreement (as defined below) provides that the Lenders may makeRevolving Credit and Term Loans to the Borrower, and that the Issuing Lendermay issue Letters of Credit; and

 

WHEREAS,the Borrower has requested extensions of the maturity dates for the RevolvingCredit Loans and the Term Loans;

 

WHEREAS,the Borrower has requested, and the Lenders will require, certain othermodifications to the Credit Agreement;

 

NOW,THEREFORE, in consideration of the foregoing and the agreements containedherein, the parties hereby agree as follows:

 

1.                                       **Referenceto Credit Agreement**.  Referenceis made to the Amended and Restated Credit Agreement dated as of June 24,2003, as amended by the First Amendment to Credit Agreement dated as of February 18,2004, the Second Amendment to Credit Agreement dated as of June 30, 2004,the Third Amendment to Credit Agreement dated as of November 12, 2004, theFourth Amendment to Credit Agreement dated as of March 24, 2005, the FifthAmendment to Credit Agreement dated as of November 13, 2005, the SixthAmendment to Credit Agreement dated as of March 3, 2006, the SeventhAmendment to Credit Agreement dated as of June 8, 2006, the EighthAmendment to Credit Agreement dated as of February 27, 2007 and the NinthAmendment to Credit Agreement dated as of September 8, 2008 among theBorrower, the Guarantors, the Lenders, the Syndication Agent, the AdministrativeAgent and the Documentation Agent (as amended on or prior to the date hereofand as it may be further amended or amended and restated from time to time, the“Credit Agreement”).  Capitalizedterms used herein which are defined in the Credit Agreement have the samemeanings herein as therein, except to the extent that such meanings are amendedhereby.

 

2.                                       **Amendmentsto Credit Agreement**.  Effectiveupon the satisfaction of the conditions set forth in Section 5, the CreditParties, the Lenders, and the Agents agree that the Credit Agreement is herebyamended as follows:

 

(a)                                  The definitionof “Adjusted Base Rate” set forth in Section 1.1 of the CreditAgreement is hereby deleted and replaced by the following:

 

“Adjusted Base Rate” means, for any day, a rate per annum equalto the greatest of (a) the Prime Rate in effect on such day, (b) theFederal Funds Effective Rate in effect 

 

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onsuch day plus 1/2 of 1% and (c) 3.75% per annum.  Any change in the Adjusted Base Rate due to achange in the Prime Rate or the Federal Funds Effective Rate shall be effectivefrom and including the effective date of such change in the Prime Rate or theFederal Funds Effective Rate, respectively.

 

(b)                                 The definitionof “Applicable Margin” set forth in Section 1.1 of the CreditAgreement is hereby deleted and replaced by the following:

 

“Applicable Margin” means for Revolving Credit Loans, SwingLoans and Term Loans, (i) 7.00% in the case of Base Rate Loans and (ii) 8.00%in the case of Eurodollar Loans; provided that if a Camping WorldFinancing and the prepayment of the Loans by not less than $18,500,000 with theproceeds thereof has not been consummated by September 15, 2009, theApplicable Margin shall be (i) 9.00% in the case of Base Rate Loans and (ii) 10.00%in the case of Eurodollar Loans.

 

(c)                                  The definitionof “Cash Interest Expense” set forth in section 1.1 of the CreditAgreement is hereby amended by deleting the last sentence in the firstparagraph thereof and replacing it with the following:

 

Notwithstandinganything contained in the foregoing which may be to the contrary, consent fees,waiver fees, deferred financing costs or intangible assets which are paid orare written off as a consequence of the waiver, amendment, repayment ordischarge of Indebtedness shall not be included in Cash Interest Expense.

 

(d)                                 The definitionof “Consolidated Fixed Charge Coverage Ratio” set forth in section 1.1of the Credit Agreement is hereby deleted and replaced by the following:

 

“Consolidated Fixed Charges Ratio” means, as at any date, theratio of **(a) **the total of (i) EBITDAfor the period of four consecutive fiscal quarters ending on or most recentlyended prior to such date minus (ii) the aggregate amount of allNon-Financed Capital Expenditures made during such period plus (iii) anyincrease in Deferred Revenues during such period minus (iv) anydecrease in Deferred Revenues during such period, to **(b) **thesum for the Credit Parties (determined on a consolidated basis withoutduplication in accordance with GAAP) of the following: (i) Cash InterestExpense for such period, plus (ii) all regularly scheduled paymentsof principal on any Indebtedness (including the Term Loans and the principalcomponent of any payments in respect of Capital Lease Obligations, butexcluding (x) any prepayments pursuant to Section 2.10 (y) anySenior Principal Refunding Payments and (z) the Hedging Agreementsettlement payment made on the Tenth Amendment Date in an aggregate amount notto exceed $2,400,000) for such period plus (iii) the aggregate amountpaid, or required to be paid (without duplication as between fiscal periods),in cash in respect of income, franchise and other like taxes (excluding realestate taxes) for such period (to the extent not deducted in determining EBITDAfor such 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 tothe extent paid in cash during such period but excluding any payments inrespect of Phantom Stock Agreements.

 

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(e)                                  The definitionof “Consolidated Senior Leverage Ratio” set forth in Section 1.1 ofthe Credit Agreement is hereby deleted and replaced by the following:

 

“Consolidated Senior Leverage Ratio” means, as at any date, theratio of (a) Senior Debt minus cash and Cash Equivalents held bythe Credit Parties on such date to the extent such cash and Cash Equivalentsare unrestricted and available for the payment of the debts of the CreditParties in an aggregate amount not in excess of the sum of $10,000,000 pluscash collateral held by the Issuing Lender pursuant to Section 2.4(c)(ii) to(b) EBITDA for the period of four consecutive fiscal quarters ending on ormost recently ended prior to such date.

 

(f)                                    The definitionof “Consolidated Total Leverage Ratio” set forth in Section 1.1 ofthe Credit Agreement is hereby deleted and replaced by the following:

 

“Consolidated Total Leverage Ratio” means, as at any date, theratio of (a) the Indebtedness of the Credit Parties excluding amountsdescribed in clauses (d) and (g) of the definition of “Indebtedness”(determined on a consolidated basis without duplication in accordance withGAAP), including Subordinated Indebtedness, minus cash and CashEquivalents held by such Credit Parties on such date to the extent to such cashand Cash Equivalents are unrestricted and available for the payment of thedebts of the Credit Parties in an aggregate amount not in excess of the sum of$10,000,000 plus cash collateral held by the Issuing Lender pursuant to Section 2.4(c)(ii) to(b) EBITDA for the period of four consecutive fiscal quarters ending on ormost recently ended prior to such date.

 

(g)                                 The definitionof “Controlled Dividend Account” set forth in Section 1.1 of theCredit Agreement is hereby deleted.

 

(h)                                 The lastsentence of the first paragraph in the definition of “EBITDA” set forthin Section 1.1 of the Credit Agreement is hereby deleted and replaced withthe following:

 

“Notwithstanding the foregoing which may be to the contrary, amountsaccrued or paid as consent fees, waiver fees, deferred financing costs orintangible assets which are written off as a consequence of the waiver,amendment, repayment or discharge of Indebtedness under the Credit Agreementand, commencing with the fiscal year ending December 31, 2009, any costs,expenses or payments made in connection with termination of employees, shallnot be deducted in determining operating income; *provided*,*however*, that during the term of thisAgreement, the aggregate amount (on a cumulative basis) of costs, expenses orpayments in connection with the termination of employees not deducted fromoperating income pursuant to this sentence shall not exceed $1,500,000 inthe aggregate.”

 

(i)                                     The definitionof “Excess Cash Flow” set forth in Section 1.1 of the CreditAgreement is hereby amended by deleting clause (iii) contained therein andreplacing clause (iii) with the following:

 

“(iii) (A) theSenior Principal Refunding Payments described in clause (ii) of thedefinition thereof, (B) the Hedging Agreement settlement payment made onthe Tenth Amendment Date in an aggregate amount not to exceed $2,400,000, and (C) allregularly scheduled payments, mandatory prepayments and voluntary prepayments(other than any 

 

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voluntaryprepayments in respect of the Revolving Credit Loans) of principal on anyIndebtedness (including the Term Loans and the principal component of anypayments in respect of Capital Lease Obligations for such fiscal year,

 

(j)                                     The definitionof “Initial Controlled Dividend Account” set forth in Section 1.1of the Credit Agreement is hereby deleted.

 

(k)                                  The definitionof “Working Capital” set forth in Section 1.1 of the Credit Agreementis hereby deleted and replaced by the following:

 

“Working Capital” means, at any date, the difference between theaggregate current assets and the aggregate current liabilities (excludingcurrent maturities of long term Indebtedness, the current portion of DeferredRevenues and the current portion of deferred tax assets and deferred taxliabilities) of the Credit Parties at such date (determined on a consolidatedbasis without duplication in accordance with GAAP).

 

(l)                                     The followingnew defined terms are hereby added to Section 1.1 of the Credit Agreementin alphabetical order:

 

“Adams Party” means Stephen Adams, his wife, his children, hisgrandchildren, and trusts of which he, his wife, his children and hisgrandchildren are the sole beneficiaries and for which one or more of suchindividuals are the trustee(s).

 

“Camping World Credit Agreement” means a credit agreement amongthe Camping World Entities and the Camping World Lenders, with such terms andconditions as shall be satisfactory in form and substance to the AdministrativeAgent.

 

“Camping World Credit Facility” means a credit facilityestablished pursuant to the Camping World Credit Agreement having market termsand conditions as determined by the Administrative Agent, secured by a firstlien on the equity and/or assets of the Camping World Entities and providingaggregate revolving credit commitments not less than $20,000,000 and not inexcess of $35,000,000.

 

“Camping World Entities” means CWI, Inc., Camping World, Inc.and their Subsidiaries.

 

“Camping World Financing” has the meanings set forth in Section 6of the Tenth Amendment.

 

“Camping World Lenders” means the holders of the indebtednessunder the Camping World Credit Facility and any agents for such lenders.

 

“Camping World Subordination Agreement” means the Subordinationand Intercreditor Agreement to be executed and delivered by all of the CampingWorld Entities, the Administrative Agent and the Camping World Lenders,subordinating the obligations of the Camping World Entities with respect to theLoans to the Camping World Credit Facility, as such agreement may be amended,supplemented or otherwise modified from time to time, in form and substancesatisfactory to the Required Lenders.

 

“Note Repurchase Loans” means Indebtedness incurred by theBorrower under the Second Lien Loan Documents, the proceeds of which are usedto repurchase Senior 

 

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SubordinatedNotes for a purchase price less than the outstanding principal amount of therepurchased Senior Subordinated Notes (which repurchased Senior SubordinatedNotes shall be cancelled after such repurchase); *provided*that no Default shall have occurred and be continuing at the time of or as aconsequence of the incurrence of such Note Repurchase Loans and the Borrowermay incur such Note Repurchase Loans only if (a) the aggregate principalamount of such Note Repurchase Loans is permitted to be incurred under theSenior Subordinated Note Indenture and the Holding Company Notes Indenture, (b) aftergiving effect to the incurrence of such Note Repurchase Loans and the receiptand application of the proceeds thereof, the ratio of the aggregate principalamount of Indebtedness of the Credit Parties secured by Liens to EBITDA for theperiod of four consecutive fiscal quarters for which financial statements havebeen delivered to the Administrative Agent pursuant to Section 6.1(a) doesnot exceed 3.00 to 1.00 and in any event the aggregate principal amount of allNote Repurchase Loans shall not exceed $10,000,000, (c) there will be noprincipal payments in respect of such Note Repurchase Loans scheduled orrequired to be paid prior to the date occurring four months after the later tooccur of the Revolving Credit Maturity Date and the Term Loan Maturity Date, (d) duringany period, the amount of interest in respect of such Note Repurchase Loansshall not exceed the amount of interest that would have been payable duringsuch period on the Senior Subordinated Notes repurchased with the proceeds ofsuch Note Repurchase Loans, (e) the obligations of the Borrower thereundershall be subordinated to the Loans pursuant to the Second Lien SubordinationAgreement and (f) the Note Repurchase Loans shall not be secured by anycollateral that does not secure the Loans.

 

“Second LienAgent” means New York Life Investment Management LLC as administrativeagent for the Second Lien Lenders.

 

“Second Lien Lenders” means the lenders of the Note RepurchaseLoans.

 

“Second Lien Loan Documents” means the (i) Second Lien Note Purchase Agreement amongBorrower, the Guarantors party thereto, the Second Lien Lenders and the SecondLien Agent, (ii) the Bond Purchase Agreement between Borrower and SecondLien Agent, (iii) the Security Agreement between Borrower and Second LienAgent, (iv) the Pledge Agreement among Borrower, the Guarantors partythereto and Second Lien Agent, (v) the Non-Recourse Pledge Agreementbetween the Holding Company and Second Lien Agent and (vi) the TrademarkSecurity Agreement among Borrower, the Guarantors party thereto and Second LienAgent, each in form and substance satisfactory to the Administrative Agent.

 

“Second Lien Subordination Agreement” means the Subordinationand Intercreditor Agreement executed and delivered by all of the Credit Partiesand the Second Lien Agent, substantially in the form of Exhibit Bannexed to the Tenth Amendment to the Credit Agreement, as such agreement maybe amended, supplemented or otherwise modified from time to time, in form andsubstance satisfactory to the Administrative Agent.

 

“Senior Principal Refunding Payments” means (i) anyprincipal payment made pursuant to Section 2.10(b) to refund anyportion of the Term Loans, and (ii) the principal payments required by thesecond sentence of Section 2.9(b) which may be refunded withindebtedness permitted by Section 7.1(i).

 

“Tenth Amendment Date” means June 5, 2009.

 

(m)                               The definitionof “LIBO Rate” set forth in Section 1.1 of the Credit Agreement ishereby deleted and replaced by the following:

 

“LIBO Rate” means, with respect to any Eurodollar Borrowing forany Interest Period, the greater of (a) the rate appearing on Dow JonesMarkets Page 3750 (or on any successor or substitute page of suchService, or any successor to or substitute for such Service, providing ratequotations comparable to those currently provided on such page of suchService, as determined by the Administrative Agent from time to time for 

 

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purposesof providing quotations of interest rates applicable to U.S. dollar deposits inthe London interbank market) at approximately 11:00 a.m., London time, twoBusiness Days prior to the commencement of such Interest Period, as the ratefor U.S. dollar deposits with a maturity comparable to such Interest Period and(b) 2.75% per annum.  In the eventthat such rate is not available at such time for any reason, then the “LIBORate” with respect to such Eurodollar Borrowing for such Interest Periodshall be the rate at which U.S. dollar deposits of $5,000,000, and for amaturity comparable to such Interest Period, are offered by the principalLondon office of the Administrative Agent in immediately available funds in theLondon interbank market at approximately 11:00 a.m., London time, twoBusiness Days prior to the commencement of such Interest Period.  Notwithstanding the Interest Period specifiedin any Borrowing Request or Interest Election Request, the rate used tocalculate the LIBOR Rate for any Interest Period shall never be lessthan the rate per annum attributable to a threemonth LIBOR Interest Period.

 

(n)                                 The definitionof “Loan Documents” set forth in Section 1.1 of the CreditAgreement is hereby deleted and replaced by the following:

 

“Loan Documents” means this Agreement, any promissory notesevidencing Loans hereunder, the Collateral Documents, the AffiliateSubordination Agreement, the Second Lien Subordination Agreement, and any otherinstruments or documents delivered or to be delivered by any Credit Party orAffiliate thereof from time to time pursuant to this Agreement.

 

(o)                                 The definitionof “Revolving Credit Commitment” is amended by deleting the reference to“$35,000,000” and replacing it with “$25,000,000” and by deleting the lastsentence thereof.

 

(p)                                 The definitionof “Revolving Credit Maturity Date” is amended by deleting the referenceto “June 24, 2009” and replacing it with “March 31, 2010.”

 

(q)                                 The definitionof “Subordinated Indebtedness” set forth in Section 1.1 of theCredit Agreement is hereby deleted and replaced by the following:

 

“Subordinated Indebtedness” means (a) the SeniorSubordinated Notes, (b) the Note Repurchase Loans under the Second LienLoan Documents, (c) Indebtedness due to an Adams Party as described inSections 7.1(i) and (j), and (d) any Indebtedness of any Credit Partywhich matures in its entirety later than the Loans and by its terms (or by theterms of the instrument under which it is outstanding and to which appropriatereference is made in the instrument evidencing such Subordinated Indebtedness)is made subordinate and junior in right of payment to the Loans and to suchCredit Party’s other obligations to the Lenders hereunder by provisionsreasonably satisfactory in form and substance to the Administrative Agent, theSyndication Agent and Special Counsel.

 

(r)                                    The definitionof “Term Loan Maturity Date” is amended by deleting the reference to “June 24,2009” and replacing it with “March 31, 2010.”

 

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(s)                                  Section 2.1(c) (IncrementalTerm Loans) is hereby amended by replacing the reference to “Term Loan MaturityDate” in clause (i) with “Tenth Amendment Date” and by adding thefollowing at the end of such section:

 

“(iii)                         Notwithstandingthe foregoing to the contrary, (A) the requirement that the $1,000,000 Series BIncremental Term Loans funded on the Tenth Amendment Date be in an aggregateprincipal amount of not less than $10,000,000 is hereby waived, and (B) uponthe consummation of the $1,000,000 Series B Incremental Term Loans fundedon the Tenth Amendment Date, the Borrower shall not have the right to requestfurther Incremental Term Loan Commitments.”

 

(t)                                    Section 2.4(a) (Lettersof Credit) is hereby amended by adding the following after the word Guarantorin the first sentence thereof, “(excluding, after the Tenth Amendment Date, anyCamping World Entity)” and adding the following at the end of such section, “Tothe extent that any Letters of Credit are outstanding on the Tenth AmendmentDate for the account of any Camping World Entity, the Borrower will cause suchCamping World Entity Letters of Credit to be replaced on the date of theconsummation of the Camping World Credit Facility by letters of credit issuedpursuant to the Camping World Credit Facility.”

 

(u)                                 Section 2.9(b) (Repaymentof Loans) is hereby amended by adding the following after the first sentencethereof:

 

“Inaddition to such quarterly principal payments, the Borrower herebyunconditionally promises to make Senior Principal Refunding Payments equal toan additional principal payment of $7,500,000 on September 1, 2009 and anadditional principal payment of $7,500,000 on February 27, 2010.”

 

(v)                                 Section 2.10(b)(ii) (Offeringof Debt or Equity) is hereby amended by adding the following at the end of suchparagraph:

 

“Notwithstandingthe foregoing to the contrary, upon the consummation of the Camping WorldFinancing, the Borrower shall make a Senior Principal Refunding Payment on theprincipal amount of the Term Loans hereunder in an aggregate amount not lessthan the greater of $18,500,000 or the Net Cash Payments of the Camping WorldFinancing except that for the thirty-day period commencing with the TenthAmendment Date, the Term Loans acquired by the Effective Date Assignee on theTenth Amendment Date (whether held by the Effective Date Assignee or itsassignees) shall benefit from any such payment resulting from the consummationof the Camping World Financing only to the extent of Net Cash Payments of theCamping World Financing in excess of $10,000,000.”

 

(w)                               Section 2.10(b)(iv) (ExcessCash Flow) is hereby deleted and replaced by the following:

 

“(iv)                        Excess CashFlow.  Not later than the date 90days after the end of each fiscal year of the Borrower commencing with thefiscal year ending December 31, 2009, the Borrower shall prepay the Loans(and/or provide cover for LC Exposure as specified in Section 2.4 (i)) andreduce the Commitments as provided in Section 2.10(c) in an amountequal to 100% of Excess Cash Flow for such fiscal year; *provided,however*, that with respect to the fiscal year ending December 31,2009, such prepayment shall be made no later than the date 85 days after theend of such fiscal year.”

 

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(x)                                   Section 2.10(b)(vii) (Prepaymentsfrom Controlled Dividend Account) is hereby deleted and replaced by thefollowing:

 

“(vii)                     [Reserved.]”

 

(y)                                 Section 2.11(a) (Fees)is hereby amended by replacing the reference to “0.50%” in the first sentencewith “1.00%.”

 

(z)                                   Section 6.9(Use of Proceeds) is hereby amended by deleting the third sentence thereof.

 

(aa)                            Section 6.10(a)(ii) (CertainObligations Respecting Subsidiaries and Collateral Security) is hereby deletedand replaced by the following:

 

“(ii) to take such action (including delivering such shares ofstock and such UCC financing statements) as shall be necessary to create andperfect valid and enforceable first priority Liens consistent with theprovisions of the applicable Collateral Documents but with respect to theCamping World Entities subject to the Liens securing the Camping World CreditFacility; and”

 

(bb)                          Section 6.14(Controlled Dividend Amount) is hereby deleted in its entirety.

 

(cc)                            Section 7.1(b),(c), (d), (e) and (f) are hereby deleted and replaced by thefollowing:

 

“(b)                           Indebtednessexisting on the Tenth Amendment Date and set forth in Schedule 4.14 and anyextension, renewal, refunding or replacement of any such Indebtedness that doesnot increase the principal amount thereof;

 

(c)                                  Indebtedness ofany Credit Party to any other Credit Party; *provided* that,after the Tenth Amendment Date, the aggregate Indebtedness owed by the CampingWorld Entities to the other Credit Parties plus the aggregate amount of anyInvestments made by the other Credit Parties in the Camping World Entitiesafter the Tenth Amendment Date shall not exceed the Investments permitted by Section 7.5(a)(i) andsuch Indebtedness shall be unsecured and shall only be used for working capitalpurposes or for capital expenditures in accordance with Section 7.9(e);

 

(d)                                 Guarantees byany Credit Party of Indebtedness of any other Credit Party (other thanIndebtedness of the Camping World Entities);

 

(e)                                  Indebtedness ofany Credit Party (determined on a consolidated basis without duplication inaccordance with GAAP) in an aggregate principal amount which does not exceed$1,000,000 at any one time outstanding;

 

(f)                                    SeniorSubordinated Notes in an aggregate principal amount not in excess of theaggregate amount of the Senior Subordinated Notes outstanding on the TenthAmendment Date, after giving effect to the issuance of the Note RepurchaseLoans and the repurchase or exchange of Senior Subordinated Notes with theproceeds thereof;”

 

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(dd)                          Section 7.1is hereby amended by deleting clause (g) and replacing in with thefollowing new clauses:

 

“(g)                           Indebtedness ofthe Borrower pursuant to the Second Lien Loan Documents in respect of any NoteRepurchase Loans;

 

(h)                                 Indebtedness ofthe Camping World Entities under the Camping World Credit Facility unless theCamping World Financing is consummated as an issuance of equity securities;

 

(i)                                     To the extentthat the Camping World Entities are unable or not permitted to makedistributions to the Borrower in amounts necessary to permit the Borrower tomake timely Senior Principal Refunding Payments under the second sentence of Section 2.9(b),unsecured Indebtedness of the Credit Parties to the Adams Parties in anaggregate amount not in excess of $15,000,000 (incurred in two tranches of$7,500,000 on or about of the date of such principal payments); *provided* such Indebtedness shall be junior and subordinatein right of payment to the obligations to the Lenders hereunder pursuant toprovisions reasonably satisfactory to the Administrative Agent and there willbe no principal or interest payments in respect of the such Indebtednessscheduled or required to be paid prior to the date occurring four months afterthe later to occur of the Revolving Credit Maturity Date and the Term LoanMaturity Date; and

 

(j)                                     unsecuredIndebtedness of the Credit Parties to the Adams Parties equal to the amount ofcash interest payments on $16,000,000 in aggregate principal amount of the TermLoans; *provided* such Indebtedness shall bejunior and subordinate in right of payment to the obligations to the Lendershereunder pursuant to provisions reasonably satisfactory to the AdministrativeAgent and there will be no principal or interest payments in respect of thesuch Indebtedness scheduled or required to be paid prior to the date occurringfour months after the later to occur of the Revolving Credit Maturity Date andthe Term Loan Maturity Date; *provided, further*,that the Borrower’s obligation to pay interest on the Term Loans shall not becontingent upon the receipt of the proceeds of any such Indebtedness.”

 

(ee)                            Section 7.2of the Credit Agreement is hereby amended by deleting the “and” at the end ofclause (h), replacing the “.” at the end of clause (i) with a “;” andadding the following to the end of such section:

 

“(j)                               Liens on theassets of the Borrower securing the Indebtedness described in Section 7.1(g);*provided* such Liens are subordinated tothe Lien securing the obligations to the Lenders hereunder pursuant to theSecond Lien Subordination Agreement; and

 

(k)                                  Liens on theassets of the Camping World Entities securing the Indebtedness described in Section 7.1(h).”

 

(ff)                                Section 7.3(c) ishereby deleted and replaced by the following:

 

“(c)                            Guarantees ofobligations of any Credit Party (other than any obligation of any of theCamping World Entities) by any other Credit Party and Guarantees by the CampingWorld Entities of the Indebtedness described in Section 7.1(h);”

 

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(gg)                          The secondparagraph of Section 7.4 is hereby deleted and replaced by the following:

 

“Notwithstanding theforegoing provisions of this Section 7.4:

 

(a)                                  any Subsidiary(other than any Camping World Entity) may be merged or consolidated with orinto any other Subsidiary (other than any Camping World Entity) or into theBorrower; *provided* that if any such transactionshall be between a Subsidiary and a Wholly Owned Subsidiary, the Wholly OwnedSubsidiary shall be the continuing or surviving corporation;

 

(b)                                 any Subsidiarymay sell, lease, transfer or otherwise dispose of any or all of its property(upon voluntary liquidation or otherwise) to any Subsidiary (other than anyCamping World Entity) that is a Wholly Owned Subsidiary of the Borrower;

 

(c)                                  the capitalstock of any Subsidiary may be sold, transferred or otherwise disposed of tothe Borrower or any Subsidiary that is a Wholly Owned Subsidiary of theBorrower (other than any Camping World Entity); and

 

(d)                                 any CampingWorld Entity may be merged or consolidated with or into any other Camping WorldEntity.”

 

(hh)                          Section 7.5(a)(i) (Investments)is hereby deleted and replaced by the following:

 

“(i)Investments by any Credit Party in any other Credit Party (afterthe Tenth Amendment Date, other than a Camping World Entity), advances by anyCredit Party to any other Credit Party (after the Tenth Amendment Date, otherthan a Camping World Entity), in the ordinary course of business and capitalcontributions by any Credit Party to any other Credit Party (after the TenthAmendment Date, other than a Camping World Entity), and after the TenthAmendment Date if and to the extent that the Camping World Entities do not havein sufficient cash and availability under the Camping World Credit Facility orotherwise to fund their working capital needs in the reasonable businessjudgment of the Camping World board of directors or to fund capitalexpenditures in accordance with Section 7.9(e), Investments by theBorrower in the Camping World Entities (including any Indebtedness to theBorrower permitted to be incurred under Section 7.1(i)) not in excess of$2,500,000, such Investments to be utilized only for working capital purposesor for capital expenditures in accordance with Section 7.9(e);”

 

(ii)                                  Section 7.5(a)(viii) (Investments)is hereby deleted and replaced by the following:

 

“(viii)                  [Reserved.]”

 

(jj)                                  Section 7.5(b) (HedgingAgreements) is hereby deleted and replaced by the following:

 

“(b)  From and after the Tenth Amendment Date, no Credit Partywill enter into any Hedging Agreement.”

 

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(kk)                            Section 7.6(Restricted Payments) is hereby deleted and replaced by the following:

 

“7.6                           RestrictedJunior Payments and Cash Flow Distributions.  No Credit Party will declare or make anyRestricted Junior Payment at any time; *provided*, *however*, that

 

(i) so long as no Default shall have occurred or be continuing orshall be caused thereby, the Borrower may declare and make Restricted JuniorPayments to the Holding Company in amounts equal to the Permitted TaxDistributions,

 

(ii) so long as no Default shall have occurred or be continuing orshall be caused thereby, the Borrower may make Restricted Junior Payments tothe Holding Company in an aggregate amount not in excess of $100,000 in anyfiscal year to provide funds to the Holding Company to pay administrativeexpenses and costs of registration of the Holding Company Notes, and

 

(iii) so long as no Default shall have occurred or be continuingor shall be caused thereby, the Borrower may declare and make Restricted JuniorPayments in amounts equal to the cash interest payments to the holders of theSenior Subordinated Notes in accordance with, and only to the extent requiredby, the indenture or other document governing such indebtedness; and

 

(iv) the Borrower may repurchase Senior Subordinated Notes fromthe holders of the Senior Subordinated Notes (collectively, the “NoteRepurchases”) with the proceeds of Note Repurchase Loans, *provided* that the cash consideration paid by the Borrowerfor Note Repurchases shall be less than the outstanding principal amount of therepurchased Senior Subordinated Notes;

 

*provided* that nothingherein shall be deemed to prohibit the making of any dividend or distributionby a Subsidiary to any other Credit Party and by a Camping World Entity to anyother Camping World Entity.”

 

(ll)                                  Section 7.7(v) (Transactionswith Affiliates) is hereby deleted and replaced by the following:

 

“(v)  the Credit Parties may engage in arms-length transactionsfor fair market value with or for the benefit of Affiliates not in excess of$10,000,000 in any fiscal year in addition to payments and transactionsreferred to in clauses (i) through (iv) above; and”

 

(mm)                      Section 7.8(Restrictive Agreements) is hereby amended by adding the following at the endof such section, “(C) Second Lien Loan Documents and (D) the CampingWorld Credit Agreement.”

 

(nn)                          Section 7.9(Certain Financial Covenants) is hereby deleted and replaced by the following:

 

“7.9                           CertainFinancial Covenants.

 

(a)                                  ConsolidatedFixed Charges Ratio.  The CreditParties will not permit the Consolidated Fixed Charges Ratio as of the end ofany fiscal quarter ending during the periods set forth below to be less thanthe ratio set opposite such period below:

 

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| **Period**                                                 | ** ** | **Ratio**    |
|------------------------------------------------------------|------------|--------------|
| From January 1, 2009 through September 30,  2009 |       | 1.05 to 1.00 |
| From October 1, 2009 through December 31,  2009  |       | 1.08 to 1.00 |
| From January 1, 2010 and at all times  thereafter     |       | 1.15 to 1.00 |

 

(b)                                 ConsolidatedTotal Leverage Ratio.  The CreditParties will not permit the Consolidated Total Leverage Ratio at any timeduring any period below to exceed the ratio set opposite such period below:

 
| **Period**                                              | ** ** | **Ratio**    |
|---------------------------------------------------------|------------|--------------|
| From January 1, 2009  through June 30, 2009   |       | 6.00 to 1.00 |
| From July 1, 2009  through September 30, 2009 |       | 5.50 to 1.00 |
| From October 1, 2009  and at all times thereafter  |       | 5.25 to 1.00 |

 

(c)                                  ConsolidatedSenior Leverage Ratio. The Credit Parties will not permit theConsolidated Senior Leverage Ratio at any time during any period below toexceed the ratio set opposite such period below:

 
| **Period**                                              | ** ** | **Ratio**    |
|---------------------------------------------------------|------------|--------------|
| From January 1, 2009  through March 31, 2009  |       | 2.65 to 1.00 |
| From April 1, 2009  through June 30, 2009     |       | 2.60 to 1.00 |
| From July 1, 2009  through September 30, 2009 |       | 2.40 to 1.00 |
| From October 1, 2009  and at all times thereafter  |       | 2.35 to 1.00 |

 

(d)                                 ConsolidatedInterest Coverage Ratio.  TheCredit Parties will not permit the Consolidated Interest Coverage Ratio as ofthe end of any fiscal quarter ending during the periods set forth below to beless than the ratio set opposite such period below:

 
| **Period**                                              | ** ** | **Ratio**    |
|---------------------------------------------------------|------------|--------------|
| From January 1, 2009  through March 31, 2009  |       | 1.85 to 1.00 |
| From April 1, 2009  through June 30, 2009     |       | 1.75 to 1.00 |
| From July 1, 2009  through September 30, 2009 |       | 1.70 to 1.00 |
| From October 1, 2009  and at all times thereafter  |       | 1.65 to 1.00 |

 

For purposes of calculating the financial covenants under Sections 7.9(a) through(d) for the period of four consecutive fiscal quarters ended March 31,2009, the transactions occurring on the Tenth Amendment Date (including theincurrence of the Note Repurchase Loans and the application of the proceedsthereof) shall be deemed to have occurred on the last day of such four fiscalquarter period.

 

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(e)                                  Capital Expenditures.  The Credit Parties will not permit:

 

(i)                                     the aggregateamount of Capital Expenditures to exceed $5,000,000 in any fiscal year; and

 

(ii)                                  prior to theconsummation of the Camping World Financing, the aggregate amount of CapitalExpenditures by the Camping World Entities to exceed $2,000,000 in any fiscalyear.”

 

(oo)                          Section 7.11(Management Compensation) is hereby deleted and replaced by the following:

 

“7.11                     [Reserved.]”

 

(pp)                          Section 7.12(Subordinated Indebtedness) is hereby amended by (a) replacing thereference to “Section 7.6(a)(viii)” with “Section 7.6(a)(iv)” and (b) adding“other than the Note Repurchase Loans” after the term “SubordinatedIndebtedness” in clause (a).

 

(qq)                          Section 7.16(Compensation Payments to Stephen Adams) is hereby deleted and replaced withthe following:

 

“7.16                     CompensationPayments to 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) inthe event of a change in circumstances related to management personnel ormanagement structure of the Credit Parties as a result of which Stephen Adamsis performing duties other than those performed by him as Chairman of the Boardof Directors of the Borrower prior to the date of the First Amendment, or (b) withthe consent of the Required Lenders.  NoCredit Party will accrue any Phantom Stock Accruals or make any cash paymentsin respect thereof or otherwise in respect of Phantom Stock Accruals pursuantto any Phantom Stock Agreements or otherwise.”

 

(rr)                                Section 8.1(Events of Default) is hereby amended by replacing clause (q) with thefollowing:

 

“(q)                           (i) anyholder of the Note Repurchase Loans shall assert that the Second LienSubordination Agreement is invalid or unenforceable or (ii) any holder ofthe Camping World Credit Facility shall assert that such credit facilitysecured by any assets of Credit Parties other than the Camping World Entities;”

 

(ss)                            Section 7.13(Modifications of Certain Documents) is hereby amended by adding the followingat the end of such section:

 

“NoCredit Party will consent to any modification, supplement or waiver of any ofthe provisions of the Purchase Note, the Intermediate Holdco Loan Documents orthe Intermediate Holdco Guaranty without the prior consent of the RequiredLenders.”

 

(tt)                                Section 10.2(Waivers; Amendments) is hereby amended by replacing clause (b)(v) withthe following:

 

“(v)                           alter therights or obligations of the Borrower to prepay Loans, other than mandatoryprepayments required by Section 2.10(b) of this Agreement, withoutthe 

 

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writtenconsent of each Lender; *provided* that Section 2.10(b)(ii) ofthis Agreement may not be amended in a manner adverse to the Effective DateAssignee or its assigns without the consent of the Effective Date Assignee orits assigns;”

 

(uu)                          Section 10.13(Confidentiality) is hereby amended by adding the following at the end of suchsection:

 

“Notwithstanding anything to the contrary contained in this Agreement,the other Loan Documents or any other agreements previously entered into or tobe entered into by and between the Borrower and one or more of the Lenders, theBorrower hereby consents to the disclosure by any Lender of information (the “InvestmentInformation”) about the Borrower and the Loans, which InvestmentInformation shall be limited to: (i) the Borrower’s name and address; (ii) thenature of the Borrower’s business; (ii) the title, class, percentage ofclass, and value of the Loans; (iv) the amount and general terms ofthe Loans; (v) such Lender’s relationship to the Borrower; and (vi) anyother information disclosed to rating agencies in connection with syndicationof the Loans or otherwise, or to any lender in connection withany other credit facility of such Lender provided, however,that in the event that a Lender files a registration statement (the “RegistrationStatement”) under the Securities Act of 1933 and/or is required to filecertain reports (the “Reports”) under the Exchange Act, the term “InvestmentInformation” as used herein shall include any other information about theBorrower or the Loans required by law to be included in the RegistrationStatement and/or the Reports.”

 

(vv)                          Schedule 4.14(Material Indebtedness) is hereby amended [in its entirety in the form of thedisclosures set forth in **Exhibit A**attached hereto and made a part hereof] / [by adding thereto the disclosures set forth in **Exhibit A** attached hereto and madea part hereof]

 

3.                                       **Amendmentto Series A Incremental Term Loan Agreement**.  Effective upon the satisfaction of theconditions set forth in Section 5, the Credit Parties, the Series AIncremental Lenders, and the Agents agree that the Series A IncrementalTerm Loan Agreement is hereby amended by adding the following to the end of thechart in Section 2.3 thereof (Repayment of Series A Incremental TermLoans):

 
| June 30,  2009      |   | $ | 62,500 |   |
|--------------------------|--------|---|--------|--------|
| September 30,  2009 |   | $ | 62,500 |   |
| December 31,  2009  |   | $ | 62,500 |   |

 

4.                                       **NoDefault; Representations and Warranties, etc**.  The Credit Parties hereby confirm that: (a) therepresentations and warranties of the Credit Parties contained in Article 4of the Credit Agreement are true on and as of the date hereof as if made onsuch date; (b) the Credit Parties are in compliance in all materialrespects with all of the terms and provisions set forth in the Credit Agreementon their part to be observed or performed thereunder; and (c) after givingeffect to this Amendment, no Event of Default, nor any event which with thegiving of notice or expiration of any applicable grace period or both wouldconstitute such an Event of Default, shall have occurred and be continuing.

 

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5.                                       **Conditionsto this Amendment**.  ThisAmendment shall not become effective until the date on which each of thefollowing conditions is satisfied or waived in writing by all of the RevolvingCredit Lenders:

 

(a)                                  Counterparts ofAmendment.  TheAdministrative Agent shall have received from the Credit Parties and all of theLenders either (i) a counterpart of this Amendment signed on behalf ofsuch Lenders or (ii) written evidence satisfactory to the AdministrativeAgent (which may include telecopy transmission of a signed signature page ofthis Amendment) that such parties have signed counterparts of this Amendment.

 

(b)                                 Note RepurchaseLoans.

 

(i)                                     The Borrowershall have consummated the Note Repurchase Loans in accordance with the termsand conditions of the Second Lien Loan Documents or the fulfillment of any suchconditions shall have been waived provided, that the consent of theAdministrative Agent shall be required for any material waiver of any provisionof such agreement;

 

(ii)                                  The Borrowershall have consummated in all material respects the Note Repurchase Loans in anaggregate principal amount of not more than $10,000,000 including the fundingof the initial loans thereon under the Second Lien Loan Documents in suchamounts, and the repurchase or exchange of the Senior Subordinated Notes withthe proceeds of the Note Repurchase Loans shall have been consummated; and

 

(iii)                               theAdministrative Agent shall have received copies of all instruments andagreements and legal opinions (and shall be entitled to rely thereon) relatingto the Note Repurchase Loans and the same shall be reasonably satisfactory tothe Administrative Agent and shall be in full force and effect and shall nothave been amended, modified or supplemented in any material respect.

 

(c)                                  Second LienSubordination Agreement.  TheAdministrative Agent, the holders of the Note Repurchase Loans and the Borrowershall have entered into the Second Lien Subordination Agreement, in form andsubstance satisfactory to the Administrative Agent, with respect to the NoteRepurchase Loans.

 

(d)                                 Certificate ofIncurrence of Indebtedness.  The Administrative Agent shall have receiveda certificate of a Financial Officer of the Borrower, in form and detailsatisfactory to the Administrative Agent, certifying that the incurrence of theNote Repurchase Loans and the Series B Incremental Term Loans are permittedby the terms of the Senior Subordinated Notes Indenture and the Holding CompanyNotes Indenture.

 

(e)                                  Effective DateAssignments.  Immediatelyafter the investment and prepayment of the Term Loans described in Section 5(i),an assignee acceptable to the Administrative Agent (the “Effective DateAssignee”), shall have acquired by assignment from current holders,pursuant to the terms of Section 10.4 of the Credit Agreement, not lessthan $15,000,000 in principal amount of existing Term Loans and shall haveentered into an agreement with the Administrative Agent, for the benefit of theLenders, with respect to any Loans held by the Effective Date Assignee.

 

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(f)                                    Effective DateRefunding Payments.  The AdministrativeAgent, for the benefit of the Lenders, shall have received on the TenthAmendment Date an optional prepayment in an aggregate principal amount not lessthan $3,000,000 on the Revolving Credit Loans.

 

(g)                                 IncrementalTerm Loans.  TheAdministrative Agent shall have received satisfactory evidence of the Borrower’sreceipt of not less than $1,000,000 in proceeds from a $1,000,000 IncrementalTerm Loan acquired by the Effective Date Assignee pursuant to an IncrementalTerm Loan Agreement, satisfactory in form and substance to the AdministrativeAgent and the proceeds of such Incremental Term Loans shall have been appliedto the payment of the fees and expenses of the transactions described in thisAmendment.

 

(h)                                 Stephen AdamsLimited Guaranty.  TheAdministrative Agent shall have received from Stephen Adams an executed limitedguaranty agreement, in form and substance satisfactory to the AdministrativeAgent, providing for a limited guaranty covering the following:  (i) not in excess of $15,000,000 for thetwo $7,500,000 principal payments required pursuant to Section 2.9(b) ofthe Credit Agreement, and (ii) cash interest payments on $16,000,000 inaggregate principal amount of the Term Loans. Such limited guaranty shall also contain a commitment from Mr. Adamsto make the loans described in Sections 7.1(i) and (j) of the CreditAgreement or to cause such loans to be made by an Adams Party.

 

(i)                                     Stephen AdamsInvestment.  TheAdministrative Agent shall have received satisfactory evidence of the investmentby Stephen Adams, indirectly through the Holding Company, in the equity (otherthan Disqualified Stock (as defined in Section 6(a) below)) of theBorrower in an amount not less than $8,500,000 and the Borrower shall haveapplied $500,000 of the proceeds of such investment to fees and expenses of thetransactions described herein and applied the remaining amount of suchinvestment to prepay the Term Loans notwithstanding any contrary percentage orany baskets described in Section 2.10(b)(ii) of the Credit Agreementand the terms and conditions of such investment shall be in form and substancesatisfactory to the Administrative Agent.

 

(j)                                     FinancialStatements.  TheBorrower shall have submitted to the Administrative Agent the audited financialstatements as described in Section 6.1(a) of the Credit Agreementtogether with an opinion of its independent accountants without a “goingconcern” exception and shall promptly file such financial statements with theSecurities and Exchange Commission.

 

(k)                                  Opinion. TheAdministrative Agent shall have received a favorable written opinion (addressedto the Administrative Agent and the Lenders and dated the Tenth Amendment Date)of Kaplan, Strangis and Kaplan, P.A., counsel to the Credit Parties, whichopinion shall be in form and substance satisfactory to the Administrative Agentand covering such matters relating to the Credit Parties, this Amendment andthe Transactions as the Required Lenders shall request (and each Credit Partyhereby requests such counsel to deliver such opinion).

 

(l)                                     Other Documents.  The Administrative Agent shall have receivedsuch other documents as any Agent or Special Counsel shall have reasonablyrequested.

 

(m)                               Expenses.  The Administrative Agent shall have receivedfor the benefit of the Lenders (other than the Effective Date Assignee) anamendment fee in the amount of 1.00% of the outstanding amount of the Loans andCommitments (after giving effect to the prepayments described herein and aftergiving effect to the assignment of Loans to the Effective Date Assignee byexcluding from such total outstanding Loans and Commitments for the purposes ofcalculating such fee, the Loans assigned to the Effective Date Assignee) andall other fees and 

 

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amounts due and payable onor prior to the date hereof, including, to the extent invoiced, all reasonableexpenses, including legal fees and disbursements incurred by the AdministrativeAgent in connection with this Amendment and the transactions contemplatedhereby and the reimbursement or payment of all other out-of-pocket expensesrequired to be reimbursed or paid by the Borrower under the Credit Agreement.

 

6.                                       **Covenantsand Assignments**.

 

(a)                                  Camping WorldFinancing.  TheBorrower shall use its best efforts to consummate one of the following (each a “CampingWorld Financing”) not later than September 15, 2009 (i) theCamping World Credit Facility in accordance with the terms and conditions ofthe Camping World Credit Agreement or another credit facility on terms that arenot less favorable than the Camping World Credit Facility providing forcommitments of not more than $35,000,000 and funding of the initial loansthereunder in an amount not less than $18,500,000; and the Administrative Agentshall have received copies of all instruments and agreements and legal opinions(and shall be entitled to rely thereon) relating to the Camping World CreditFacility and the same shall be reasonably satisfactory to the Required Lendersor (ii) the consummation of an equity offering (other than an offering ofDisqualified Stock) of the Camping World Entities for net proceeds not lessthan $18,500,000; and the Administrative Agent shall have received copies ofall instruments and agreements and legal opinions (and shall be entitled torely thereon) relating thereto and the same shall be reasonably satisfactory tothe Required Lenders.  Notwithstandingthe preceding sentence or anything herein to the contrary, the Liens of the Lendersin the Collateral shall not be subordinated to any lien or other securityinterest in favor of any lender under a Camping World Financing if theoutstanding proceeds of the loans under such Camping World Financing applied toprepay Loans are less than $18,500,000, without the consent of the Lendershaving Loans, LC  Exposure, and unusedCommitments representing more than 75% of the sum of the total Loans, LCExposure and unused Commitments at such time. Upon consummation of a Camping World Financing, the Loans shall bepromptly prepaid in an amount not less than the greater of $18,500,000 or theNet Cash Payments of the Camping World Financing pursuant to Section 2.10(b)(ii) ofthe Credit Agreement.  For purposes ofthis paragraph, “Disqualified Stock” means any capital stock which, byits terms (or by the terms of any security into which it is convertible or forwhich it is exchangeable), or upon the happening of any event, (a) matures(excluding any maturity as the result of an optional redemption by the issuerthereof) or is mandatorily redeemable, pursuant to a sinking fund obligation orotherwise, or is redeemable at the option of the holder thereof, in whole or inpart, on or prior to the first anniversary of the Revolving Credit MaturityDate, (b) is convertible into or exchangeable (unless at the sole optionof the issuer thereof) for (i) debt securities or (ii) any capitalstock referred to in (a) above, in each case at any time on or prior tothe first anniversary of the Revolving Credit Maturity Date, (c) whichprovides for payment of cash dividends prior to the Revolving Credit MaturityDate or (d) contains any mandatory repurchase obligation which may comeinto effect prior to payment in full of all Loans and other obligations of theCredit Parties under the Loan Documents; provided that any capital stockthat would not constitute Disqualified Stock but for provisions thereof givingholders thereof (or the holders of any security into or for which such capitalstock is convertible, exchangeable or exercisable) the right to require theissuer thereof to redeem such capital stock upon the occurrence of a change incontrol or an asset sale occurring prior to the first anniversary of theRevolving Credit Maturity Date shall not constitute Disqualified Stock if suchcapital stock provides that the issuer thereof will not redeem any such capitalstock pursuant to such provisions prior to 91 days following the repayment infull of the Loans.

 

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(b)                                 Camping WorldSubordination Agreement.  In connectionwith the consummation of the Camping World Credit Facility, if any, the Lendershereby authorize the Administrative Agent to, and agree that the AdministrativeAgent may, enter into the Camping World Subordination Agreement with theCamping World Lenders and the Camping World Entities pursuant to which theLiens of the Administrative Agent for the benefit of the Lenders on the equityand assets of the Camping World Entities shall be subordinated only to theLiens securing the Camping World Lenders for the Camping World Credit Facilitycontaining such terms as shall be satisfactory in form and substance to theRequired Lenders.

 

(c)                                  FinancialAdvisor**. **TheAdministrative Agent, for the benefit of the Lenders shall engage, and maycontinue to retain, at the sole cost and expense of the Borrower, at all timesand until the later to occur of the Revolving Credit Maturity Date or the TermLoan Maturity Date, a financial advisor for the benefit of the Lenders (the “FinancialAdvisor”).  The Credit Parties agreethat the Financial Advisor may visit and inspect their properties, examine andmake extracts of books and records and discuss their affairs, finances andcondition with their officers and independent accountants.

 

(d)                                 Control Agreements.  Not later than 90 days after the TenthAmendment Date (unless such time period is extended by the AdministrativeAgent), the Credit Parties shall deliver to the Administrative Agent fullyexecuted deposit control agreements, in form and substance satisfactory to theAdministrative Agent, granting to the Administrative Agent “control” (assuch term is used in Article 9 of the UCC) over the primary bank accountsof the Credit Parties as determined by the Administrative Agent.

 

(e)                                  Effective Date Assignments.

 

1.                                       Subject to thesatisfaction of the conditions set forth in Section 5 and effectiveimmediately after the investment and prepayment described in Section 5(i) (the“Effective Time”), each Lender hereby irrevocably sells and assigns tothe Effective Date Assignee without recourse to such Lender, and the EffectiveDate Assignee hereby irrevocably purchases and assumes from each such Lenderwithout recourse to such Lender, as of the date hereof, an interest (each an “AssignedInterest”) in and to such Lender’s pro rata share of $15,000,000 aggregateprincipal amount of the Term Loans and the rights and obligations under theCredit Agreement with respect thereto (the “Assigned Facilities”).  After the consummation of such assignment theEffective Date Assignee shall be the holder of $15,000,000 aggregate principalamount of Term Loans from the assignment of the Assigned Interests

 

2.                                       Each Lender (i) makesno representation or warranty and assumes no responsibility with respect to anystatements, warranties or representations made in or in connection with theCredit Agreement, any other Loan Document or any other instrument or documentfurnished pursuant thereto, or the execution, legality, validity,enforceability, genuineness, sufficiency or value of the Credit Agreement, anyother Loan Document or any other instrument or document furnished pursuantthereto, other than that it has not created any adverse claim upon the interestbeing assigned by it hereunder and that such interest is free and clear of anysuch adverse claim; (ii) makes no representation or warranty and assumesno responsibility with respect to the financial condition of the Credit Partiesor the Holding Company or any other obligation or the performance or observanceby the Credit Parties or the Holding Company or any other obligor of any oftheir respective obligations under the Credit Agreement, any other LoanDocument or any other instrument or document furnished pursuant hereto orthereto; and (iii) attaches the promissory note or notes held by it evidencingthe Assigned Facility or Facilities and requests that the Administrative Agentexchange such 

 

18

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promissory note(s) fornew promissory note(s) payable to any assigning Lender (if such assigningLender has retained any interest in the Assigned Facilities) and new promissorynote(s) payable to the Effective Date Assignee in the respective amountswhich reflect the assignment being made hereby (and after giving effect to anyother assignments which have become effective on the Effective Time).

 

(f)                                    Consent toAssignment. In accordance with Section 10.4(e) ofthe Credit Agreement, each Lender hereby approves assignments of interests inLoans being made on or about the Tenth Amendment Date to GSF Funding, LLC, aDelaware limited liability company (“GSF”); *provided*,that GSF shall have entered into an agreement with the Administrative Agent,for the benefit of the Lenders, with respect to any Loans held by GF insubstantially the same form as the agreement entered into by the Effective DateAssignee and the Administrative Agent in accordance with Section 5(b)(e) hereof.

 

3.                                       The EffectiveDate Assignee (i) represents and warrants that it is legally authorized toenter into this Amendment; (ii) confirms that it has received a copy ofthe Credit Agreement, together with copies of the financial statements referredto in Section 4.4 thereof, the financial statements delivered pursuant to Section 6.1thereof, if any, and such other documents and information as it has deemedappropriate to make its own credit analysis and decision to enter into thisAmendment; (iii) agrees that it will, independently and without relianceupon the Administrative Agent or any Lender and based on such documents andinformation as it shall deem appropriate at the time, continue to make its owncredit decisions in taking or not taking action under the Credit Agreement, anyother Loan Document or any other instrument or document furnished pursuanthereto or thereto; (iv) appoints and authorizes the Administrative Agentto take such action as agent on its behalf and to exercise such powers anddiscretion under the Credit Agreement, the promissory note(s) or any otherinstrument or document furnished pursuant hereto or thereto as are delegated tothe Administrative Agent by the terms thereof, together with such powers as areincidental thereto; and (v) agrees that it will be bound by the provisionsof the Credit Agreement and will perform in accordance with its terms all theobligations which by the terms of the Credit Agreement are required to beperformed by it as a Lender including, if it is organized under the laws of ajurisdiction outside the United States of America, its obligation pursuant to Section 2.16(e) ofthe Credit Agreement to deliver the forms prescribed by the Internal RevenueService of the United States certifying as to the Effective Date Assignee’sexemption from United States withholding taxes with respect to all payments tobe made to the Effective Date Assignee under the Credit Agreement, or suchother documents as are necessary to indicate that all such payments are subjectto such tax at a rate reduced by an applicable tax treaty.

 

4.                                       This Amendmentwill be delivered to the Administrative Agent for acceptance and recording bythe Administrative Agent pursuant to Section 10.4 of the Credit Agreement,effective as of the Effective Time.

 

5.                                       Upon suchacceptance and recording, from and after the Effective Time, the AdministrativeAgent shall make all payments in respect of each Assigned Interest (includingpayments of principal, interest, fees and other amounts) to the Effective DateAssignee that accrue subsequent to the Effective Time.

 

6.                                       From and afterthe Effective Time, (i) the Effective Date Assignee shall be a party to theCredit Agreement and, to the extent provided herein, have the rights andobligations of a Lender thereunder and under its promissory note(s) andshall be bound by the provisions thereof and (ii) each Lender shall, tothe extent provided in this Amendment, relinquish its rights 

 

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and be released from itsobligations under the Credit Agreement except as provided in Section 10.5of the Credit Agreement and except as to any payments of interest or fees accruedprior to the Effective Time.

 

7.                                       **Miscellaneous**.

 

(a)                                  Loan DocumentsEffective.  Except tothe extent specifically amended or waived hereby, the Credit Agreement, theLoan Documents and all related documents shall remain in full force andeffect.  Whenever the terms or sectionsamended hereby shall be referred to in the Credit Agreement, Loan Documents orsuch other documents (whether directly or by incorporation into other definedterms), such defined terms shall be deemed to refer to those terms or sectionsas amended by this Amendment.  Nothingherein shall be deemed to constitute a modification, amendment or waiver of anyother term or condition of the Credit Agreement.

 

(b)                                 Acknowledgementof Perfection of Security Interests.  Each Credit Party hereby acknowledges that,as of the date hereof, the security interests and Liens granted to theAdministrative Agent and the Lenders under the Credit Agreement and the LoanDocuments are in full force and effect, are properly perfected and areenforceable in accordance with the terms of the Credit Agreement and the otherLoan Documents.

 

(c)                                  FurtherAssurances.  Uponrequest from the Administrative Agent, the Credit Parties hereby agree toexecute such amendments, supplements or modifications to the Collateral Documentsto account for the transactions contemplated by this Amendment.

 

(d)                                 Counterparts.  This Amendment may be executed in any numberof counterparts, each of which, when executed and delivered, shall be anoriginal, but all counterparts shall together constitute one instrument.

 

(e)                                  Governing Law.  This Amendment shall be governed by the lawsof the Commonwealth of Massachusetts and shall be binding upon and inure to thebenefit of the parties hereto and their respective successors and assigns.

 

8.                                       **Releaseof Cash Collateral**.  Effectiveupon the satisfaction of the conditions set forth in Section 5, Lendershereby irrevocably authorize Administrative Agent to release, and IssuingLenders hereby agree to release and promptly return, the cash collateral in theamount of $7.84 million deposited by Borrower and held by Issuing Lenders inaccordance with Section 2.4(c)(ii)(1) of the Credit Agreement.

 

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IN WITNESS WHEREOF, the parties hereto have executed this Amendmentwhich shall be deemed to be a sealed instrument as of the date first abovewritten.

 
|   | BORROWER                                          |
|--------|---------------------------------------------------|
|   |                                              |
|   | AFFINITY  GROUP, INC.                             |
|   |                                              |
|   | By:                                               | /s/  Thomas F. Wolfe |
|   |                                              | Name: | Thomas  F. Wolfe |
|   |                                              | Title: | Chief Financial Officer |
|   |                                              |
|   |                                              |
|   | SUBSIDIARIES/GUARANTORS                           |
|   |                                              |
|   | AFFINITY  ADVERTISING, LP                         |
|   |                                              |
|   | By:                                               | VBI,  INC., its General Partner |
|   |                                              |
|   | By:                                               | /s/  Thomas F. Wolfe |
|   |                                              | Name: | Thomas  F. Wolfe |
|   |                                              | Title: | Chief Financial Officer |
|   |                                              |
|   | AFFINITY BROKERAGE, INC.                          |
|   | AFFINITY ROAD AND TRAVEL  CLUB, INC.              |
|   | AGI PRODUCTIONS, INC.                             |
|   | ARU, INC.                                         |
|   | CAMP COAST TO COAST, INC.                         |
|   | CAMPING REALTY, INC.                              |
|   | CAMPING WORLD, INC.                               |
|   | CAMPING WORLD INSURANCE  SERVICES OF NEVADA, INC. |
|   | CAMPING WORLD INSURANCE  SERVICES OF TEXAS, INC.  |
|   | COAST MARKETING GROUP,  INC.                      |
|   | CWI, INC.                                         |
|   | CW MICHIGAN, 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.                                         |
|   |                                              |
|   | By:                                               | /s/  Thomas F. Wolfe |
|   |                                              | Name: | Thomas  F. Wolfe |
|   |                                              | Title: | Chief Financial Officer |

 

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**AGREEMENT OF HOLDING COMPANY AND**

 

**RATIFICATION OF NONRECOURSE GUARANTY**

 

Theundersigned hereby agrees to the provisions of Section 2 above and asguarantor hereby acknowledges and consents to the foregoing Amendment as of thedate hereof, and agrees that the Amended and Restated Nonrecourse Guaranty andPledge Agreement dated as of March 24, 2005 (as amended, supplemented orotherwise modified) remains in full force and effect, and the undersignedconfirms and ratifies all of its obligations thereunder.

 
|   | AFFINITY  GROUP HOLDING INC.                                     |
|--------|------------------------------------------------------------------|
|   |                                                             |
|   |                                                             |
|   | By:                                                              | /s/  Thomas F. Wolfe |
|   |                                                             | Name: | Thomas  F. Wolfe |
|   |                                                             | Title: | Chief Financial Officer |
|   |                                                             |
|   |                                                             |
|   | ADMINISTRATIVE  AGENT and                                        |
|   | ISSUING  LENDER                                                  |
|   |                                                             |
|   |                                                             |
|   | CANADIAN  IMPERIAL BANK OF COMMERCE, as Administrative Agent and |
|   | Issuing  Lender                                                  |
|   |                                                             |
|   |                                                             |
|   | By:                                                              | /s/  Michael J. Gewirtz |
|   |                                                             | Name: | Michael  J. Gewirtz |
|   |                                                             | Title: | Executive  Director |

 

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