**Exhibit 10.32**

 

**SECOND LIEN**

**NOTE PURCHASE AGREEMENT**

 

SECONDLIEN NOTE PURCHASE AGREEMENT dated as of June 5, 2009 among AFFINITY GROUP, INC., THEGUARANTORS PARTY HERETO, THE ADMINISTRATIVE AGENT and THE NOTE PURCHASERS PARTYHERETO.

 

The parties hereto agreeas follows:

 

**ARTICLE I****Definitions**

 

1.1           **Defined Terms**.  Asused in this Agreement, the following terms have the meanings specified below:

 

“Acquisition”means any transaction, or any series of related transactions, consummated afterthe date hereof, by which (i) any Credit Party acquires the business of,or all or substantially all of the assets of, any firm or corporation which isnot a Credit Party, or any division of such firm or corporation, located in aspecific geographic area or areas, whether through purchase of assets, purchaseof stock, merger or otherwise or (ii) any Person that was not theretoforea Subsidiary of a Credit Party becomes a Subsidiary of a Credit Party.

 

“Additional Mortgage”has the meaning assigned to such term in Section 6.13(b)(i).

 

“Additional MortgagePolicies” has the meaning assigned to such term in Section 6.13(b)(vi).

 

“Additional MortgagedProperty” has the meaning assigned to such term in Section 6.13(b).

 

“AdamsParty” means StephenAdams, his wife, his children, his grandchildren, and trusts of which he, hiswife, his children and his grandchildren are the sole beneficiaries and forwhich one or more of such individuals are the trustee(s).

 

“Administrative Agent”means New York Life Investment Management LLC in its capacity as Administrative Agent for thePurchasers hereunder, and shall include any successor to the AdministrativeAgent appointed pursuant to Section 9.6.

 

“AdministrativeQuestionnaire” means an Administrative Questionnaire in a form supplied bythe Administrative Agent.

 

“Affiliate” means,with respect to a specified Person, another Person that directly, or indirectlythrough one or more intermediaries, Controls or is Controlled by or is undercommon Control with the Person specified. Notwithstanding the foregoing, (a) no individual shall be anAffiliate solely by reason of his or her being a director, officer or employeeof any Credit Party and (b) none of the Credit Parties shall beAffiliates.

 

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“Agent” means theAdministrative Agent.

 

“Agreement” meansthis Credit Agreement, as amended, supplemented or otherwise modified from timeto time.

 

“Applicable Percentage”means with respect to any Purchaser in respect of any indemnity claim under Section 10.3(c) arisingout of an action or omission of the Administrative Agent under this Agreement,the percentage of the total Notes hereunder represented by the aggregate amountof such Purchaser’s Notes hereunder.

 

“Approved Fund”means, with respect to any Purchaser, any fund that invests (in whole or inpart) in commercial loans and is managed, advised or serviced by such Purchaseror the same investment advisor as such Purchaser or by an Affiliate of suchPurchaser or such investment advisor.

 

“Asset Sale” hasthe meaning given to that term in the FRH Preferred.

 

“Assignment andAcceptance” means an assignment and acceptance entered into by a Purchaserand an assignee (with the consent of any party whose consent is required by Section 10.4),and accepted by the Administrative Agent, or any other form approved by theAdministrative Agent.

 

“Basic Documents”means the Note Documents, the First Lien Loan Documents, the SeniorSubordinated Note Indenture, the Senior Subordinated Notes, and any relatedagreement.

 

“Board” means theBoard of Governors of the Federal Reserve System of the United States ofAmerica.

 

“Bond PurchaseAgreement” has the meaning given to that term in Section 5.1(c) hereof.

 

“Borrower” meansAffinity Group, Inc., a Delaware corporation.

 

“Borrowing” meansthe issuance of a Note or Notes under this Agreement.

 

“Business Day”means any day that is not a Saturday, Sunday or other day on which commercialbanks in New York City are authorized or required by law to remain closed.

 

“Camping World”means, collectively, CWI, Inc., a Kentucky corporation and a Wholly-OwnedSubsidiary of the Borrower, and Camping World, Inc, a Kentucky corporation anda Wholly-Owned Subsidiary of CWI, Inc.

 

“Camping World CreditAgreement” means the credit agreement among the Camping World Entities andthe Camping World Purchasers, with such terms and conditions as shall besatisfactory in form and substance to the First Lien Administrative Agent.

 

“Camping World CreditFacility” means an asset-based credit facility established pursuant to theCamping World Credit Agreement having market terms and conditions

 

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as determined by the First Lien Administrative Agent, secured by afirst lien on the equity and assets of the Camping World Entities and providingaggregate revolving credit commitments not less than $18,000,000 and not inexcess of $38,500,000.

 

“Camping WorldEntities” means CWI, Inc., Camping World, Inc. and theirSubsidiaries.

 

“Camping WorldFinancing” means (i) the Camping World Credit Facility in accordancewith the terms and conditions of the Camping World Credit Agreement or anothercredit facility on terms that are not less favorable than the Camping WorldCredit Facilityproviding for commitments of not more than $38,500,000 and funding of theinitial Notes thereunder in an amount not less than $16,650,000, or (ii) theconsummation of an equity offering (other than an offering of DisqualifiedStock) of the Camping World Entities for net proceeds not less than$16,650,000.

 

“Camping WorldPurchasers” means the holders of the indebtedness under the Camping WorldCredit Facility and any agents for such Purchasers.

 

“Camping WorldSubordination Agreement” means the Subordination and IntercreditorAgreement to be executed and delivered by all of the Camping World Entities,the Administrative Agent, the First Lien Administrative Agent and the CampingWorld Purchasers, as such agreement may be amended, supplemented or otherwisemodified from time to time, in form and substance satisfactory to the RequiredPurchasers.

 

“Capital Expenditures”means, for any period, (A) the sum for the Credit Parties (determined on aconsolidated basis without duplication in accordance with GAAP of the aggregateamount of expenditures (including the aggregate amount of Capital LeaseObligations incurred during such period) made to acquire or construct fixedassets, plant and equipment (including renewals, improvements and replacements,but excluding repairs) during such period computed in accordance with GAAP; *provided* that such term shall not include any suchexpenditures in connection with any replacement or repair of Property affectedby a Casualty Event minus (B) any Net Cash Payments from aDisposition permitted hereunder (other than a Sale-Leaseback Transaction)reinvested pursuant to Section 2.4(b)(iii) not in excess of theaggregate amount of Capital Expenditures previously made in respect of assetssubject to such Disposition. Notwithstanding the foregoing, the purchase price of any Acquisitionshall not be deemed a “Capital Expenditure” for purposes hereof.

 

“Capital Lease Obligations”of any Person means the obligations of such Person to pay rent or other amountsunder any lease of (or other arrangement conveying the right to use) real orpersonal property, or a combination thereof, which obligations are required tobe classified and accounted for as capital leases on a balance sheet of suchPerson under GAAP, and the amount of such obligations shall be the capitalizedamount thereof determined in accordance with GAAP.

 

“Cash Equivalents”means, as at any date of determination, (i) marketable securities (a) issuedor directly and unconditionally guaranteed as to interest and principal by theUnited States Government, (b) issued by any agency of the United Statesthe obligations of which are backed by the full faith and credit of the UnitedStates, in each case maturing within one year after such date; (ii) marketabledirect

 

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obligations issued by any state of the United States of America or anypolitical subdivision of any such state or any public instrumentality thereof,in each case maturing within one year after such date and having, at the timeof the acquisition thereof, the highest rating obtainable from either Standard &Poor’s (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”);(iii) commercial paper maturing no more than one year from the date ofcreation thereof and having, at the time of the acquisition thereof, a ratingof at least A-1 from S&P or at least P-1 from Moody’s; (iv) certificatesof deposit or bankers’ acceptances maturing within one year after such date andissued or accepted by any Purchaser or by any commercial bank organized underthe laws of the United States of America or any state thereof or the Districtof Columbia that (1) is at least “adequately capitalized” (as defined inthe regulations of its primary Federal banking regulator) and (2) has Tier1 capital (as defined in such regulations) of not less than $100,000,000; and (v) sharesof any money market mutual fund that (1) has at least 95% of its assetsinvested continuously in the types of investments referred to in clauses (i) and(ii) above, (2) has net assets of not less than $500,000,000, and (3) hasthe highest rating obtainable from either S&P or Moody’s, or (c) othercash equivalent investments agreed to from time to time between the Borrowerand the First Lien Administrative Agent.

 

“Cash Interest Expense”means, for any period, the sum, for the Credit Parties (determined on aconsolidated basis without duplication in accordance with GAAP) of thefollowing: (a) all interest in respect of Indebtedness actually paidduring such period plus (b) the amount of Restricted JuniorPayments made to the Holding Company pursuant to Section 7.6(a) duringsuch period unless such Restricted Junior Payment is made with the proceeds ofdistributions or other payments made by FRH to CWFR in respect of the FRHPreferred Equity Interest and is subsequently distributed by CWFR to theBorrower plus (c) the net amounts paid in cash under HedgingAgreements during such period including, fees, but excluding legal fees andother similar transaction costs and payments made in cash by reason of theearly termination of Hedging Agreements in effect on the Effective Date plus(d) all fees, including letter of credit fees and expenses, paid hereunderafter the Effective Date but excluding all fees, commissions and expenses(including reimbursement of legal fees and similar transaction costs) paid onthe Effective Date in respect of this Agreement.  Notwithstanding anything contained in theforegoing which may be to the contrary, consent fees, waiver fees, deferredfinancing costs or intangible assets which are paid or are written off as aconsequence of the waiver, amendment, repayment and discharge of Indebtednessshall not be included in Cash Interest Expense.

 

Notwithstanding theforegoing, if during any period for which Cash Interest Expense is beingdetermined, any Credit Party shall have consummated any Acquisition, then, forall purposes of this Agreement, any Indebtedness incurred in connection withsuch Acquisition shall be deemed to have incurred on a pro-forma basis, as ifsuch Acquisition had been consummated on the first day of such period and underthe assumption that interest for such period had been equal to the actualweighted average interest rate in effect for the Notes hereunder on the date ofsuch Acquisition.

 

“Casualty Event”means, with respect to any Property of any Person, any loss of or damage to, orany condemnation or other taking of, such Property for which such Person or anyof its Subsidiaries receives insurance proceeds, or proceeds of a condemnationaward or other compensation.

 

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“Change in Law”means (a) the adoption of any law, rule or regulation after EffectiveDate, (b) any change in any law, rule or regulation or in theinterpretation or application thereof by any Governmental Authority (whether ornot having the force of law) after the Effective Date or (c) compliance byany Purchaser (or, for purposes of Section 2.14(b), by any lending officeof such Purchaser or by such Purchaser’s holding company, if any) with anyrequest, guideline or directive (whether or not having the force of law) of anyGovernmental Authority made or issued after the Effective Date.

 

“Code” means theInternal Revenue Code of 1986, as amended from time to time.

 

“Collateral”means, collectively, all of the real, personal and mixed property (includingcapital stock and other equity interests) in which Liens are purported to begranted pursuant to the Collateral Documents as security for all obligations ofthe Credit Parties hereunder.

 

“Collateral Documents”means the Holding Company Collateral Documents, the Pledge Agreement, theSecurity Agreement, the Trademark Security Agreement, the Mortgages and allother agreements, instruments or documents delivered by any Credit Party orAffiliate thereof pursuant to this Agreement or any of the other Note Documentsin order to grant to the Administrative Agent a Lien on any real, personal ormixed property of that Credit Party as security for any of its obligationshereunder.

 

“Commitment”means, with respect to each Note Purchaser, the agreement of such NotePurchaser to purchase Notes hereunder. The aggregate original amount of the Commitments is $9,716,666.67.

 

“ComplianceCertificate” means a certificate signed by a Financial Officer of theBorrower (i) certifying as to whether a Default has occurred and, if aDefault has occurred, specifying the details thereof and any action taken orproposed to be taken with respect thereto, (ii) setting forth reasonablydetailed calculations demonstrating compliance with Section 7.9, and (iii) statingwhether any change in GAAP or in the application thereof has occurred since thedate of the audited financial statements referred to in Section 4.4 and,if any such change has occurred, specifying the effect of such change on thefinancial statements accompanying such certificate.

 

“Conforming LeaseholdInterest”  means any RecordedLeasehold Interest as to which the lessor has agreed in writing for the benefitof the Administrative Agent (which writing has been delivered to theAdministrative Agent), whether under terms of the applicable lease, under theterms of a Landlord Consent and Estoppel, or otherwise, to the mattersdescribed in the form of Landlord Consent and Estoppel approved by theAdministrative Agent in its reasonable discretion, which interest, if asubleasehold interest or sub-subleasehold interest, is not subject to anycontrary restrictions contained in a superior lease or sublease.

 

“ConsolidatedFixed Charges Ratio” means, as at any date, the ratio of (a) the totalof (i) EBITDA for the period of four consecutive fiscal quarters ending onor most recently ended prior to such date minus (ii) the aggregateamount of all Non-Financed Capital Expenditures made during such period plus(iii) any increase in Deferred Revenues during such period minus (iv) anydecrease in Deferred Revenues during such period, to (b) the sum for theCredit Parties (determined on a consolidated basis

 

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without duplication in accordance with GAAP)of the following: (i) Cash Interest Expense for such period, plus (ii) allregularly scheduled payments of principal on any Indebtedness (including theTerm Loans and the principal component of any payments in respect of CapitalLease Obligations, but excluding (x) any prepayments pursuant to Section 2.4(y) any Senior Principal Refunding Payments and (z) the HedgingAgreement settlement payment made on the Effective Date in an aggregate amountnot to exceed $2,600,000) for such period plus (iii) the aggregateamount paid, or required to be paid (without duplication as between fiscalperiods), in cash in respect of income, franchise and other like taxes(excluding real estate taxes) for such period (to the extent not deducted indetermining EBITDA for such period) (but excluding any accrued tax liabilitynot paid in cash resulting from the election by the Borrower to be treated asan “S Corporation” under the Code or from the election by the Borrower to treatany of the Guarantors 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.

 

“Consolidated InterestCoverage Ratio” means, as at any date, the ratio of (a) EBITDA for theperiod of four consecutive fiscal quarters ending on or most recently endedprior to such date, to (b) Cash Interest Expense for such period.

 

“ConsolidatedSenior Leverage Ratio” means, as at any date, the ratio of (a) SeniorDebt minus cash and Cash Equivalents held by the Credit Parties on suchdate to the extent such cash and Cash Equivalents are unrestricted andavailable for the payment of the debts of the Credit Parties in an aggregateamount not in excess of the sum of $10,000,000 plus cash collateral held by theIssuing Lender (as defined in the First Lien Credit Agreement) pursuant to theterms of the First Lien Credit Agreement to (b) EBITDA for the period offour consecutive fiscal quarters ending on or most recently ended prior to suchdate.

 

“ConsolidatedTotal Leverage Ratio” means, as at any date, the ratio of (a) theIndebtedness of the Credit Parties excluding amounts described in clauses (d) and(g) of the definition of “Indebtedness” (determined on a consolidatedbasis without duplication in accordance with GAAP), including SubordinatedIndebtedness, minus cash and Cash Equivalents held by such CreditParties on such date to the extent to such cash and Cash Equivalents areunrestricted and available for the payment of the debts of the Credit Partiesin an aggregate amount not in excess of the sum of $10,000,000 plus cashcollateral held by the Issuing Lender (as defined in the First Lien CreditAgreement) pursuant to the terms of the First Lien Credit Agreement to (b) EBITDAfor the period of four consecutive fiscal quarters ending on or most recentlyended prior to such date.

 

“Control” meansthe possession, directly or indirectly, of the power to direct or cause thedirection of the management or policies of a Person, whether through theability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled”have meanings correlative thereto.

 

“Credit Parties”means (a) the Borrower and (b) its Subsidiaries other than CWFR.

 

“CWFR” means CWFRCapital Corp., a Wholly Owned Subsidiary of CWI, Inc.

 

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“Default” meansany event or condition which constitutes an Event of Default or which uponnotice, lapse of time or both would, unless cured or waived, become an Event ofDefault.

 

“Deferred Revenues”means that portion of subscription and membership revenues, product andservices revenues and publication revenues carried as a liability by any of theCredit Parties on the balance sheet of that Person, which will be recognized asrevenue on that Person’s statement of operations in future periods, all asdetermined in accordance with GAAP.

 

“Disposition”means any sale, assignment, lease, transfer or other disposition of anyproperty (whether now owned or hereafter acquired) by any Credit Party to anyother Person excluding (a) the granting of Liens the granting of Liens tothe Administrative Agent on behalf of the Purchasers pursuant to the CollateralDocuments, and (b) any sale, assignment, transfer or other disposition of (i) anyproperty sold or disposed of in the ordinary course of business and on ordinarybusiness terms, (ii) any property no longer used or useful in the businessof the Credit Parties and (iii) any Collateral under and as defined in theCollateral Documents pursuant to an exercise of remedies by the AdministrativeAgent thereunder.

 

“DispositionInvestment” means, with respect to any Disposition, any promissory notes orother evidences of indebtedness or Investments received by any Credit Party inconnection with such Disposition.

 

“EBITDA” means, for any period, operating income for the CreditParties (determined on a consolidated basis without duplication in accordancewith GAAP) for such period plus (to the extent deducted in computing operatingincome) (a) income, franchise and other like taxes (excluding real estatetaxes) expensed during such period, interest, depreciation, amortization andother write-offs of intangible assets such as goodwill and any other non-cashincome or charges expensed for such period (including such charges in respectof Phantom Stock Accruals) and (except to the extent received or paid in cashby the Credit Parties) income or loss attributable to equity in Affiliates forsuch period), excluding from the calculation of such operating income anyextraordinary and unusual gains or losses during such period and excluding fromthe calculation of such operating income the income or loss from any CasualtyEvents and Dispositions.  Notwithstandingthe foregoing which may be to the contrary, amounts accrued or paid as consentfees, waiver fees, deferred financing costs or intangible assets which arewritten off as a consequence of the waiver, amendment, repayment or dischargeof Indebtedness under the Credit Agreement and, commencing with the fiscal yearending December 31, 2009, any costs, expenses or payments made inconnection with termination of employees, shall not be deducted in determiningoperating income, provided, however, that during the term of this Agreement,the aggregate amount (on a cumulative basis) of costs, expenses or payments inconnection with the termination of employees not deducted from operating incomepursuant to this sentence shall not exceed $1,500,000 in the aggregate.

 

Notwithstanding theforegoing, if during any period for which EBITDA is being determined, anyCredit Party shall have consummated any Acquisition and (if such acquisition isa stock or other equity Acquisition) the company acquired in such Acquisitionbecomes a Subsidiary in accordance with the provisions of Section 6.10(a) then,for all purposes of this Agreement, EBITDA shall be determined on a pro forma 

 

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basis as if such Acquisition had been made or consummated on the firstday of such period.

 

“Effective Date”means the date on which the conditions specified in Section 5.1 aresatisfied (or waived in accordance with Section 10.2).

 

“Environmental Laws”means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments,injunctions, notices or binding agreements issued, promulgated or entered intoby any Governmental Authority, relating in any way to the environment,preservation or reclamation of natural resources, the management, release orthreatened release of any Hazardous Material or to health and safety matters.

 

“EnvironmentalLiability” means any liability, contingent or otherwise (including anyliability for damages, costs of environmental remediation, fines, penalties orindemnities), of any Credit Party directly or indirectly resulting from orbased upon (a) violation of any Environmental Law, (b) thegeneration, use, handling, transportation, storage, treatment or disposal ofany Hazardous Materials, (c) exposure to any Hazardous Materials, (d) therelease or threatened release of any Hazardous Materials into the environmentor (e) any contract, agreement or other consensual arrangement pursuant towhich liability is assumed or imposed with respect to any of the foregoing.

 

“Equity Rights”means, with respect to any Person, any subscriptions, options, warrants,commitments, preemptive rights or agreements of any kind (including anystockholders’ or voting trust agreements) for the issuance or sale of, orsecurities convertible into, any additional shares of capital stock of anyclass, or partnership or other ownership interests of any type in, such Person.

 

“ERISA” means theEmployee Retirement Income Security Act of 1974, as amended from time to time.

 

“ERISA Affiliate”means any trade or business (whether or not incorporated) that, together withthe Borrower, is treated as a single employer under Section 414(b) or(c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412of the Code, is treated as a single employer under Section 414 of theCode.

 

“ERISA Event”means (a) any “reportable event”, as defined in Section 4043 of ERISAor the regulations issued thereunder with respect to a Plan (other than anevent for which the 30-day notice period is waived), (b) the existencewith respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412of the Code or Section 302 of ERISA), whether or not waived, (c) thefiling pursuant to Section 412(d) of the Code or Section 303(d) ofERISA of an application for a waiver of the minimum funding standard withrespect to any Plan, (d) the incurrence by the Borrower or any of itsERISA Affiliates of any liability under Title IV of ERISA with respect to thetermination of any Plan, (e) the receipt by the Borrower or any ERISA Affiliatefrom the PBGC or a plan administrator of any notice relating to an intention toterminate any Plan or Plans or to appoint a trustee to administer any Plan, (f) theincurrence by the Borrower or any of its ERISA Affiliates of any liability withrespect to the withdrawal or partial withdrawal from any Plan or MultiemployerPlan, or (g) the receipt by the Borrower or any ERISA Affiliate of anynotice, or the receipt by any Multiemployer Plan from the Borrower or any ERISAAffiliate of any notice, concerning the imposition of Withdrawal Liability or a

 

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determination that a Multiemployer Plan is, or is expected to be,insolvent or in reorganization, within the meaning of Title IV of ERISA.

 

“Event of Default”has the meaning assigned to such term in Section 8.1.

 

“Exchange Act”means the United States Securities Exchange Act of 1934, as amended.

 

“Excluded Taxes”means, with respect to the Administrative Agent, any Purchaser or any otherrecipient of any payment to be made by or on account of any obligation of theBorrower hereunder, (a) income, net worth or franchise taxes or any liketaxes imposed on (or measured by) its net income or net worth by the UnitedStates of America, or by the jurisdiction under the laws of which suchrecipient is organized or in which its principal office is located or, in thecase of any Purchaser, in which its applicable lending office is located or inwhich it is taxable solely on account of some connection other than theexecution, delivery or performance of this Agreement or the receipt of incomehereunder, (b) any branch profits taxes imposed by the United States ofAmerica or any similar tax imposed by any other jurisdiction in which theBorrower is located and (c) in the case of a Foreign Purchaser (other thanan assignee pursuant to a request by the Borrower under Section 2.18(b)),any withholding tax that is imposed on amounts payable to such ForeignPurchaser at the time such Foreign Purchaser becomes a party to this Agreementor is attributable to such Foreign Purchaser’s failure or inability to complywith Section 2.16(e), except to the extent that such Foreign Purchaser’sassignor (if any) was entitled, at the time of assignment, to receiveadditional amounts from the Borrower with respect to such withholding tax pursuantto Section 2.16(a).

 

“Financial Officer”means the chief financial officer, principal accounting officer, treasurer orcontroller of the Borrower.

 

“First LienAdministrative Agent” means the Administrative Agent under the First LienCredit Agreement.

 

“First Lien CreditAgreement” means the First Lien 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, the NinthAmendment to Credit Agreement dated as of September 8, 2008, and the TenthAmendment to Credit Agreement dated as of the Effective Date among theBorrower, the guarantors party thereto, the First Lien Purchaser, CanadianImperial Bank of Commerce, as Syndication Agent and Administrative Agent, andGeneral Electric Capital Corporation, as Documentation Agent.

 

“First Lien Lenders”means the Lenders under the First Lien Credit Agreement.

 

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“First Lien LoanDocuments” means, collectively, the First Lien Credit Agreement and eachother “Loan Document” as defined in the First Lien Credit Agreement.

 

“First Lien Loan”means the loans made and letters of credits issued by the First Lien Lenders tothe Borrower pursuant to the First Lien Credit Agreement.

 

“Flood Hazard Property”means an Additional Mortgaged Property located in an area designated by theFederal Emergency Management Agency as having special flood or mud slidehazards.

 

“Foreign Purchaser”means any Purchaser that is organized under the laws of a jurisdiction otherthan that in which the Borrower is located. For purposes of this definition, the United States of America, eachState thereof and the District of Columbia shall be deemed to constitute asingle jurisdiction.

 

“FRH” meansFreedomRoads Holding Company, LLC, a Minnesota limited liability company, allthe common equity of which is held by the Stephen Adams Trust and certainminority holders and all the preferred equity of which is held by CWFR.

 

“FRH Preferred”means the rights and preferences of the preferred membership interest in FRH asadopted by the Board of Governors of FRH on the date of issuance of the HoldingCompany Notes.

 

“FRH Preferred EquityInterest” means the membership interest in FRH having the rights andpreferences of the FRH Preferred.

 

“GAAP” meansgenerally accepted accounting principles in the United States of America.

 

“GovernmentalAuthority” means the government of the United States of America, any othernation or any political subdivision thereof, whether state or local, and anyagency, authority, instrumentality, regulatory body, court, central bank orother entity exercising executive, legislative, judicial, taxing, regulatory oradministrative powers or functions of or pertaining to government and theNational Association of Insurance Commissioners.

 

“Guarantee” meansa guarantee, an endorsement, a contingent agreement to purchase or to furnishfunds for the payment or maintenance of, or otherwise to be or becomecontingently liable under or with respect to, the Indebtedness, otherobligations, net worth, working capital or earnings of any Person, or aguarantee of the payment of dividends or other distributions upon the stock orequity interests of any Person, or an agreement to purchase, sell or lease (aslessee or lessor) property, products, materials, supplies or services primarilyfor the purpose of enabling a debtor to make payment of such debtor’sobligations or an agreement to assure a creditor against loss, and including,without limitation, causing a bank or other financial institution to issue aletter of credit or other similar instrument for the benefit of another Person,but excluding endorsements for collection or deposit in the ordinary course ofbusiness.  The terms “Guarantee”and “Guaranteed” used as a verb shall have a correlative meaning.

 

“GuaranteedObligations” has the meaning assigned to such term in Section 3.1.

 

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“Guarantors” meansthe Subsidiaries of the Borrower.

 

“Hazardous Materials”means all explosive or radioactive substances or wastes and all hazardous ortoxic substances, wastes or other pollutants, including petroleum or petroleumdistillates, asbestos or asbestos containing materials, polychlorinatedbiphenyls, radon gas, infectious or medical wastes and all other substances orwastes of any nature regulated pursuant to any Environmental Law.

 

“Hedging Agreement”means any interest rate protection agreement, foreign currency exchangeagreement, commodity price protection agreement or other interest or currencyexchange rate or commodity price hedging agreement.

 

“Holding Company”means Affinity Group Holding, Inc., a Delaware corporation which holds allthe outstanding capital stock of the Borrower.

 

“Holding CompanyCollateral Documents” means the Nonrecourse Guaranty and Pledge Agreementexecuted and delivered by the Holding Company on the Effective Date, as suchagreement may be amended, supplemented or otherwise modified from time to time.

 

“Holding Company Notes”means the Holding Company’s unsecured Senior Notes due 2012 issued pursuant tothe Holding Company Notes Indenture in an aggregate principal amount not inexcess of the principal amount of the Holding Company Notes issued on the dateof initial issuance of the Holding Company Notes (plus any paid in kindinterest) which notes are not guaranteed by any of the Credit Parties.

 

“Holding Company NotesIndenture” means the Indenture dated as of March 24, 2005 between theHolding Company and The Bank of New York, as Trustee, as supplemented oramended from time to time but excluding any supplement or amendment whichincreases the interest rate or any premium applicable to the Holding CompanyNotes, increases the principal amount outstanding of the Holding Company Notesor creates sinking fund or other principal payment or offer to purchaserequirements.

 

“Indebtedness”means, for any Person: without duplication (a) obligations created, issuedor incurred by such Person for borrowed money (whether by Note, advance, theissuance and sale of debt securities or the sale of Property to another Personsubject to an understanding or agreement, contingent or otherwise, torepurchase such Property from such Person); (b) obligations of such Personto pay the deferred purchase or acquisition price of Property or services(other than Phantom Stock Accruals), other than trade accounts payable (otherthan for borrowed money) arising, and accrued expenses incurred, in theordinary course of business so long as such trade accounts are payable within120 days of the date the respective goods are delivered or the respectiveservices are rendered; (c) Capital Lease Obligations of such Person; (d) obligationsof such Person in respect of letters of credit or similar instruments issued oraccepted by banks and other financial institutions for the account of suchPerson; (e) Indebtedness of others secured by a Lien on the Property ofsuch Person, whether or not the respective indebtedness so secured has beenassumed by such Person; (f) Indebtedness of others Guaranteed by suchPerson; and (g) obligations under Hedging Agreements (and for purposeshereof, the amount of Indebtedness under a Hedging 

 

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Agreement shall be deemed to be equal to the aggregate maximumcontingent amount or potential liability under such Hedging Agreement).  The Indebtedness of any Person shall includethe Indebtedness of any other entity (including any partnership in which suchPerson is a general partner) to the extent such Person is liable therefor as aresult of such Person’s ownership interest in or other relationship with suchentity, except to the extent the terms of such Indebtedness provide that suchPerson is not liable therefor.

 

“Indemnified Taxes”means all Taxes other than (a) Excluded Taxes and Other Taxes and (b) amountsconstituting penalties or interest imposed with respect to Excluded Taxes orOther Taxes.

 

“IntercreditorAgreement” means the Intercreditor Agreement executed and delivered by theBorrower, Canadian Imperial Bank of Commerce, as First Lien AdministrativeAgent, and the Purchasers on the Effective Date, as such agreement may beamended, supplemented or otherwise modified from time to time.

 

“Interest Payment Date”means each Quarterly Date.

 

“Interest Period”means the period commencing on either (x) the date of a Borrowing andending on next succeeding Quarterly Date or (y) a Quarterly Date andending on the next Succeeding Quarterly Date.

 

“Investment”means, for any Person: (a) the acquisition (whether for cash, Property,services or securities or otherwise) of capital stock, bonds, notes,debentures, partnership or other ownership interests or other securities of anyother Person or any agreement to make any such acquisition (including, withoutlimitation, any “short sale” or any sale of any securities at a time when suchsecurities are not owned by the Person entering into such short sale); (b) themaking of any deposit with, or advance, Note or other extension of credit to,or for the benefit of, any other Person (including the purchase of Propertyfrom another Person subject to an understanding or agreement, contingent orotherwise, to resell such Property to such Person, but excluding any suchadvance, Note or extension of credit having a term not exceeding 180 daysrepresenting the purchase price of inventory or supplies sold by such Person inthe ordinary course of business); or (c) the entering into of anyGuarantee of, or other contingent obligation with respect to, Indebtedness orother liability of any other Person and (without duplication) any amountcommitted to be advanced, lent or extended to such Person.  Notwithstanding the foregoing, CapitalExpenditures and Acquisitions shall not be deemed “Investments” for purposeshereof.

 

“IP Collateral”means, collectively, the Collateral under the Trademark Security Agreement.

 

“KEYSOP Plan”means the AGI Holding Corp. Key Employee Security Plan for the benefit of keyemployees of the Credit Parties.

 

“Leasehold Property”means any leasehold interest of any Credit Party as lessee under any lease ofreal property.

 

“Lien” means, withrespect to any asset, (a) any mortgage, deed of trust, lien, pledge,hypothecation, encumbrance, charge or security interest in, on or of suchasset, (b) the interest of a vendor or a lessor under any conditional saleagreement, capital 

 

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lease or title retention agreement (other than an operating lease) (orany financing lease having substantially the same economic effect as any of theforegoing) relating to such asset and (c) in the case of securities, anypurchase option, call or similar right of a third party with respect to suchsecurities.

 

“Liquidation Payment”has the meaning given to that term in the FRH Preferred and includes any paymentmade on account of the FRH Preferred Equity Interest as a result of aredemption made pursuant to Section 5 of the FRH Preferred.

 

“Material AdverseEffect” means a material adverse effect on (a) the business, assets(including intangible assets), operations or condition (financial orotherwise), of the Credit Parties taken as a whole, (b) the ability of anyCredit Party to perform any of its obligations under this Agreement or theother Note Documents or (c) the rights of or benefits available to theAdministrative Agent and the Purchasers under this Agreement and the other NoteDocuments.

 

“Material Indebtedness”means Indebtedness (other than the Notes), or obligations in respect of one ormore Hedging Agreements, of any one or more of the Credit Parties in anaggregate principal amount exceeding $1,500,000.  For purposes of determining MaterialIndebtedness, the “principal amount” of the obligations of any Person inrespect of any Hedging Agreement at any time shall be the maximum aggregateamount (giving effect to any netting agreements) that such Person would berequired to pay if such Hedging Agreement were terminated at such time.

 

“Material LeaseholdProperty” means a Leasehold Property which is of material value asCollateral or of material importance to the operations of the Credit Partiesafter weighing the value of such property as additional Collateral against thecosts and expenses associated with satisfying the requirements of Section 6.13.

 

“Maturity Date”means July 31, 2010.

 

“Mortgage” means (i) asecurity instrument (whether designated as a deed of trust or a mortgage,leasehold mortgage, collateral assignment of leases and rents or by any similartitle) executed and delivered by any Credit Party in such form as may beapproved by the Administrative Agent in its sole discretion, in each case withsuch changes thereto as may be recommended by Administrative Agent’s localcounsel based on local laws or customary local practices, (ii) or atAdministrative Agent’s option, in the case of an Additional Mortgaged Property,an amendment to an existing Mortgage, in form satisfactory to AdministrativeAgent, adding such Additional Mortgaged Property to the Real Property Assetsencumbered by such existing Mortgage, in either case as such security instrumentor amendment may be amended, supplemented or otherwise modified from time totime.  “Mortgages” means all suchinstruments, including Effective Date Mortgages and any Additional Mortgages,collectively.

 

“Multiemployer Plan”means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

 

“Net Cash Payments”means,

 

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(i)            with respect to any Casualty Event, the aggregateamount of proceeds of insurance, condemnation awards and other compensationreceived by any Credit Party in respect of such Casualty Event net of (A) reasonableexpenses incurred by any Credit Party in connection therewith and (B) contractuallyrequired repayments of Indebtedness to the extent secured by a Lien on suchproperty and any income and transfer taxes payable by any Credit Party inrespect of such Casualty Event;

 

(ii)           with respect to any Disposition, the aggregate amountof all cash payments received by any Credit Party directly or indirectly inconnection with such Disposition, whether at the time of such Disposition orafter such Disposition under deferred payment arrangements or Investmentsentered into or received in connection with such Disposition (including,without limitation, Disposition Investments); provided that

 

(A)          NetCash Payments shall be net of (I) the amount of any legal, title, transferand recording tax expenses, commissions and other fees and expenses payable byany Credit Party in connection with such Disposition and (II) any Federal,state and local income or other taxes estimated to be payable by any CreditParty as a result of such Disposition, but only to the extent that suchestimated taxes are in fact paid to the relevant Federal, state or localgovernmental authority within twelve months of the date of such Disposition;and

 

(B)           NetCash Payments shall be net of any repayments by any Credit Party ofIndebtedness to the extent that (I) such Indebtedness is secured by a Lienon the property that is the subject of such Disposition and (II) thetransferee of (or holder of a Lien on) such property requires that suchIndebtedness be repaid as a condition to the purchase of such property; and

 

(iii)          with respect to any offering of debt or equitysecurities, the aggregate amount of all cash proceeds received by any CreditParty therefrom less all legal, underwriting and similar fees and expensesincurred in connection therewith.

 

“Non-Financed CapitalExpenditures” means, for any period, all Capital Expenditures made duringsuch period that have not been funded with the proceeds of purchase money financing(including, without limitations, capital leases) other than the proceeds of theNotes.

 

“Note Documents”means this Agreement, the Notes, the Collateral Documents, the IntercreditorAgreement, and any other instruments or documents delivered or to be deliveredby any Credit Party or Affiliate thereof from time to time pursuant to thisAgreement.

 

“Notes” means thenotes issued pursuant to this Agreement.

 

“Other Taxes”means any and all present or future stamp or documentary taxes or any otherexcise or property taxes, charges or similar levies arising from any paymentmade hereunder or from the execution, delivery or enforcement of, or otherwisewith 

 

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respect to, this Agreement and the other Note Documents, *provided* that there shall be excluded from “Other Taxes” allExcluded Taxes.

 

“Parent” means AGIHolding Corp., a Delaware corporation which holds all the outstanding capitalstock of the Holding Company.

 

“Paying Agent”shall have the meaning set forth in the Holding Company Notes Indenture.

 

“Permitted Investments”means:

 

(a)           direct obligations of, or obligations the principal ofand interest on which are unconditionally guaranteed by, the United States ofAmerica (or by any agency thereof to the extent such obligations are backed bythe full faith and credit of the United States of America), in each casematuring within one year from the date of acquisition thereof;

 

(b)           investments in commercial paper maturing within 270days from the date of acquisition thereof and having, at such date of acquisition,the highest credit rating obtainable from Standard and Poor’s Ratings Serviceor from Moody’s Investors Service, Inc.;

 

(c)           investments in certificates of deposit, banker’sacceptances and time deposits maturing within 180 days from the date ofacquisition thereof issued or guaranteed by or placed with, and money marketdeposit accounts issued or offered by, any domestic office of any commercialbank organized under the laws of the United States of America or any Statethereof which has a combined capital and surplus and undivided profits of notless than $250,000,000; and

 

(d)           fully collateralized repurchase agreements with a termof not more than 30 days for securities described in clause (a) above andentered into with a financial institution satisfying the criteria described inclause (c) above.

 

“Permitted TaxDistributions” means, for so long as the Borrower is an “S corporation” ora substantially similar pass-through entity for federal income tax purposes,distributions to the Holding Company (or any successor entity or other entitythat owns, directly or indirectly, all of the outstanding common stock of theBorrower) in respect of any fiscal year equal to the amount based on reasonableestimates, of federal, state and local income taxes that the Borrower would berequired to pay with respect to such fiscal year calculated as if, for suchfiscal year, the Borrower were treated as a “C corporation” domiciled in theState of California rather than as an “S corporation”, and assuming further,solely for the purpose of the tax calculation herein, that any and allRestricted Junior Payments made by the Borrower pursuant to Section 7.6(a)(i) orthe interest component of any and all Restricted Junior Payments made by theBorrower pursuant to Section 7.6(a)(iii)(A) shall be deemed to bepayments of interest by the Borrower (for avoidance of doubt, any amountsaccrued in respect of interest on the Holding Company Notes (but not paid incash) shall not be treated as payable by the Borrower).

 

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“Person” means anynatural person, corporation, limited liability company, trust, joint venture,association, company, partnership, Governmental Authority or other entity.

 

“Phantom StockAccruals” means the amounts shown as liabilities in the Borrower’s generalledger account captions “Deferred Phantom Compensation” to the extent (i) suchgeneral ledger account is kept and adjusted in the ordinary course of businessand in accordance with GAAP and the Borrower’s past practices, and (ii) suchdeferred compensation is payable under “phantom stock agreements” between aCredit Party and key employees of such Credit Party entered into in theordinary course of business and in accordance with the Borrower’s practicesprior to the effective date thereof, in substantially the form of the phantomstock agreements in existence on the Effective Date, or in such other form asshall be approved by the Administrative Agent.

 

“Phantom StockAgreements” means the phantom stock agreements referred to in thedefinition of Phantom Stock Accruals and described in Schedule 4.14annexed hereto.

 

“Plan” means anyemployee benefit plan (other than a Multiemployer Plan) subject to theprovisions of Title IV of ERISA or Section 412 of the Code or Section 302of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or,if such plan were terminated, would under Section 4069 of ERISA be deemedto be) an “employer” as defined in Section 3(5) of ERISA.

 

“Pledge Agreement”means the Pledge Agreement executed and delivered by all of the Credit Partieson the Effective Date and thereafter in accordance with Section 6.10, assuch agreement may be amended, supplemented or otherwise modified from time totime.

 

“Property” meansany interest of any kind in property or assets, whether real, personal ormixed, and whether tangible or intangible.

 

“PTO” means theUnited States Patent and Trademark Office or any successor or substitute officein which filings are necessary or, in the opinion of the Administrative Agent,desirable in order to create or perfect Liens on any IP Collateral.

 

“Purchasers” meansthe Persons listed on Schedule 2.1 and any other Person that shall havebecome a party hereto pursuant to an Assignment and Acceptance, other than anysuch Person that ceases to be a party hereto pursuant to an Assignment andAcceptance.

 

“Quarterly Dates”means the last Business Day of each fiscal quarter of the Credit Parties, thefirst of which shall be the first such day after the Effective Date of thisAgreement.

 

“Real Property Asset”means, at any time of determination, any fee ownership or leasehold interestthen owned by any Credit Party in any real property.

 

“Register” has themeaning assigned to such term in Section 10.4(d).

 

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“Related Parties”means, with respect to any specified Person, such Person’s Affiliates and therespective directors, officers, employees, agents and advisors of such Personand such Person’s Affiliates.

 

“Related RetailSale-Leaseback Proceeds” means the proceeds received after the EffectiveDate by the Credit Parties (net of all transactional and related expenses) inany Sale-Leaseback Transaction involving a Camping World retail outlet ordistribution center (excluding any retail outlet or distribution center if thecosts for the construction of a structure on such property (including costs ofthe common building systems) were not funded with Capital Expenditures incurredby the Credit Parties) acquired or constructed by any such party after theEffective Date by the Credit Parties, but only to the extent such proceeds donot exceed the aggregate amount of Capital Expenditures incurred for thepurpose of building out such store.

 

“Required Purchasers”means, at any time, Purchasers having Notes representing more than 50% of thesum of the total Notes at such time.

 

“Restricted JuniorPayment” means (i) any dividend or other distribution, direct orindirect, on account of any shares of any class of stock of any Credit Partynow or hereafter outstanding, except a dividend payable solely in shares ofthat class of stock to the holders of that class, (ii) any redemption,retirement, sinking fund or similar payment, purchase or other acquisition forvalue, direct or indirect, of any shares of any class of stock of any CreditParty now or hereafter outstanding, (iii) any payment made to retire, orto obtain the surrender of, any outstanding warrants, options or other rightsto acquire shares of any class of stock of any Credit Party now or hereafteroutstanding, and (iv) any payment or prepayment of principal of, premium,if any, or interest on, or redemption purchase, retirement, defeasance(including in-substance or legal defeasance), sinking fund or similar paymentwith respect to, any Subordinated Indebtedness.

 

“Sale-LeasebackTransactions” means any sales or transfers of any real or tangible personalproperty owned by any Person in order to lease such property for substantiallythe same purpose as the property being sold or transferred; *provided* that such sale or transfer is at fair market valueand such lease is at fair rental value.

 

“Sarbanes-Oxley Act”has the meaning assigned to such term in Section 6.1(a).

 

“Security Agreement”means the Security Agreement executed and delivered by all of the CreditParties on the Effective Date and thereafter in accordance with Section 6.10,as such agreement may be amended, supplemented or otherwise modified from timeto time.

 

“Senior Debt”means the Indebtedness of the Credit Parties as described in clauses (a), (b), (c) and(d) of the definition of “Indebtedness” (determined on a consolidatedbasis without duplication in accordance with GAAP), excluding any SubordinatedIndebtedness.

 

“Senior PrincipalRefunding Payment” has the meaning assigned to such term in the First LienCredit Agreement.

 

“Senior SubordinatedNotes” means the Borrower’s 9.00% Senior Subordinated Notes due 2012,including any Additional Notes and Exchange Notes (as each such 

 

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term is defined in the Senior Subordinated Note Indenture) with anaggregate initial principal amount equal to $200,000,000, in each case asissued pursuant to the Senior Subordinated Note Indenture, as amended,supplemented or otherwise modified in accordance with the restrictions of Section 7.12.

 

“Senior SubordinatedNote Indenture” means that certain Indenture dated as of February 18,2004 among the Borrower, the guarantors party thereto and The Bank of New York,as trustee, as amended, supplemented or otherwise modified in accordance withthe restrictions of Section 7.12.

 

“SubordinatedIndebtedness” means (a) the Senior Subordinated Notes and (b) anyIndebtedness of any Credit Party which matures in its entirety later than theNotes and by its terms (or by the terms of the instrument under which it isoutstanding and to which appropriate reference is made in the instrumentevidencing such Subordinated Indebtedness) is made subordinate and junior inright of payment to the Notes and to such Credit Party’s other obligations tothe Purchasers hereunder by provisions reasonably satisfactory in form andsubstance to the Administrative Agent.

 

“Subsidiary”means, with respect to any Person (the “parent”) at any date, anycorporation, limited liability company, partnership, association or otherentity the accounts of which would be consolidated with those of the parent inthe parent’s consolidated financial statements if such financial statementswere prepared in accordance with GAAP as of such date, as well as any othercorporation, limited liability company, partnership, association or otherentity (a) of which securities or other ownership interests representingmore than 50% of the ordinary voting power or, in the case of a partnership,more than 50% of the general partnership interests are, as of such date, owned,controlled or held, or (b) that is, as of such date, otherwise Controlled,by the parent or one or more subsidiaries of the parent or by the parent andone or more subsidiaries of the parent. References herein to “Subsidiaries” shall, unless the contextrequires otherwise, be deemed to be references to Subsidiaries of the Borrower.

 

“Taxes” means anyand all present or future taxes, levies, imposts, duties, deductions, chargesor withholdings imposed by any Governmental Authority.

 

“Trademark SecurityAgreement” means the Trademark Security Agreement executed and delivered byall of Credit Parties on the Effective Date and thereafter in accordance with Section 6.10,as such agreement may be amended, supplemented or otherwise modified from timeto time.

 

“Transactions”means (a) with respect to the Borrower, the execution, delivery andperformance by the Borrower of the Note Documents to which it is a party, theissuance of the Notes and the use of the proceeds thereof and (b) withrespect to any Credit Party (other than the Borrower), the execution, deliveryand performance by such Credit Party of the Basic Documents to which it is aparty.

 

“UCC” means theUniform Commercial Code (or any similar or equivalent legislation) as in effectin any applicable jurisdiction.

 

“U.S. dollars” or “$”refers to lawful money of the United States of America.

 

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“Wholly OwnedSubsidiary” means, with respect to any Person at any date, any corporation,limited liability company, partnership, association or other entity of whichsecurities or other ownership interests representing 100% of the equity orordinary voting power (other than directors’ qualifying shares) or, in the caseof a partnership, 100% of the general partnership interests are, as of suchdate, directly or indirectly owned, controlled or held by such Person or one ormore Wholly Owned Subsidiaries of such Person or by such Person and one or moreWholly Owned Subsidiaries of such Person.

 

“Withdrawal Liability”means liability to a Multiemployer Plan as a result of a complete or partialwithdrawal from such Multiemployer Plan, as such terms are defined in Part Iof Subtitle E of Title IV of ERISA.

 

“Working Capital”means, at any date, the difference between the aggregate current assetsand the aggregate current liabilities (excluding current maturities of longterm Indebtedness, the current portion of Deferred Revenues and the currentportion of deferred tax assets and deferred tax liabilities) of the CreditParties at such date (determined on a consolidated basis without duplication inaccordance with GAAP).

 

1.2           **Terms Generally**.  The definitions of terms herein shall applyequally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronounshall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including”shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to havethe same meaning and effect as the word “shall”.  Unless the context requires otherwise (a) anydefinition of or reference to any agreement, instrument or other documentherein shall be construed as referring to such agreement, instrument or otherdocument as from time to time amended, supplemented or otherwise modified(subject to any restrictions on such amendments, supplements or modificationsset forth herein), (b) any reference herein to any Person shall beconstrued to include such Person’s successors and assigns, (c) the words “herein”,“hereof” and “hereunder”, and words of similar import, shall be construed torefer to this Agreement in its entirety and not to any particular provisionhereof, (d) all references herein to Articles, Sections, Exhibits andSchedules shall be construed to refer to Articles and Sections of, and Exhibitsand Schedules to, this Agreement and (e) the words “asset” and “property”shall be construed to have the same meaning and effect and to refer to any andall tangible and intangible assets and properties, including cash, securities,accounts and contract rights.  Referencesin Articles VI and VII in respect of the affirmative and negative covenants tobe performed by the Credit Parties shall be interpreted to mean, with respectto Article VI, that the Borrower will, and will cause each of itsSubsidiaries to comply with such covenant, and, with respect to Article VII,that the Borrower will not, and will not permit any of its Subsidiaries to,violate such covenant.

 

1.3           **Accounting Terms; GAAP**.  Except as otherwise expressly providedherein, all terms of an accounting or financial nature shall be construed inaccordance with GAAP, as in effect from time to time; *provided*that, if the Borrower notifies the Administrative Agent that the Borrowerrequests an amendment to any provision hereof to eliminate the effect of anychange occurring after the date hereof in GAAP or in the application thereof onthe operation of such provision (or if the Administrative Agent notifies theBorrower that the Required Purchasers request an amendment to any provisionhereof for such purpose), regardless of whether any such notice is given

 

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beforeor after such change in GAAP or in the application thereof, then such provisionshall be interpreted on the basis of GAAP as in effect and applied immediatelybefore such change shall have become effective until such notice shall havebeen withdrawn or such provision amended in accordance herewith.

 

**ARTICLE II****Purchase of Notes**

 

2.1           **Funding**.  On the Effective Date, the Borrower willborrow, and the Purchasers will lend to the Borrower, the aggregate principalsum of $9,716,666.67.  All suchindebtedness shall be evidenced by, and is to be repaid according to the termsof, one or more Notes.  The entireprincipal sum of $9,716,666.67 will be advanced on the Effective Date.

 

2.2           **Repayment of Notes**.  All unpaid principal amounts and accrued andunpaid interest under the Notes, and all other Obligations of the Borrower tothe Purchasers due and owing hereunder shall be paid upon the earliest of (a) thedate of acceleration of the Notes pursuant to Article VII, (b) thedate of redemption pursuant to this Article II and (c) the MaturityDate.

 

2.3           **Interest on the Notes. **The Notes shall bearinterest (computed on the basis of the actual number of days elapsed over ayear of 365 days) at nine percent (9.0%) per annum (the “Interest Rate”) andinterest shall be payable in accordance with, the Notes.

 

2.4           **Prepayment of the Notes.**

 

(a)           Optional Prepayments.  At any time following the First PriorityObligations Payment Date (as defined in the Intercreditor Agreement), theBorrower shall have the right at any time and from time to time to prepay anyBorrowing in whole or in part, without premium or penalty, subject to priornotice in accordance with paragraph (d) of this Section 2.4; *provided* that each prepayment in respect of the Notes shallbe in an amount that is at least equal to $1,000,000 or any greater multiple of$500,000.

 

(b)           Mandatory Prepayments.  At any time following the First PriorityObligations Payment Date (as defined in the Intercreditor Agreement), subjectto the provisions of subsection (i) below, the Borrower shall makeprepayments of the Notes hereunder as follows:

 

(i)            Casualty Events.  Upon the date 90 days following the receiptby any Credit Party of the proceeds of insurance, condemnation award or othercompensation in respect of any Casualty Event affecting any property of anyCredit Party (or upon such earlier date as such Credit Party, as the case maybe, shall have determined not to repair or replace the property affected bysuch Casualty Event), the Borrower shall prepay the Notes in an aggregateamount, if any, equal to 100% of the Net Cash Payments from such Casualty Eventnot theretofore applied or committed to be applied to the repair or replacementof such property (it being understood that if Net Cash Payments committed to beapplied are not in fact applied within twelve months of the respective CasualtyEvent, then such proceeds shall be applied to the prepayment of Notes asprovided in this subsection (i)

 

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at the expiration of suchtwelve-month period), such prepayment and reduction to be effected in each casein the manner and to the extent specified in Section 2.4(c).

 

(ii)           Offering of Debt or Equity.  Without limiting the obligation of theBorrower to obtain the consent of the Required Purchasers to any incurrence ofIndebtedness or sale of securities not otherwise permitted hereunder, theBorrower agrees, on or prior to the closing of any sale of debt or equitysecurities by any Credit Party after the Effective Date, to deliver to theAdministrative Agent a statement certified by a Financial Officer of theBorrower, in form and detail reasonably satisfactory to the AdministrativeAgent, of the estimated amount of the Net Cash Payments of such sale of securitiesthat will (on the date of such sale of securities) be received by any CreditParty in cash and the Borrower will prepay the Notes hereunder, upon the dateof such sale of securities, in an aggregate amount equal to (x) in thecase of a sale of equity securities, 50% of the actual amount of the Net CashPayments of such sale of equity securities received by any Credit Party in anaggregate amount in excess of $10,000,000 in any fiscal year, and (y) inthe case of the incurrence of Indebtedness (other than Indebtedness incurredunder Section 7.1(f)), 100% of the actual amount of the Net Cash Paymentsof such incurrence of Indebtedness received by any Credit Party, in each case,such prepayment to be effected in each case in the manner and to the extent specifiedin Section 2.4(c); *provided* that,notwithstanding the foregoing (q) in the event any Credit Party receivesNet Cash Payments from the incurrence of Senior Subordinated Notes, the amountof the Notes required to be prepaid pursuant to this Section 2.4(b)(ii) shallbe equal to the Holding Company Notes Borrower Refinancing Payment and (r) inthe event the Holding Company receives Net Cash Payments from the incurrence ofHolding Company Notes Refinancing Indebtedness, the amount of the Notesrequired to be prepaid pursuant to this Section 2.4(b)(ii) shall beequal to the Holding Company Notes Refinancing Payment.  Notwithstanding the foregoing to thecontrary, upon the consummation of the Camping World Financing, the Borrowershall make a Senior Principal Refunding Payment (as defined in the First LienCredit Agreement) on principal amount of the Notes hereunder in an aggregateamount not less than the greater of $18,500,000 or the Net Cash Payments of theCamping World Financing.

 

(iii)          Sale of Assets.  Without limiting the obligation of theBorrower to obtain the consent of the Required Purchasers to any Dispositionnot otherwise permitted hereunder, the Borrower agrees, on or prior to theoccurrence of any Disposition (other than a Sale-Leaseback Transaction) by anyCredit Party, to deliver to the Administrative Agent a statement certified by aFinancial Officer of the Borrower, in form and detail reasonably satisfactoryto the Administrative Agent, of the estimated amount of the Net Cash Payments ofsuch Disposition that will (on the date of such Disposition) be received by anyCredit Party in cash, indicating on such certificate, whether the Borrowerintends to reinvest such Net Cash Payments or will be prepaying the Notes, ashereinafter provided, and the Borrower will be obligated to either (A) reinvestsuch Net Cash Payments within 180 days after receipt (or, if within such 180day period the Borrower or any Credit Party

 

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enters into contractsrelated to the reinvestment of such Net Cash Payments, such longer period notto exceed 365 days after the original date of receipt of such Net Cash Paymentsas is contemplated by such contracts) into assets used in a line of businesspermitted hereunder or (B) prepay the Notes hereunder as follows:

 

(x)            upon the date of suchDisposition, or on the date (the “Reinvestment Date”) which is 180 daysafter such date (or such longer period not to exceed 365 days as contemplatedby contracts related to the reinvestment of such Net Cash Payments) if theBorrower had indicated on the certificate delivered as hereinabove requiredthat it intended to reinvest the Net Cash Payments of such Disposition, in anaggregate amount equal to 100% of the amount of such Net Cash Payments, to theextent received by any Credit Party in cash on the date of such Disposition or,if applicable, the Reinvestment Date to the extent of any Net Cash Payments notso reinvested; and

 

(y)           thereafter, quarterly, onthe date of the delivery by the Borrower to the Administrative Agent pursuantto Section 6.1 of the financial statements for any quarterly fiscal periodor fiscal year, to the extent any Credit Party shall receive Net Cash Paymentsduring the quarterly fiscal period ending on the date of such financialstatements in cash under deferred payment arrangements or DispositionInvestments entered into or received in connection with any Disposition, anamount equal to (A) 100% of the aggregate amount of such Net Cash Paymentsminus (B) any transaction expenses associated with Dispositions andnot previously deducted in the determination of Net Cash Payments plus(or minus, as the case may be) (C) any other adjustment received orpaid by any Credit Party pursuant to the respective agreements giving rise toDispositions and not previously taken into account in the determination of theNet Cash Payments; *provided* thatif prior to the date upon which the Borrower would otherwise be required tomake a prepayment under this clause (y) with respect to any quarterlyfiscal period the aggregate amount of such Net Cash Payments (after givingeffect to the adjustments provided for in this clause (y)) shall exceed$4,000,000, then the Borrower shall within three Business Days make aprepayment under this clause (y) in an amount equal to such requiredprepayment.

 

Prepayments of Notes shall be effected in each case in the manner andto the extent specified in Section 2.4(c); *providedthat* if at the time of any such Disposition an Event of Defaultshall have occurred and be continuing, the Credit Parties shall not have theright to reinvest any Net Cash Payments and shall instead prepay the Notes by100% of the amount of Net Cash Payments received from such Disposition.

 

Anything herein to the contrary notwithstanding, except as provided inthe succeeding sentence, the Borrower shall not be required to make any

 

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prepaymentpursuant to this clause (iii) with respect to the first $10,000,000 of NetCash Payments from any Disposition which are not reinvested pursuant to thisclause (iii).  Notwithstanding the precedingsentence or anything herein to the contrary if and to the extent that any NetCash Payments would otherwise be required to be used to repay the SeniorSubordinated Notes or the Holding Company Notes or purchase or repurchase anynotes issued under the Senior Subordinated Notes Indenture or the HoldingCompany Notes Indenture, the Borrower shall prepay the Notes as provided inclause (B) above.

 

(c)           Application. In the eventof any mandatory prepayment of Notes pursuant to subsections (b)(i) through(b)(iii) of this Section 2.4, the proceeds of such prepayment shallbe applied in payment of the Notes on a pro rata basis.

 

(d)           Notification of Prepayments.  The Borrower shall notify the AdministrativeAgent by telephone (confirmed by telecopy) of any prepayment hereunder notlater than 11:00 a.m., New York, New York time, three Business Days beforethe date of prepayment.  Each such noticeshall be irrevocable and shall specify the prepayment date and the principalamount of each Borrowing or portion thereof to be prepaid.

 

2.5           **Taxes**.

 

(a)           Any and all payments by oron account of any obligation of the Borrower hereunder shall be made free andclear of and without deduction for any Indemnified Taxes or Other Taxes; *provided* that if the Borrower shall be required to deductany Indemnified Taxes or Other Taxes from such payments, then (i) the sumpayable shall be increased as necessary so that after making all requireddeductions (including deductions applicable to additional sums payable underthis Section 2.5) the Administrative Agent or any Purchaser (as the casemay be) receives an amount equal to the sum it would have received had no suchdeductions been made, (ii) the Borrower shall make such deductions and (iii) theBorrower shall pay the full amount deducted to the relevant GovernmentalAuthority in accordance with applicable law.

 

(b)           In addition, the Borrowershall pay any Other Taxes to the relevant Governmental Authority in accordancewith applicable law.

 

(c)           The Borrower shall indemnifythe Administrative Agent and each Purchaser, within 10 days after writtendemand therefor, for the full amount of any Indemnified Taxes or Other Taxes(including Indemnified Taxes or Other Taxes imposed or asserted on orattributable to amounts payable under this Section 2.5) paid or payable bythe Administrative Agent or such Purchaser, as the case may be (and anypenalties, interest and reasonable expenses arising therefrom or with respectthereto during the period prior to the Borrower making the payment demanded underthis paragraph (c)), whether or not such Indemnified Taxes or Other Taxes werecorrectly or legally imposed or asserted by the relevant GovernmentalAuthority.  A certificate as to theamount of such payment or liability delivered to the Borrower by a Purchaser,or by the Administrative Agent on its own behalf or on behalf of a Purchaser,shall be conclusive absent manifest error.

 

(d)           As soon as practicable afterany payment of Indemnified Taxes or Other Taxes by the Borrower to aGovernmental Authority, the Borrower shall deliver to the Administrative Agentthe original or a certified copy of a receipt issued by such

 

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Governmental Authority evidencing such payment, acopy of the return reporting such payment or other evidence of such paymentreasonably satisfactory to the Administrative Agent.

 

(e)           Any Foreign Lender that isentitled to an exemption from or reduction of withholding tax under the law ofthe jurisdiction in which the Borrower is located, or any treaty to which suchjurisdiction is a party, with respect to payments under this Agreement shalldeliver to the Borrower (with a copy to the Administrative Agent), at the timeor times prescribed by applicable law or reasonably requested by the Borrower,such properly completed and executed documentation prescribed by applicable lawas will permit such payments to be made without withholding or at a reducedrate.

 

2.6           **Payments Generally: Pro RataTreatment; Sharing of Set-Offs.**

 

(a)           The Borrower shall make eachpayment required to be made by it hereunder (whether of principal, interest,fees or under Section 2.5 or otherwise) prior to 12:00 noon, New York, NewYork time, on the date when due, in immediately available funds, withoutset-off or counterclaim.  Any amountsreceived after such time on any date may, in the discretion of theAdministrative Agent, be deemed to have been received on the next succeedingBusiness Day for purposes of calculating interest thereon.  All such payments shall be made to thePurchaser pursuant to the wire transfer instructions provided to the Borroweron the date of this Agreement or as otherwise provided from time to time bywritten notice to the Borrower.

 

**ARTICLE IIIGuarantee by Guarantors**

 

3.1           **The Guarantee**.  Each Guarantor hereby jointly and severallyguarantees to each Purchaser and the Administrative Agent and their respectivesuccessors and assigns the prompt payment in full when due (whether at statedmaturity, by acceleration or otherwise) of the principal of and interest on theNotes made by the Purchasers to the Borrower and all other amounts from time totime owing to the Purchasers or the Administrative Agent by the Borrowerhereunder or under any other Note Document, and all obligations of the Borrowerto any Purchaser under any Hedging Agreement or arising from or related to cashmanagement services, in each case strictly in accordance with the terms thereof(such obligations being herein collectively called the “GuaranteedObligations”).  Each Guarantor herebyfurther agrees that if the Borrower shall fail to pay in full when due (whetherat stated maturity, by acceleration or otherwise) any of the GuaranteedObligations, each Guarantor will promptly pay the same, without any demand ornotice whatsoever, and that in the case of any extension of time of payment orrenewal of any of the Guaranteed Obligations, the same will be promptly paid infull when due (whether at extended maturity, by acceleration or otherwise) inaccordance with the terms of such extension or renewal.

 

3.2           **Obligations Unconditional**.  The obligations of each Guarantor under Section 3.1are absolute and unconditional irrespective of the value, genuineness,validity, regularity or enforceability of this Agreement, the other NoteDocuments or any other agreement or instrument referred to herein or therein,or any substitution, release or exchange of any other guarantee of or securityfor any of the Guaranteed Obligations,

 

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and,to the fullest extent permitted by applicable law, irrespective of any othercircumstance whatsoever that might otherwise constitute a legal or equitabledischarge or defense of a surety or guarantor, it being the intent of this Section 3.2that the obligations of the Guarantors hereunder shall be absolute andunconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that theoccurrence of any one or more of the following shall not alter or impair theliability of the Guarantors hereunder which shall remain absolute andunconditional as described above:

 

(i)            at any time or from time totime, without notice to such Guarantors, the time for any performance of orcompliance with any of the Guaranteed Obligations shall be extended, or suchperformance or compliance shall be waived;

 

(ii)           any of the acts mentioned inany of the provisions hereof or of the other Note Documents or any otheragreement or instrument referred to herein or therein shall be done or omitted;

 

(iii)          the maturity of any of theGuaranteed Obligations shall be accelerated, or any of the GuaranteedObligations shall be modified, supplemented or amended in any respect, or anyright hereunder or under the other Note Documents or any other agreement orinstrument referred to herein or therein shall be waived or any other guaranteeof any of the Guaranteed Obligations or any security therefor shall be releasedor exchanged in whole or in part or otherwise dealt with; or

 

(iv)          any lien or securityinterest granted to, or in favor of, the Administrative Agent or any Purchaseror Purchasers as security for any of the Guaranteed Obligations shall fail tobe perfected.

 

TheGuarantors hereby expressly waive diligence, presentment, demand of payment,protest and all notices whatsoever, and any requirement that the AdministrativeAgent or any Purchaser exhaust any right, power or remedy or proceed againstthe Borrower hereunder or under the other Note Documents or any other agreementor instrument referred to herein or therein, or against any other Person underany other guarantee of, or security for, any of the Guaranteed Obligations.

 

3.3           **Reinstatement**.  The obligations of each Guarantor under this Article IIIshall be automatically reinstated if and to the extent that for any reason anypayment by or on behalf of the Borrower in respect of the Guaranteed Obligationsis rescinded or must be otherwise restored by any holder of any of theGuaranteed Obligations, whether as a result of any proceedings in bankruptcy orreorganization or otherwise, and each of the Guarantors agrees that it willindemnify the Administrative Agent and each Purchaser on demand for allreasonable costs and expenses (including fees and expenses of counsel) incurredby the Administrative Agent or any Purchaser in connection with such rescissionor restoration, including any such costs and expenses incurred in defendingagainst any claim alleging that such payment constituted a preference,fraudulent transfer or similar payment under any bankruptcy, insolvency orsimilar law.

 

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3.4           **Subrogation**.  Each Guarantor hereby waives all rights of subrogationor contribution, whether arising by contract or operation of law (including,without limitation, any such right arising under the Federal Bankruptcy Code of1978, as amended) or otherwise by reason of any payment by it pursuant to theprovisions of this Article III and further agrees with the Borrower forthe benefit of each of its creditors (including, each Purchaser and theAdministrative Agent) that any such payment by it shall constitute acontribution of capital by such Guarantor to the Borrower.

 

3.5           **Remedies**.  Each Guarantor agrees that, as between suchGuarantor and the Purchasers, the obligations of the Borrower hereunder may bedeclared to be forthwith due and payable as provided in Section 8.1 (andshall be deemed to have become automatically due and payable in thecircumstances provided in Section 8.1) for purposes of Section 3.1notwithstanding any stay, injunction or other prohibition preventing suchdeclaration (or such obligations from becoming automatically due and payable)as against the Borrower and that, in the event of such declaration (or suchobligations being deemed to have become automatically due and payable), suchobligations (whether or not due and payable by the Borrower) shall forthwithbecome due and payable by such Guarantor for purposes of Section 3.1.

 

3.6           **Instrument for the Payment ofMoney**.  Each Guarantor herebyacknowledges that the guarantee in this Article III constitutes aninstrument for the payment of money, and consents and agrees that any Purchaseror the Administrative Agent, at its sole option, in the event of a dispute bythe Guarantors in the payment of any moneys due hereunder, shall have the rightto summary judgment or such other expedited procedure as may be available for asuit on a note or other instrument for the payment of money.

 

3.7           **Continuing Guarantee**.  The guarantee in this Article III is acontinuing guarantee, and shall apply to all Guaranteed Obligations wheneverarising.

 

3.8           **Rightsof Contribution**.  TheGuarantors hereby agree, as between themselves, that if any Guarantor shallbecome an Excess Funding Guarantor (as defined below) by reason of the paymentby such Guarantor of any Guaranteed Obligations, each other Guarantor shall, ondemand of such Excess Funding Guarantor (but subject to the next sentence), payto such Excess Funding Guarantor an amount equal to such Guarantor’s Pro RataShare (as defined below and determined, for this purpose, without reference tothe properties, debts and liabilities of such Excess Funding Guarantor) of theExcess Payment (as defined below) in respect of such GuaranteedObligations.  The payment obligation of aGuarantor to any Excess Funding Guarantor under this Section 3.8 shall besubordinate and subject in right of payment to the prior payment in full of theobligations of such Guarantor under the other provisions of this Article IIIand such Excess Funding Guarantor shall not exercise any right or remedy withrespect to such excess until payment and satisfaction in full of all of suchobligations.

 

For purposes of this Section 3.8,(i) “Excess Funding Guarantor” means, in respect of any GuaranteedObligations, a Guarantor that has paid an amount in excess of its Pro RataShare of such Guaranteed Obligations, (ii) “Excess Payment” means,in respect of any Guaranteed Obligations, the amount paid by an Excess FundingGuarantor in excess of its Pro Rata Share of such Guaranteed Obligations and (iii) “ProRata Share” means, for any Guarantor, the ratio (expressed as a percentage)of (x) the

 

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amount by which the aggregate present fair saleable value of allproperties of such Guarantor (excluding any shares of stock of, or ownershipinterest in, any other Guarantor) exceeds the amount of all the debts andliabilities of such Guarantor (including contingent, subordinated, unmaturedand unliquidated liabilities, but excluding the obligations of such Guarantorhereunder and any obligations of any other Guarantor that have been Guaranteedby such Guarantor) to (y) the amount by which the aggregate fair saleablevalue of all properties of all of the Credit Parties exceeds the amount of allthe debts and liabilities (including contingent, subordinated, unmatured andunliquidated liabilities, but excluding the obligations of the Borrower and theGuarantors hereunder and under the other Note Documents) of all of the CreditParties, determined (A) with respect to any Guarantor that is a partyhereto on the Effective Date, as of the Effective Date, and (B) withrespect to any other Guarantor, as of the date such Guarantor becomes aGuarantor hereunder.

 

3.9           **General Limitation on GuaranteeObligations**.  In anyaction or proceeding involving any state or non-U.S. corporate law, or anystate or Federal or non-U.S. bankruptcy, insolvency, reorganization or otherlaw affecting the rights of creditors generally, if the obligations of anyGuarantor under Section 3.1 would otherwise, taking into account theprovisions of Section 3.8, be held or determined to be void, invalid orunenforceable, or subordinated to the claims of any other creditors, on accountof the amount of its liability under Section 3.1, then, notwithstandingany other provision hereof to the contrary, the amount of such liability shall,without any further action by such Guarantor, any Purchaser, the AdministrativeAgent or any other Person, be automatically limited and reduced to the highestamount that is valid and enforceable and not subordinated to the claims ofother creditors as determined in such action or proceeding.

 

**ARTICLE IV**

 

**Representations and Warranties**

 

Eachof the Credit Parties represents and warrants to the Purchasers and theAdministrative Agent, as to itself and each other Credit Party, that:

 

4.1           **Organization; Powers**.  Each Credit Party is duly organized, validlyexisting and in good standing under the laws of its jurisdiction oforganization.  Each Credit Party has allrequisite power and authority under its organizational documents to carry onits business as now conducted and, except where the failure to do so,individually or in the aggregate, could not reasonably be expected to result ina Material Adverse Effect, is qualified to do business in, and is in goodstanding in, every jurisdiction where such qualification is required.

 

4.2           **Authorization; Enforceability**.  The Transactions are within the corporatepower of each Credit Party and have been duly authorized by all necessarycorporate and, if required, stockholder action on the part of such CreditParty.  This Agreement, the CollateralDocuments, and the other Note Documents have been duly authorized, executed anddelivered by each Credit Party that is a party thereto and constitute legal,valid and binding obligations of such Credit Party, enforceable in accordancewith their respective terms, subject to applicable bankruptcy, insolvency,reorganization, moratorium or other laws affecting creditors’ rights generallyand subject to general principles of equity, regardless of whether consideredin a proceeding in equity or at law.

 

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4.3           **Governmental Approvals; NoConflicts**.  The Transactions(a) do not require any consent or approval of, registration or filingwith, or any other action by, any Governmental Authority, (b) will notviolate any applicable law, policy or regulation or the charter, by-laws orother organizational documents of any Credit Party or any order of anyGovernmental Authority, (c) will not violate or result in a default underany indenture, agreement or other instrument binding upon any Credit Party, orany of its assets, or give rise to a right thereunder to require any payment tobe made by any Credit Party, and (d) except for the Liens created by theCollateral Documents, will not result in the creation or imposition of any Lienon any asset of the Credit Parties.

 

4.4           **Financial Condition; No MaterialAdverse Change**

 

(a)           The Borrower shall havedelivered to the Purchasers the following financial statements:

 

(i)            the audited consolidatedbalance sheet and statements of earnings (loss), stockholders’ deficit and cashflows of the Holding Company and its Subsidiaries as of and for the fiscal yearended December 31, 2008, accompanied by an opinion of Ernst &Young LLP, independent public accountants (without a “going concern” or likequalification or exception and without any qualification or exception as to thescope of such audit); and

 

(ii)           the unaudited consolidatedand consolidating statements of income, retained earnings and cash flows of theCredit Parties for the month most recently ended and for which monthlyfinancial statements are available and for the period ending as of the end ofsuch month, and the related consolidated and consolidating balance sheets ofthe Credit Parties as at the end of such period, setting forth in each case incomparative form the corresponding consolidated and consolidating figures forthe corresponding period in the preceding fiscal year (except that, in the caseof balance sheets, such comparison shall be to the last day of the prior fiscalyear).

 

Suchfinancial statements present fairly, in all material respects, the respectiveactual consolidated financial position and results of operations and cash flowsof the respective entities as of such respective dates and for such periods inaccordance with GAAP, subject to year-end audit adjustments and the absence offootnotes in the case of such unaudited statements.

 

(b)           None of the Credit Partieshas on the date of this Agreement any contingent liabilities, liabilities fortaxes, unusual forward or long-term commitments or unrealized or anticipatedlosses from any unfavorable commitments in each case that are material, exceptas referred to or reflected or provided for in the balance sheets referred toabove or as otherwise expressly provided in this Agreement or the financialstatements described in this Section 4.4.

 

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4.5           **Properties**

 

(a)           Each of the Credit Partieshas good and marketable title to, or valid, subsisting and enforceableleasehold interests in, all its real and personal property material to itsbusiness.

 

(b)           Each of the Credit Partiesowns, or is licensed to use, all trademarks, service marks, tradenames,copyrights, patents and other intellectual property (“Proprietary Rights”)material to its business, and the use thereof by the Credit Parties does notinfringe upon the rights of any other Person, except for any such infringementsthat, individually or in the aggregate, could not reasonably be expected toresult in a Material Adverse Effect.  Allregistered trademarks, service marks, copyrights and patents, together with thedomain names, web sites, and web site registrations which are owned by orlicensed to any Credit Party, are listed on Schedule 4.5 annexed hereto(collectively “Registered Rights”). Except as set forth on Schedule 4.5 annexed hereto, all of theRegistered Rights have been duly registered in, filed in or issued by the PTO,a domain name registrar or other corresponding offices of other jurisdictionsas identified on such schedule, and have been properly maintained and renewedin accordance with all applicable provisions of law and administrative regulationsin the United States or in each such other jurisdiction, as applicable, exceptwhere the failure to so register, file, maintain or renew would not reasonablybe expected to result in a Material Adverse Effect.

 

(c)           As of the Effective Date, Schedule4.5 annexed hereto contains a true, accurate and complete list of (i) allowned Real Property Assets and (ii) all leases, subleases or assignmentsof leases (together with all amendments, modifications, supplements, renewalsor extensions of any thereof) affecting each Real Property Asset of any CreditParty, regardless of whether such Credit Party is the landlord or tenant(whether directly or as an assignee or successor in interest) under such lease,sublease or assignment.  Expect asspecified in Schedule 4.5 annexed hereto, each agreement listed inclause (ii) of the immediately preceding sentence is in full force andeffect and the Borrower has no knowledge of any default that has occurred andis continuing thereunder, and each such agreement constitutes the legal, validand binding obligation of each applicable Credit Party, enforceable againstsuch Credit Party in accordance with its terms, except as enforcement may belimited by bankruptcy, insolvency, reorganization, moratorium or similar lawsrelating to or limiting creditors’ rights generally or by equitable principles.

 

4.6           **Litigation and EnvironmentalMatters**

 

(a)           There are no actions, suitsor proceedings by or before any arbitrator or Governmental Authority pendingagainst or, to the knowledge of any of the Credit Parties, threatened againstor affecting the Credit Parties (i) as to which there is a reasonablepossibility of an adverse determination and that, if adversely determined,could reasonably be expected, individually or in the aggregate, to result in aMaterial Adverse Effect or (ii) that involve any of the Basic Documents orthe Transactions.

 

(b)           Except with respect to anyother matters that, individually or in the aggregate, could not reasonably beexpected to result in a Material Adverse Effect, none of the Credit Parties (i) hasfailed to comply with any Environmental Law or to obtain, maintain or complywith any permit, license or other approval required under any

 

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Environmental Law, (ii) has become subject toany Environmental Liability, (iii) has received notice of any claim withrespect to any Environmental Liability or any inquiry, allegation, notice orother communication from any Governmental Authority concerning its compliancewith any Environmental Law or (iv) knows of any basis for anyEnvironmental Liability.

 

4.7           **Compliance with Laws andAgreements**.  Each of theCredit Parties is in compliance with all laws, regulations, policies and ordersof any Governmental Authority applicable to it or its property and allindentures, agreements and other instruments binding upon it or its property,except where the failure to do so, individually or in the aggregate, could notreasonably be expected to result in a Material Adverse Effect.

 

4.8           **Investment and Holding CompanyStatus**.  No Credit Party nor any oftheir respective Subsidiaries is (a) an “investment company” as definedin, or subject to regulation under, the Investment Company Act of 1940, asamended, (b) a “holding company” as defined in, or subject to regulationunder, the Public Utility Holding Company Act of 1935, as amended or (c) a“bank holding company” as defined in, or subject to regulation under, the BankHolding Company Act of 1956, as amended.

 

4.9           **Taxes**.  Each of the Credit Parties and theirrespective Subsidiaries has timely filed or caused to be filed all Tax returnsand reports required to have been filed and has paid or caused to be paid allTaxes required to have been paid by it, except (a) Taxes that are beingcontested in good faith by appropriate proceedings and for which such CreditParty has set aside on its books adequate reserves with respect thereto inaccordance with GAAP or (b) to the extent that the failure to do so couldnot reasonably be expected to result in a Material Adverse Effect.

 

4.10         **ERISA**.  No ERISA Event has occurred or is reasonablyexpected to occur that, when taken together with all other such ERISA Eventsfor which liability is reasonably expected to occur, could reasonably beexpected to result in a Material Adverse Effect.  The present value of all accumulated benefitobligations under each Plan (based on the assumptions used for purposes ofStatement of Financial Accounting Standards No. 87) did not, as of thedate of the most recent financial statements reflecting such amounts, exceed bymore than $100,000 the fair market value of the assets of such Plan, and thepresent value of all accumulated benefit obligations of all underfunded Plans(based on the assumptions used for purposes of Statement of FinancialAccounting Standards No. 87) did not, as of the date of the most recentfinancial statements reflecting such amounts, exceed by more than $100,000 thefair market value of the assets of all such underfunded Plans.  No Credit Party has a present intention toterminate any Plan.

 

4.11         **Disclosure**.  As of the Effective Date to the CreditParties have disclosed to each Purchaser and the Administrative Agent, allagreements, instruments and corporate or other restrictions to which any CreditParty is subject, and all other matters known to any Credit Party, that,individually or in the aggregate, could reasonably be expected to result in aMaterial Adverse Effect.  The seniormanagement structure of the Borrower is as set forth on Schedule 4.11annexed hereto.  The information,reports, financial statements, exhibits and schedules furnished in writing byor on behalf of the Credit Parties to the Administrative Agent or any Purchaserin connection with the negotiation, preparation or delivery of this Agreementand the other Note Documents or

 

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included herein or thereinor delivered pursuant hereto or thereto, when taken as a whole do not containany untrue statement of material fact or omit to state any material factnecessary to make the statements herein or therein, in light of the circumstancesunder which they were made, not misleading. All written information furnished after the date hereof by the CreditParties to the Administrative Agent and the Purchasers in connection with thisAgreement and the transactions contemplated hereby will be true, complete andaccurate in every material respect, or (in the case of projections) based onreasonable estimates, on the date as of which such information is stated orcertified.  There is no fact known to theBorrower that could reasonably be expected to have a Material Adverse Effectthat has not been disclosed herein or in a report, financial statement,exhibit, schedule, disclosure letter or other writing furnished to thePurchasers for use in connection with the transactions contemplated hereby orthereby.

 

4.12         **Capitalization**.  As of the Effective Date, the capitalstructure and ownership of the Borrower are correctly described in Schedule4.12.  The issued and outstandingcapital stock of the Borrower is duly and validly issued and outstanding, fullypaid and nonassessable.  Except as setforth in Schedule 4.12, there are no outstanding Equity Rights withrespect to the Borrower and there are no outstanding obligations of any CreditParty to repurchase, redeem, or otherwise acquire any shares of capital stockof any Credit Party nor are there any outstanding obligations of the any CreditParty to make payments to any Person, such as “phantom stock” payments, wherethe amount thereof is calculated with reference to the fair market value orequity value of the any Credit Party.

 

4.13         **Subsidiaries**

 

(a)           Set forth in Schedule 4.13 isa complete and correct list of all of the Subsidiaries of the Credit Parties asof the Effective Date together with, for each such Subsidiary, (i) thejurisdiction of organization of such Subsidiary, (ii) each Person holdingownership interests in such Subsidiary and (iii) the nature of theownership interests held by each such Person and the percentage of ownership ofsuch Subsidiary represented by such ownership interests.  Except as disclosed in Schedule 4.13, (x) eachCredit Party and its respective Subsidiaries owns, free and clear of Liens(other than Liens created pursuant to the Collateral Documents), and has theunencumbered right to vote, all outstanding ownership interests in each Personshown to be held by it in Schedule 4.13, (y) all of the issued andoutstanding capital stock of each such Person organized as a corporation isvalidly issued, fully paid and nonassessable and (z) there are nooutstanding Equity Rights with respect to such Person.

 

(b)           Except as set forth in Schedule 4.13, as of thedate of this Agreement, none of the Subsidiaries of the Borrower is subject toany indenture, agreement, instrument or other arrangement containing anyprovision of the type described in Section 7.8, other than any suchprovision the effect of which has been unconditionally, irrevocably andpermanently waived.

 

4.14         **Material Indebtedness,Liens and Agreements**

 

(a)           Schedule 4.14 hereto is a complete and correctlist, as of the date of this Agreement, of all Material Indebtedness or anyextension of credit (or commitment for any extension of credit) to, orguarantee by, any Credit Party the aggregate principal or face amount of whichequals or exceeds (or may equal or exceed) 

 

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$1,500,000, and the aggregate principal or faceamount outstanding or that may become outstanding with respect thereto iscorrectly described in Schedule 4.14.

 

(b)           Schedule 4.14 hereto is a complete and correctlist, as of the date of this Agreement, of each Lien securing Indebtedness ofany Person the aggregate principal or face amount of which equals or exceeds(or may equal or exceed) $100,000 and covering any property of the CreditParties, and the aggregate Indebtedness secured (or which may be secured) byeach such Lien and the Property covered by each such Lien is correctlydescribed in Schedule 4.14.

 

(c)           Schedule 4.14 hereto is a complete and correctlist, as of the date of this Agreement, of each contract and arrangement towhich any Credit Party is a party for which breach, nonperformance,cancellation or failure to renew would have a Material Adverse Effect.

 

(d)           Schedule 4.14 hereto is a complete and correctlist, as of the date of this Agreement, of each Phantom Stock Agreement andeach other contract and arrangement between any Credit Party and its senior managers.

 

Trueand complete copies of each agreement listed on the appropriate part of Schedule 4.14have been delivered to the Administrative Agent, together with all amendments,waivers and other modifications thereto. All such agreements are valid, subsisting, in full force and effect, arecurrently binding and will continue to be binding upon each Credit Party thatis a party thereto and, to the best knowledge of the Credit Parties, bindingupon the other parties thereto in accordance with their terms.  The Credit Parties are not in default underany such agreements.

 

4.15         **Holding Company NotesIndenture; Senior Subordinated Notes Indenture**.  The Holding Company Notes Indenture is infull force and effect, without amendment (other than the SupplementalIndentures described in the definition thereof).  All obligations of the Credit Partieshereunder and under the other Note Documents and the obligations of the HoldingCompany under the Holding Company Collateral Documents are permitted to beincurred under the Holding Company Notes Indenture.  The Senior Subordinated Notes Indenture is infull force and effect, without amendment (other than the SupplementalIndentures described in the definition thereof).  All obligations of the Credit Partieshereunder and under the other Note Documents and the obligations of the HoldingCompany under the Holding Company Collateral Documents are permitted to be incurredunder the Senior Subordinated Notes Indenture.

 

4.16         **Federal ReserveRegulations**.  No Credit Partynor any of its Subsidiaries is engaged principally or as one of its importantactivities in the business of extending credit for the purpose of purchasing orcarrying margin stock (as defined in Regulation U of the Board).  The value of all margin stock owned by theBorrower does not constitute more than 25% of the value of the assets of theBorrower.

 

4.17         **Burdensome Restrictions**.  No Credit Party is a party to or otherwisebound by any indenture, Note or credit agreement or any lease or otheragreement or instrument or subject to any charter, corporate or partnershiprestriction which would foreseeably have a Material Adverse Effect.

 

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4.18         **Force Majeure**.  Since the date of the most recent financialstatements referred to in Section 4.4(a)(i) to the Effective Date,the business, properties and other assets of the Credit Parties have not beenmaterially and adversely affected in any way as the result of any fire or othercasualty, strike, lockout or other labor trouble, embargo, sabotage,confiscation, contamination, riot, civil disturbance, activity of armed forcesor act of God.

 

4.19         **Labor and EmploymentMatters**.

 

(a)   As of the date of this Agreement, except as set forth on Schedule 4.19,(A) no employee of any Credit Party is represented by a labor union, nolabor union has been certified or recognized as a representative of any suchemployee; (B) there are no pending or, to the Borrower’s knowledge,threatened representation campaigns, elections or proceedings; (C) noCredit Party has any knowledge of any strikes, slowdowns or work stoppages ofany kind, or threats thereof; and (D) no Credit Party has engaged in,admitted committing or been held to have committed any unfair labor practice,in each case except where such occurrence would not reasonably be expected tohave a Material Adverse Effect.

 

(b)   As of the date of this Agreement, Schedule 4.19 sets forthall material employment contracts for members of senior management of theCredit Parties under which any Credit Party thereof has any obligations toprovide compensation or remuneration of any kind (other than obligations tomake current wage or salary payments that are terminable at will withoutnotice).

 

(c)   Except as set forth on Schedule 4.19, each CreditParty has at all times complied in all material respects, and are in materialcompliance with, all applicable laws, rules and regulations respectingemployment, wages, hours, compensation, benefits, and payment and withholdingof taxes in connection with employment, except where the failure to so complywould not reasonably be expected to have a Material Adverse Effect.

 

(d)   Except as set forth on Schedule 4.19, except as couldnot reasonably be expected to have, individually or in the aggregate, aMaterial Adverse Effect, the Credit Parties have at all times complied with,and are in compliance with, all applicable laws, rules and regulationsrespecting occupational health and safety, whether now existing or subsequentlyamended or enacted, including the Occupational Safety & Health Act of1970, 29 U.S.C. Section 651 et seq. and the state analogies thereto, allas amended or superseded from time to time, and any common law doctrinerelating to worker health and safety.

 

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4.20         **Senior Indebtedness.**  The obligations of the Credit Partieshereunder and under the other Note Documents constitute “Senior Indebtedness”and “Designated Senior Indebtedness” under and as defined in the SeniorSubordinated Note Indenture.  Thesubordination provisions of the Senior Subordinated Note Indenture areenforceable by each Purchaser and each other holder of any obligations of theCredit Parties under the Note Documents in accordance with their terms.

 

4.21         **Tenth Amendment to FirstLien Credit Agreement. **Therepresentations and warranties of the Credit Parties contained in the TenthAmendment to the First Lien Credit Agreement dated as of the date hereof aretrue, correct and complete in all material respects.

 

**ARTICLE V**

** **

**Conditions**

 

5.1           **Effective Date**.  The obligations of the Purchasers to purchasethe Notes hereunder shall not become effective until the date on which each ofthe following conditions is satisfied (or waived in accordance with theIntercreditor Agreement):

 

(a)           Counterparts of Agreement.  The Administrative Agent shall have receivedfrom each party hereto either (i) a counterpart of this Agreement signedon behalf of such party or (ii) written evidence satisfactory to theAdministrative Agent (which may include telecopy transmission of a signedsignature page of this Agreement) that such party has signed a counterpartof this Agreement.

 

(b)           Notes.  TheAdministrative Agent shall have received for each Purchaser a duly completedand executed promissory note for such Purchaser.

 

(c)           Bond Purchase Agreement.  The Borrower and the Purchasers shall haveexecuted and delivered a Bond Purchase Agreement (the “Bond Purchase Agreement”)dated as of the Effective Date pursuant to which the Borrower shall purchasefrom the Purchasers and the Purchasers shall sell to the Company the SeniorSubordinated Notes held by the Purchasers.

 

(d)           Tenth Amendment to First Lien Credit Agreement.  The Tenth Amendment to the First Lien CreditAgreement shall have been executed by the parties thereto and shall have becomeeffective simultaneously with the effectiveness of this Agreement.

 

(e)           Security Interests. The Administrative Agent shall have received evidence satisfactory to itthat the Credit Parties shall have taken or caused to be taken all suchactions, executed and delivered or caused to be executed and delivered all suchagreements, documents and instruments, and made or caused to be made all suchfilings and recordings that may be necessary or, in the opinion of theAdministrative Agent, desirable in order to create in favor of theAdministrative Agent, for the benefit of the Purchasers, a valid and (upon suchfiling and recording) perfected security interest (second in priority only tothe security interests in respect of the First Lien Credit Agreement) in theentire personal and mixed property Collateral such that the obligations of theCredit Parties hereunder are secured by all of the collateral securing theobligations of the Credit Parties under the First Lien Credit Agreement andthose 

 

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security interests which can be perfected prior tothe satisfaction of the obligations under the First Lien Credit Agreement areso perfected on the Effective Date or as otherwise agreed by the AdministrativeAgent on or prior to such date.

 

(f)            Intercreditor Agreement.  Each of the parties to the IntercreditorAgreement shall have executed and delivered to the Administrative Agent itscounterpart of the Intercreditor Agreement.

 

(g)           Other Documents. The Administrative Agent shall have received such other documents as theAdministrative Agent or any Purchaser shall have reasonably requested.

 

(h)           Fees.  TheBorrower shall have paid the fees and out-of-pocket expenses of Special Counselto the Administrative Agent and the Purchasers as set forth in Section 10.3(a) hereof.

 

**ARTICLE VI**

 

**Affirmative Covenants**

 

Until all of the Commitments have expired or beenterminated and the principal of and interest on each Note and all fees payablehereunder shall have been paid in full, each of the Credit Parties covenantsand agrees with the Purchasers that:

 

6.1           **Financial Statements andOther Information**.  The CreditParties will furnish to the Administrative Agent and each Purchaser:

 

(a)           as soon as available, but in any event no later than theearlier of (x) 100 days after the end of each fiscal year of the CreditParties and (y) earlier of the date the Holding Company’s or the Borrower’sfinancial statements of the type referred to in clause (i) below arerequired to be filed with the Securities and Exchange Commission:

 

(i)            consolidated and consolidating statements of income,retained earnings and cash flows of the Credit Parties for such fiscal year andthe related consolidated and consolidating balance sheets of the Credit Partiesas at the end of such fiscal year, setting forth in each case in comparativeform the corresponding consolidated and consolidating figures for the precedingfiscal year,

 

(ii)           an opinion of independent certified public accountants ofrecognized national standing (without a “going concern” or like qualificationor exception and without any qualification or exception as to the scope of suchaudit) stating that said consolidated financial statements referred to in thepreceding clause (i) fairly present the consolidated financial conditionand results of operations of the Credit Parties as at the end of, and for, suchfiscal year in accordance with GAAP, and a statement of such accountants to theeffect that, in making the examination necessary for their opinion, nothingcame to their attention that caused them to believe that the Borrower was notin compliance with Section 7.9, insofar as such Section relates toaccounting matters,

 

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(iii)          a certificate of a Financial Officer of the Borrowerstating that said consolidating financial statements referred to in thepreceding clause (i) fairly present the respective individualunconsolidated financial condition and results of operations of the CreditParties, in each case in accordance GAAP consistently applied, as at the endof, and for, such fiscal year, and

 

(iv)          to the extent that the Borrower is at such time subject toan obligation to file with the Securities and Exchange Commission thecertifications required pursuant to Sections 302 and 906 of theSarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the applicablerules under the Exchange Act and otherwise in accordance with therequirements of the Sarbanes-Oxley Act and the Exchange Act, certifications ofeach of the chief executive officer and chief financial officer of the Borrowersubstantially similar in form and substance to such required certifications,including a certification that (A) said consolidated financial statementsreferred to in the preceding clause (i) do not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading, and (B) such consolidated financial statementsfairly present in all material respects the financial condition, results ofoperations and cash flows of the Credit Parties on a consolidated basis as ofand for the periods presented in accordance with GAAP consistently applied;

 

(b)           as soon as available but in any event no later than theearlier of (x) 50 days after the end of each of the first three fiscalquarters of the Credit Parties and (y) earlier of the date the HoldingCompany’s or the Borrower’s financial statements of the type referred to inclause (i) below are required to be filed with the Securities and ExchangeCommission:

 

(i)            consolidated and consolidating statements of income,retained earnings and cash flows of the Credit Parties for such period and forthe period from the beginning of the respective fiscal year to the end of suchperiod, and the related consolidated and consolidating balance sheets of theCredit Parties as at the end of such period, setting forth in each case incomparative form the corresponding consolidated and consolidating figures forthe corresponding period in Credit Parties’ strategic plan for such period andfor the corresponding period in the preceding fiscal year (except that, in thecase of balance sheets, such comparison shall be to the last day of the priorfiscal year),

 

(ii)           a certificate of a Financial Officer of the Borrower, whichcertificate shall state that said consolidated financial statements referred toin the preceding clause (i) fairly present the consolidated financialcondition and results of operations of the Credit Parties and that saidconsolidating financial statements referred to in the preceding clause (i) fairlypresent the respective individual unconsolidated financial condition andresults of operations of the Credit Parties, in each case in accordance withgenerally accepted accounting principles, consistently applied, as at the endof, and for, such period (subject to normal year-end audit adjustments and theomission of footnotes), and

 

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(iii)          to the extent that the Borrower is at such time subject toan obligation to file with the Securities and Exchange Commission thecertifications required pursuant to the Sarbanes—Oxley Act and the applicable rules underthe Exchange Act and otherwise in accordance with the requirements of theSarbanes-Oxley Act and the Exchange Act, certifications of each of the chief executiveofficer and chief financial officer of the Borrower substantially similar inform and substance to such required certifications, including a certificationthat (A) said consolidated financial statements referred to in thepreceding clause (i) do not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading, and (B) such financial statements fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the Borrower and its Subsidiaries on a consolidated basis as of and for theperiods presented in accordance with GAAP consistently applied, subject tonormal year-end audit adjustments and the absence of footnotes;

 

(c)           as soon as available and in any event within 35 days afterthe end of each month, internally prepared financial statements consisting ofconsolidated and consolidating statements of income, and cash flows of theCredit Parties for such month and for the period from the beginning of thecurrent fiscal year to the end of such month, and the related consolidated andconsolidating balance sheets of the Credit Parties as at the end of such monthsetting forth in each case in comparative form the corresponding consolidatedand consolidating figures for the corresponding period in Credit Parties’strategic plan for such period;

 

(d)           concurrently with any delivery of financial statementsunder clauses (a) and (b) above, a Compliance Certificate;

 

(e)           concurrently with any delivery of financial statementsunder clause (a) above, a certificate of the accounting firm that reportedon such financial statements stating whether they obtained knowledge during thecourse of their examination of such financial statements of any Default (whichcertificate may be limited to the extent required by accounting rules orguidelines);

 

(f)            as soon as available and in any event within 35 daysafter the beginning of the fiscal year of the Borrower, consolidated andconsolidating statements of forecasted income for the Credit Parties for eachfiscal month in such fiscal year and a forecasted consolidated andconsolidating balance sheets of the Credit Parties, together with supporting assumptionswhich were reasonable when made, as at the end of each fiscal month, allprepared in good faith in reasonable detail and consistent with the Borrower’sand the Borrower’s past practices in preparing projections and otherwisereasonably satisfactory in scope to the Administrative Agent;

 

(g)           promptly after the same become publicly available, copiesof all registration statements, regular periodic and other reports andstatements filed by the Holding Company or any Credit Party with the Securitiesand Exchange Commission or any Governmental Authority succeeding to any or allof the functions of said Commission or with any national securities exchange ormarket quotation system and copies of all press releases by the Holding Companyor any Credit Party;

 

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(h)           promptly upon the mailing thereof to the shareholders ofthe Borrower generally, copies of all financial statements, reports and proxyor information statements so mailed;

 

(i)            promptly upon the Administrative Agent’s request, foreach publication for which audits are regularly prepared by any Credit Party (i) auditsof the magazine subscriptions for each of the publications of the CreditParties as of December 31 and June 30 each year performed by eitherAudit Bureau of Circulations or Business Publications Audit of Circulation, Inc.and (ii) audits of the membership subscriptions for the Credit Parties asof December 31 and June 30 each year;

 

(j)            promptly upon the Administrative Agent’s request, theBorrower shall deliver to the Administrative Agent tapes, disks or otherstorage media containing the then-current subscription and membership lists andother data bases maintained by each of the Credit Parties, together with thetechnical specifications for how to read such information, all in formreasonably satisfactory to the Administrative Agent which may include therequirement that the Borrower request that each of its and its Subsidiaries’fulfillment houses furnish such information regarding the Credit Parties’subscription lists as are maintained by such fulfillment houses; *provided, however*, that the Administrative Agent shall notdivulge such information to any Person prior to the occurrence of an Event ofDefault; *provided, further however*, that afterthe occurrence and during the continuation of an Event of Default, theAdministrative Agent may use that information for any lawful purpose (includinga sale of one or more data bases), provided that the Administrative Agent actsin a commercially reasonable fashion in making such use, but the AdministrativeAgent shall have no obligation to make any such use of such information unlessdirected to do so by the Required Purchasers;

 

(k)           promptly after delivery of the same to the Paying Agent,copies of all notices of redemption, payment instructions, officer’scertificates, and other similar documents delivered to the Paying Agent underthe Holding Company Notes Indenture in connection with any redemption ofHolding Company Notes; and

 

(l)            promptly following any request therefor, such other informationregarding the operations, business affairs and financial condition of anyCredit Party, or compliance with the terms of this Agreement, as theAdministrative Agent or any Purchaser may reasonably request.

 

6.2           **Notices of Material Events**.  The Credit Parties will furnish to theAdministrative Agent and each Purchaser prompt written notice of the following:

 

(a)           the occurrence of any Default;

 

(b)           the filing or commencement of any action, suit orproceeding by or before any arbitrator or Governmental Authority against oraffecting any Credit Party or any Affiliate thereof that, if adverselydetermined, could reasonably be expected to result in a Material AdverseEffect;

 

(c)           the occurrence of any ERISA Event that, alone or togetherwith any other ERISA Events that have occurred, could reasonably be expected toresult in liability of the Credit Parties in an aggregate amount exceeding$100,000; and

 

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(d)           the occurrence of any event of default or terminationunder any Sale-Leaseback Agreement between a Credit Party and AGRP HoldingCorp. or any of its Subsidiaries;

 

(e)           the occurrence of any event of default or terminationunder any instrument, agreement or mortgage between AGRP Holding Corp. or anyof its Subsidiaries and CIBC Inc. in connection with any loan secured by amortgage on property leased or used by any Credit Party; and

 

(f)            any other development that results in, or couldreasonably be expected to result in, a Material Adverse Effect.

 

(g)           theoccurrence of any default under the Holding Company Notes Indenture or theSenior Subordinated Notes Indenture or the receipt of any notice delivered bythe trustee pursuant to the Holding Company Notes Indenture or the SeniorSubordinated Notes Indenture (and a copy of such notice shall be delivered tothe Administrative Agent).

 

Eachnotice delivered under this Section 6.2 shall be accompanied by astatement of a Financial Officer or other executive officer of the Borrowersetting forth the details of the event or development requiring such notice andany action taken or proposed to be taken with respect thereto.

 

6.3           **Existence; Conduct ofBusiness**.  The Credit Partieswill do or cause to be done all things necessary to preserve, renew and keep infull force and effect its legal existence and the rights, licenses, permits,privileges and franchises material to the conduct of its business. No CreditParty shall change its corporate, partnership or limited liability company formor jurisdiction of organization without the written consent of the Required Purchasersor the Administrative Agent on their behalf, which consent shall not beunreasonably withheld; *provided* thatsuch consent shall be predicated upon such amendments to the Note Documents asshall be necessary to reflect such change. The foregoing shall not prohibit any merger, consolidation, liquidation,dissolution or any discontinuance or sale of such business permitted under Section 7.4.

 

6.4           **Payment of Obligations**.  Each of the Credit Parties will pay itsobligations, including Tax liabilities, that, if not paid, could result in aMaterial Adverse Effect before the same shall become delinquent or in default,except where (a) the validity or amount thereof is being contested in goodfaith by appropriate proceedings, (b) such Credit Party has set aside onits books adequate reserves with respect thereto in accordance with GAAP and (c) thefailure to make payment pending such contest could not reasonably be expectedto result in a Material Adverse Effect.

 

6.5           **Maintenance of Properties;Insurance**.  The Credit Partieswill (a) keep and maintain all property material to the conduct of itsbusiness in good working order and condition, ordinary wear and tear excepted,and (b) maintain insurance, with financially sound and reputable insurancecompanies, as may be required by law and such other insurance in such amountsand against such risks as are customarily maintained by companies engaged inthe same or similar businesses operating in the same or similar locations,including media perils insurance. Without limiting the generality of theforegoing, the Credit Parties will (i) maintain or cause to be maintainedflood insurance with respect to each Flood Hazard Property in amounts approvedby the 

 

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Administrative Agent, orprovide evidence acceptable to the Administrative Agent that such insurance isnot available, (ii) maintain or cause to be maintained replacement valuecasualty insurance on the Collateral and media perils insurance under suchpolicies of insurance, in each case with such insurance companies, in suchamounts, with such deductibles, and covering such terms and risks as are at alltimes satisfactory to the Administrative Agent in its commercially reasonablejudgment.  At such time as the First LienLenders have been paid in full, each such policy of insurance shall (x) namethe Administrative Agent for the benefit of the Purchasers as an additionalinsured thereunder as its interests may appear and (y) in the case of eachcasualty insurance policy, contain a loss payable clause or endorsement,satisfactory in form and substance to the Administrative Agent that names theAdministrative Agent for the benefit of the Purchasers as the loss payeethereunder for any covered loss in an amount not less than $1,000,000 peroccurrence, with “umbrella” coverage in an aggregate amount not less than$25,000,000 and provides for at least 30 days prior written notice to theAdministrative Agent of any modifications or cancellation of such policy.

 

6.6           **Books and Records;Inspection Rights**.  The CreditParties will keep proper books of record and account in which full, true andcorrect entries are made of all dealings and transactions in relation to itsbusiness and activities.  The CreditParties will permit any representatives designated by the Administrative Agentor any Purchaser, upon reasonable prior notice, to visit and inspect itsproperties, to examine and make extracts from its books and records, and todiscuss its affairs, finances and condition with its officers and independentaccountants, all at such reasonable times and as often as reasonablyrequested.  The Borrower, in consultationwith the Administrative Agent, will arrange for a meeting to be held at leastonce every year with the Purchasers hereunder at which the business andoperations of the Credit Parties are discussed.

 

6.7           **Fiscal Year**.  To enable the ready and consistentdetermination of compliance with the covenants set forth in Section 7hereof, the Credit Parties (other than Camping World) will not change the lastday of their fiscal year from December 31 of each year, or the last day ofthe first three fiscal quarters in each of its fiscal years from March 31,June 30 and September 30, respectively, except that Camping World mayhave a fiscal year which ends on the Sunday closest to December 31 of eachcalendar year and such fiscal year shall consist of four thirteen-week fiscalquarters.

 

6.8           **Compliance with Laws**.  The Credit Parties will comply with (i) alllaws, rules, regulations and orders including, without limitation, EnvironmentalLaws, of any Governmental Authority and (ii) all contractual obligations,in each case applicable to it or its property, except where the failure to doso, individually or in the aggregate, could not reasonably be expected toresult in a Material Adverse Effect.

 

6.9           **Use of Proceeds**.  The proceeds of the Notes will be used solelyto conclude the transactions contemplated under the Bond Purchase Agreement.

 

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6.10         **Certain Obligations RespectingSubsidiaries and Collateral Security**

 

(a)           Additional Subsidiaries.  In the event that any Credit Party shall formor acquire any new Subsidiary after the date hereof, such Credit Party  will, and will cause each of its Subsidiariesto, cause such new Subsidiary within five Business Days of such formation oracquisition:

 

(i)            to execute and deliver tothe Administrative Agent the following documents: (1) a counterpart tothis Agreement (and thereby to become a party to this Agreement, as a “Guarantor”hereunder), (2) a counterpart to the Pledge Agreement, (3) acounterpart to the Security Agreement, (4) a counterpart to the TrademarkSecurity Agreement and (5) Mortgages and such other instruments documentsand agreements as may be required by the Administrative Agent; and

 

(ii)           to take such action(including delivering such shares of stock and such UCC financing statements)as shall be necessary to create and perfect valid and enforceable Liensconsistent with the provisions of the applicable Collateral Documents, secondin priority only to the security interests in respect of the First Lien CreditAgreement and, with respect to the Camping World Entities, subject to the Lienssecuring the Camping World Credit Facility; and

 

(iii)          to deliver such proof ofcorporate action, incumbency of officers and other documents as is consistentwith those delivered by each Subsidiary pursuant to Section 5.1 upon theEffective Date or as the Administrative Agent shall have reasonably requested.

 

(b)           Ownership of Subsidiaries.  No Credit Party shall sell, transfer orotherwise dispose of any shares of stock in any Subsidiary owned by it, norpermit any Subsidiary to issue any shares of stock of any class whatsoever toany Person other than to a Credit Party. The Credit Parties will take such action from time to time as shall benecessary to ensure that the percentage of the equity capital of any class orcharacter owned by it in any Subsidiary on the Effective Date (or, in the caseof any newly formed or newly acquired Subsidiary, on the date of formation oracquisition) is not at any time decreased, other than by reason of transfers toanother Credit Party.  In the event thatany additional shares of stock shall be issued by any Credit Party, therespective holder of such shares of stock shall forthwith deliver to theAdministrative Agent pursuant to the Pledge Agreement the certificatesevidencing such shares of stock, accompanied by undated stock powers executedin blank and to take such other action as the Administrative Agent shallrequest to perfect the security interest created therein pursuant to the PledgeAgreement.

 

6.11         **ERISA**.  The Credit Parties will maintain, each Planin compliance with all material applicable requirements of ERISA and of theCode and with all applicable rulings and regulations issued under theprovisions of ERISA and of the Code and will not and not permit any of theERISA Affiliates to (a) engage in any transaction in connection with whichthe Borrower or any of the ERISA Affiliates would be subject to either a civilpenalty assessed pursuant to Section 502(i) of ERISA or a tax imposedby Section 4975 of the Code, in either case in an amount exceeding$50,000, (b) fail to make full payment when due of all amounts which,under the provisions of any Plan, the 

 

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Borrower or any ERISAAffiliate is required to pay as contributions thereto, or permit to exist anyaccumulated funding deficiency (as such term is defined in Section 302 ofERISA and Section 412 of the Code), whether or not waived, with respect toany Plan in an aggregate amount exceeding $50,000 or (c) fail to make anypayments in an aggregate amount exceeding $50,000 to any Multiemployer Planthat the Borrower or any of the ERISA Affiliates may be required to make underany agreement relating to such Multiemployer Plan or any law pertainingthereto.

 

6.12         **Environmental Matters; Reporting**.  The Credit Parties will observe and complywith, all laws, rules, regulations and orders of any government or governmentagency relating to health, safety, pollution, hazardous materials or otherenvironmental matters to the extent non-compliance could result in a materialliability or otherwise have a material adverse effect on the Borrower and theSubsidiaries taken as a whole.  TheBorrower will give the Administrative Agent prompt written notice of anyviolation as to any environmental matter by any Credit Party and of thecommencement of any judicial or administrative proceeding relating to health,safety or environmental matters (a) in which an adverse effect on anyoperating permits, air emission permits, water discharge permits, hazardouswaste permits or other permits held by any Credit Party which are material tothe operations of such Credit Party, or (b) which will or threatens toimpose a material liability on such Credit Party to any Person or which willrequire a material expenditure by such Credit Party to cure any alleged problemor violation.

 

6.13         **Conforming Leasehold Interests;Matters Relating to Additional Real Property Collateral**

 

(a)           If any Credit Party acquiresany Material Leasehold Property, the Borrower shall, or shall cause suchSubsidiary to, use its best efforts (without requiring such Credit Party torelinquish any material rights or incur any material obligations or to expendmore than a nominal amount of money over and above the reimbursement, ifrequired, of the landlord’s out-of-pockets costs, including attorneys’ fees) tocause such Leasehold Property to be a Conforming Leasehold Interest.

 

(b)           From and after the EffectiveDate, in the event that (i) any Credit Party acquires any fee interest inreal property having a fair market value in excess of $1,000,000 or anyMaterial Leasehold Property, or the Administrative Agent determines in its solediscretion to place a Mortgage on any Real Property Asset having a fair marketvalue in excess of $1,000,000 owned on the Effective Date by any Credit Partyif a Mortgage was not placed on any such Real Property Asset as of theEffective Date, or (ii) at the time any Person becomes a Subsidiary, suchPerson owns or holds any fee interest in real property or any MaterialLeasehold Property, in either case excluding any such Real Property Asset theencumbering of which requires the consent of any applicable lessor or (in thecase of clause (ii) above) any then-existing senior lienholder, where theCredit Parties are unable to obtain such lessor’s or senior lienholder’sconsent (any such non-excluded Real Property Asset described in the foregoingclause (i) or (ii) being a “Additional Mortgaged Property”),such Credit Party shall deliver to the Administrative Agent, as soon aspracticable after such Person acquires such Additional Mortgaged Property, thefollowing:

 

(i)            Additional Mortgages.  A fully executed and notarized Mortgage (an “AdditionalMortgage”), in proper form for recording in all 

 

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appropriate places in allapplicable jurisdictions, encumbering the interest of such Credit Party in suchAdditional Mortgaged Property;

 

(ii)           Surveys.  With respect to each Additional MortgagedProperty, copies of all existing surveys, surveyors certificates and suchadditional surveys or surveyor certificates as the Administrative Agent mayreasonably require;

 

(iii)          Recorded Leasehold Interests.  In the case of any Additional MortgagedProperty consisting of a Leasehold Property, copies of all leases between anyCredit Party and any landlord or tenant;

 

(iv)          Landlord Consents andEstoppels.  In the caseof any Additional Mortgaged Property consisting of a Leasehold Property, (a) aLandlord Consent and Estoppel with respect thereto and where required by theterms of any lease, the consent of the mortgagee, ground lessor or other partyand (b) evidence that such Leasehold Property is a Recorded LeaseholdInterest;

 

(v)           Matters Relating to FloodHazard Properties.  (A) Evidenceas to whether any Additional Mortgaged Property is a Flood Hazard Property and (B) ifsuch Additional Mortgaged Property is a Flood Hazard Property, evidence thatthe applicable Credit Party has obtained flood insurance with respect to eachFlood Hazard Property in amounts approved by the Administrative Agent, orevidence acceptable to the Administrative Agent that such insurance is notavailable;

 

(vi)          Title Insurance.  (A) If required by the AdministrativeAgent, ALTA mortgagee title insurance policies or unconditional commitmentstherefor (the “Additional Mortgage Policies”) issued by the TitleCompany with respect to the Additional Mortgaged Property, in an amountsatisfactory to the Administrative Agent, insuring fee simple title to, or avalid leasehold interest in, each such Additional Mortgaged Property vested insuch Credit Party and assuring the Administrative Agent that such AdditionalMortgage creates a valid and enforceable mortgage Lien on such AdditionalMortgaged Property (second in priority only to the mortgage thereon in respectof the First Lien Credit Agreement), subject only to any standard exceptions asmay be reasonably acceptable to the Administrative Agent, which AdditionalMortgage Policy (I) shall include all endorsements for matters reasonablyrequested by the Administrative Agent and (II) shall provide foraffirmative insurance and such reinsurance as the Administrative Agent mayreasonably request, all of the foregoing in form and substance reasonablysatisfactory to the Administrative Agent; and (B) evidence satisfactory tothe Administrative Agent that such Credit Party has (I) delivered to theTitle Company all certificates and affidavits required by the Title Company inconnection with the issuance of the Additional Mortgage Policy and (II) paidto the Title Company or to the appropriate Governmental Authorities allexpenses and premiums of the Title Company in connection with the issuance ofthe Additional Mortgage Policy and all recording and stamp taxes (includingmortgage recording and intangible taxes) payable in connection with recordingthe Additional Mortgage in the appropriate real estate records;

 

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(vii)         Title Reports.  If no Additional Mortgage Policy is requiredwith respect to such Additional Mortgaged Property, a title report issued bythe Title Company with respect thereto, dated not more than 30 days prior tothe date such Additional Mortgage is to be recorded and satisfactory in formand substance to the Administrative Agent;

 

(viii)        Copies of Documents Relatingto Title Exceptions.  Copies ofall recorded documents listed as exceptions to title or otherwise referred toin the Additional Mortgage Policy or in the title reports delivered pursuant toSection 6.13(b)(vii);

 

(ix)           Environmental Audit.  If required by the Administrative Agent,reports and other information in form, scope and substance satisfactory to theAdministrative Agent and prepared by environmental consultants satisfactory tothe Administrative Agent, concerning any environmental hazards or liabilitiesto which any Credit Party may be subject with respect to such AdditionalMortgaged Property; and

 

(x)            Opinions of Counsel.  (1) An favorable opinion of counsel(which counsel shall be satisfactory to the Administrative Agent), as to thedue authorization, execution and delivery by such Credit Party of suchAdditional Mortgage and such other matters as the Administrative Agent mayreasonably request, and (2) if required by the Administrative Agent, anopinion of counsel (which counsel shall be satisfactory to the AdministrativeAgent) in the state in which such Additional Mortgaged Property is located withrespect to the enforceability of the form of Additional Mortgages to berecorded in such state and such other matters (including without limitation anymatters governed by the laws of such state regarding personal property securityinterests in respect of any Collateral) as the Administrative Agent mayreasonably request, in each case in form and substance reasonably satisfactoryto the Administrative Agent.

 

(c)           The Credit Parties willpermit an independent real estate appraiser satisfactory to the AdministrativeAgent, upon reasonable notice, to visit and inspect any Additional Mortgaged Propertyfor the purpose of preparing an appraisal of such Additional Mortgaged Propertysatisfying the requirements of all applicable laws and regulations (in eachcase to the extent required under such laws and regulations as determined bythe Administrative Agent in its sole discretion).

 

**ARTICLE VII**

 

**Negative Covenants**

 

Untilthe Commitments have expired or terminated and the principal of and interest oneach Note and all fees payable hereunder have been paid in full, the CreditParties covenant and agree with the Purchasers that:

 

7.1           **Indebtedness**.  No Credit Party will create, incur, assume orpermit to exist any Indebtedness, except:

 

(a)           Indebtedness createdhereunder;

 

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(b)           Indebtedness of the Borrowerpursuant to the First Lien Loan Documents in respect of the First Lien Loan inan aggregate amount which does not exceed the Cap Amount (as defined in theIntercreditor Agreement) at any one time outstanding, including any extension,renewal, refunding or replacement of any such Indebtedness that does notincrease the principal amount thereof and that is subject to the IntercreditorAgreement;

 

(c)           Indebtedness existing on thedate hereof as set forth in Schedule 4.14 and any extension, renewal,refunding or replacement of any such Indebtedness that does not increase theprincipal amount thereof;

 

(d)           Indebtedness of any CreditParty to any other Credit Party; *provided* that,after the Effective Date, the aggregate Indebtedness owed by the Camping WorldEntities to the other Credit Parties plus the aggregate amount of anyInvestments made by the other Credit Parties in the Camping World Entitiesafter the Effective 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);

 

(e)           Guarantees by any CreditParty of Indebtedness of any other Credit Party (other than Indebtedness of theCamping World Entities);

 

(f)            Indebtedness of any CreditParty (determined on a consolidated basis without duplication in accordancewith GAAP) in an aggregate principal amount which does not exceed $1,200,000 atany one time outstanding;

 

(g)           Senior Subordinated Notes inan aggregate principal amount not in excess of the aggregate amount of theSenior Subordinated Notes outstanding on the Effective Date, after givingeffect to the issuance of the Notes and the repurchase or exchange of SeniorSubordinated Notes with the proceeds thereof;

 

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

 

(i)            To the extent that theCamping World Entities are unable or not permitted to make distributions to theBorrower in amounts necessary to permit the Borrower to make timely SeniorPrincipal Refunding Payments under the terms of the First Lien Loan Documents,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 Purchasers 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 Maturity Date; and

 

(j)            Unsecured Indebtedness ofthe Credit Parties to the Adams Parties equal to the amount of cash interestpayments on $16,000,000 in aggregate principal amount of the First Lien Loans; *provided* such Indebtedness shall be junior and subordinatein right of payment to the obligations to the Purchasers hereunder pursuant 

 

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to provisions reasonably satisfactory to theAdministrative Agent and there will be no principal or interest payments inrespect of the such Indebtedness scheduled or required to be paid prior to the dateoccurring four months after the Maturity Date.

 

7.2           **Liens. **No Credit Party will create,incur, assume or permit to exist any Lien on any Property or asset now owned orhereafter acquired by it, or assign, sell or transfer any income or revenues(including accounts receivable) or rights in respect of any thereof, except:

 

(a)           Liens created under theCollateral Documents;

 

(b)           any Lien on any property orasset of any Credit Party created under the First Lien Loan Documents;

 

(c)           any Lien on any property orasset of any Credit Party existing on the date hereof and set forth in Schedule4.14,  *provided*that (i) such Lien shall not apply to any other property or asset of anyCredit Party and (ii) such Lien shall secure only those obligations whichit secures on the date hereof and extensions, renewals and replacements thereofthat do not increase the outstanding principal amount thereof;

 

(d)           Liens imposed by anyGovernmental Authority for taxes, assessments or charges not yet due or whichare being contested in good faith and by appropriate proceedings if adequatereserves with respect thereto are maintained on the books of any Credit Partyin accordance with GAAP;

 

(e)           carriers’, warehousemen’s,mechanics’, materialmen’s, repairmen’s or other like Liens, and vendors’ Liensimposed by statute or common law not securing the repayment of Indebtedness,arising in the ordinary course of business which are not overdue for a periodof more than 60 days or which are being contested in good faith and byappropriate proceedings and Liens securing judgments (including, withoutlimitation, pre-judgment attachments) but only to the extent for an amount andfor a period not resulting in an Event of Default under Section 8.1(j) hereof;

 

(f)            pledges or deposits underworker’s compensation, unemployment insurance and other social securitylegislation;

 

(g)           deposits to secure theperformance of bids, tenders, trade contracts (other than for borrowed money),leases (other than capital leases), statutory obligations, surety and appealbonds, performance bonds and other obligations of a like nature incurred in theordinary course of business;

 

(h)           easements, rights-of-way,restrictions and other similar encumbrances incurred in the ordinary course ofbusiness and encumbrances consisting of zoning restrictions, easements,licenses, restrictions on the use of Property or minor imperfections in titlethereto which, in the aggregate, are not material in amount, and which do not,in the aggregate, materially detract from the value of the Property of anyCredit Party or interfere with the ordinary conduct of the business of anyCredit Party;

 

(i)            Liens consisting of bankers’liens and rights of setoff, in each case, arising by operation of law, andLiens on documents presented in letters of credit drawings;

 

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(j)            Liens on fixed or capitalassets, including real or personal property, acquired, constructed or improvedby any Credit Party, *provided* that (A) suchLiens secure Indebtedness (including Capital Lease Obligations) permitted bythe proviso to Section 7.1(d) (B) such Liens and theIndebtedness secured thereby are incurred prior to or within 90 days after suchacquisition or the completion of such construction or improvement, (C) theIndebtedness secured thereby does not exceed the cost of acquiring,constructing or improving such fixed or capital assets and (D) suchsecurity interests shall not apply to any other property or assets of anyCredit Party; and

 

(k)           Liens on the assets of theCamping World Entities securing the Indebtedness described in Section 7.1(h).

 

7.3           **Contingent Liabilities**.  No Credit Party will Guarantee theIndebtedness or other obligations of any Person, or Guarantee the payment ofdividends or other distributions upon the stock of, or the earnings of, anyPerson, except:

 

(a)           Guarantees of obligationsunder the First Lien Loan Documents;

 

(b)           endorsements of negotiableinstruments for deposit or collection or similar transactions in the ordinarycourse of business;

 

(c)           Guarantees of obligations ofany Credit Party by any other Credit Party;

 

(d)           Guarantees of obligations ofany Credit Party (other than any obligation of any of the Camping WorldEntities) by any other Credit Party and Guarantees by the Camping WorldEntities of the Indebtedness described in Section 7.1(h); and

 

(e)           obligations in respect ofLetters of Credit.

 

7.4           **Fundamental Changes**.  No Credit Party will enter into anytransaction of merger or consolidation or amalgamation, or liquidate, wind upor dissolve itself (or suffer any liquidation or dissolution).  No Credit Party will acquire any business orproperty from, or capital stock of, or be a party to any acquisition of, anyPerson except for purchases of inventory and other property to be sold or usedin the ordinary course of business, Investments permitted under Section 7.5and Capital Expenditures permitted under Section 7.9(e).  No Credit Party will convey, sell, lease,transfer or otherwise dispose of, in one transaction or a series oftransactions, any material part of its business or property, whether now ownedor hereafter acquired (including, without limitation, receivables and leaseholdinterests, but excluding (x) obsolete or worn-out property, includingleasehold interests, no longer used or useful in its business, (y) anyinventory or other property sold or disposed of in the ordinary course ofbusiness and on ordinary business terms and (z) Sale-LeasebackTransactions to the extent permitted by Section 7.14.

 

Notwithstandingthe foregoing provisions of this Section 7.4:

 

(a)           any Subsidiary (other thanany Camping World Entity) may be merged or consolidated with or into any otherSubsidiary (other than any Camping World Entity) or into the Borrower; *provided* that if any such transaction shall be between a 

 

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Subsidiary and a Wholly Owned Subsidiary, the WhollyOwned Subsidiary shall be the continuing or surviving corporation;

 

(b)           any Subsidiary may sell,lease, transfer or otherwise dispose of any or all of its property (uponvoluntary liquidation or otherwise) to any Subsidiary (other than any CampingWorld Entity) that is a Wholly Owned Subsidiary of the Borrower;

 

(c)           the capital stock of anySubsidiary may be sold, transferred or otherwise disposed of to the Borrower orany Subsidiary that is a Wholly Owned Subsidiary of the Borrower (other thanany Camping World Entity); and

 

(d)           any Camping World Entity maybe merged or consolidated with or into any other Camping World Entity.

 

7.5           **Investments; Hedging Agreements**.

 

(a)           No Credit Party will make orpermit to remain outstanding any Investment, except:

 

(i)    Investments by any CreditParty in any other Credit Party (after the Effective Date, other than a CampingWorld Entity), advances by any Credit Party to any other Credit Party (afterthe Effective Date, other than a Camping World Entity), in the ordinary courseof business and capital contributions by any Credit Party to any other CreditParty (after the Effective Date, other than a Camping World Entity), and afterthe Effective Date if and to the extent that the Camping World Entities do nothave in sufficient cash and availability under the Camping World CreditFacility or otherwise to fund their working capital needs in the reasonablebusiness judgment 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(h)) not in excess of$3,000,000, such Investments to be utilized only for working capital purposesor for capital expenditures in accordance with Section 7.9(e);

 

(ii)           Permitted Investments;

 

(iii)          Deposit and operatingaccounts;

 

(iv)          Investments represented byaccounts receivable created or acquired in the ordinary course of business;

 

(v)           Advances to employees in theordinary course of business not exceeding $2,400,000 in the aggregate at anyone time outstanding;

 

(vi)          Additional Investments in anaggregate amount not in excess of $4,800,000 at any one time outstanding; and

 

(vii)         Investments in addition tothe foregoing made prior to the date hereof and set forth in Schedule 7.5annexed hereto; and

 

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(viii)        The Investment by CWI, Inc.on or about the date of issuance of the Holding Company Notes in the equitycapital of CWFR in an aggregate amount equal to the amount of the proceeds ofthe capital contribution made to the Borrower by the Holding Company on thedate of issuance of the Holding Company Notes.

 

(b)           From and after the EffectiveDate, no Credit Party will enter into any Hedging Agreement.

 

7.6           **Restricted Junior Payments**.  No Credit Party will declare or make anyRestricted Junior Payment at any time; *provided*, *however*, that

 

(a)   so long as no Default shallhave occurred or be continuing or shall be caused thereby, the Borrower maydeclare and make Restricted Junior Payments to the Holding Company in amountsequal to the Permitted Tax Distributions,

 

(b)   so long as no Default shallhave occurred or be continuing or shall be caused thereby, the Borrower maymake Restricted Junior Payments to the Holding Company in an aggregate amountnot in excess of $100,000 in any fiscal year to provide funds to the HoldingCompany to pay administrative expenses and costs of registration of the HoldingCompany Notes, and

 

(c)   so long as no Default shallhave occurred or be continuing or shall be caused thereby, the Borrower maydeclare and make Restricted Junior Payments in amounts equal to the cashinterest payments to the holders of the Senior Subordinated Notes in accordancewith, and only to the extent required by, the indenture or other documentgoverning such indebtedness;

 

*provided* that nothing herein shall be deemed to prohibit themaking of any dividend or distribution by a Subsidiary (other than a CampingWorld Entity) to any other Credit Party and by a Camping World Entity to anyother Camping World Entity.

 

7.7           **Transactions with Affiliates**.  Except as expressly permitted by thisAgreement, no Credit Party will, directly or indirectly (a) make anyInvestment in an Affiliate; (b) transfer, sell, lease, assign or otherwisedispose of any property to an Affiliate; (c) merge into or consolidatewith an Affiliate, or purchase or acquire property from an Affiliate; or (d) enterinto any other transaction directly or indirectly with or for the benefit of anAffiliate (including, without limitation, guarantees and assumptions ofobligations of an Affiliate); *provided* that:

 

(i)            any Affiliate who is anindividual may serve as a director, officer, employee or consultant of anyCredit Party and receive reasonable compensation for his or her services insuch capacity;

 

(ii)           the Credit Parties mayengage in and continue the transactions with or for the benefit of Affiliateswhich are described in Schedule 7.7 annexed hereto;

 

(iii)          the Credit Parties may makepayments to the KEYSOP Plan with respect to bonuses or payments under thePhantom Stock Agreements for key employees of the Credit Parties to the extentthat such 

 

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payments are permitted to bemade pursuant to the other provisions of this Agreement;

 

(iv)          the Credit Parties may enterinto cost allocation agreements with Camping World RV Sales, Inc. in orderto provide for a reasonable allocation of shared overhead and costs, suchagreement to be in form and substance satisfactory to the Administrative Agent;

 

(v)           the Credit Parties mayengage in arms-length transactions for fair market value with or for thebenefit of Affiliates not in excess of $12,000,000 in any fiscal year inaddition to payments and transactions referred to in clauses (i) through (iv) above;

 

(vi)          CWI may make the Investmentpermitted by Section 7.5(a)(ix); and

 

(vii)         Camping World, Inc. mayenter into and perform under that certain Joint Venture Agreement dated on orabout March 6, 2006 with FRH in the form delivered to the AdministrativeAgent; *provided* that all transactionsthereunder shall be upon fair and reasonable terms no less favorable to suchCredit Party than it would obtain in a comparable arms-length transactions andshall be pursuant to written agreements.

 

7.8           **Restrictive Agreements**.  No Credit Party will, directly or indirectly,enter into, incur or permit to exist any agreement or other arrangement thatprohibits, restricts or imposes any condition upon (a) the ability of anyCredit Party to create, incur or permit to exist any Lien upon any of itsproperty or assets, or (b) the ability of any Subsidiary to pay dividendsor other distributions with respect to any shares of its capital stock or tomake or repay Notes or advances to any other Credit Party or to GuaranteeIndebtedness of any other Credit Party; *provided* that (i) theforegoing shall not apply to restrictions and conditions imposed by law or bythis Agreement, (ii) the foregoing shall not apply to restriction andconditions imposed by the First Lien Loan Documents, (iii) the foregoingshall not apply to restrictions and conditions existing on the date hereofidentified on Schedule 7.8 (but shall apply to any extension or renewalof, or any amendment or modification expanding the scope of, any such restrictionor condition), (iv) the foregoing shall not apply to customaryrestrictions and conditions contained in agreements relating to the sale of aSubsidiary pending such sale, *provided* suchrestrictions and conditions apply only to the Subsidiary that is to be sold andsuch sale is permitted hereunder, (v) clause (a) of the foregoingshall not apply to restrictions or conditions imposed by any agreement relatingto secured Indebtedness permitted by this Agreement if such restrictions orconditions apply only to the property or assets securing such Indebtedness; (vi) clause(a) of the foregoing shall not apply to customary provisions in leases andother contracts restricting the assignment thereof; and (vii) theforegoing shall not apply to restrictions and conditions contained in (A) theSenior Subordinated Notes or the Senior Subordinated Notes Indenture, (B) theHolding Company Notes or the Holding Company Notes Indenture, (C) FirstLien Loan Documents and (D) the Camping World Credit Agreement.

 

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7.9           **Certain Financial Covenants**

 

(a)   Consolidated Fixed ChargesRatio.  The Credit Parties will notpermit the Consolidated Fixed Charges Ratio as of the end of any fiscal quarterending during the periods set forth below to be less than the ratio set oppositesuch period below:

 
| **Period**                                                 | ** ** | **Ratio**    | ** ** |
|------------------------------------------------------------|------------|--------------|------------|
| From  January 1, 2009 through September 31, 2009 |       | 0.90 to 1.00 |       |
| From  October 1, 2009 through December 31, 2009  |       | 0.95 to 1.00 |       |
| From  January 1, 2010 and at all times thereafter     |       | 0.98 to 1.00 |       |

 

(b)   Consolidated Total LeverageRatio.  The Credit Parties will notpermit the Consolidated Total Leverage Ratio at any time during any periodbelow to exceed the ratio set opposite such period below:

 
| **Period**                                             | ** ** | **Ratio**    |   |
|--------------------------------------------------------|------------|--------------|--------|
| From January 1, 2009 through June 30, 2009   |       | 6.90 to 1.00 |   |
| From July 1, 2009 through September 30, 2009 |       | 6.35 to 1.00 |   |
| From October 1, 2009 and at all times thereafter  |       | 6.05 to 1.00 |   |

 

(c)   Consolidated Senior LeverageRatio. The Credit Parties will not permit the Consolidated Senior LeverageRatio at any time during any period below to exceed the ratio set opposite suchperiod below:

 
| **Period**                                              | ** ** | **Ratio**    | ** ** |
|---------------------------------------------------------|------------|--------------|------------|
| From  January 1, 2009 through March 31, 2009  |       | 2.95 to 1.00 |       |
| From  April 1, 2009 through June 30, 2009     |       | 2.90 to 1.00 |       |
| From  July 1, 2009 through September 30, 2009 |       | 2.65 to 1.00 |       |
| From  October 1, 2009 and at all times thereafter  |       | 2.60 to 1.00 |       |

 

(d)   Consolidated InterestCoverage Ratio.  The CreditParties will not permit the Consolidated Interest Coverage Ratio as of the endof any fiscal quarter ending during the periods set forth below to be less thanthe ratio set opposite such period below:

 
| **Period**                                              | ** ** | **Ratio**    | ** ** |
|---------------------------------------------------------|------------|--------------|------------|
| From  January 1, 2009 through March 31, 2009  |       | 1.57 to 1.00 |       |
| From  April 1, 2009 through June 30, 2009     |       | 1.48 to 1.00 |       |
| From  July 1, 2009 through September 30, 2009 |       | 1.44 to 1.00 |       |
| From  October 1, 2009 and at all times thereafter  |       | 1.40 to 1.00 |       |

 

For purposes of calculatingthe financial covenants under Sections 7.9(a) through (d) for theperiod of four consecutive fiscal quarters ended March 31, 2009, thetransactions occurring on the Effective Date (including the issuance of theNotes and the application of the proceeds thereof) shall be deemed to haveoccurred on the last day of such four fiscal quarter period.

 

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7.10         **Capital Expenditures**.  The Credit Parties will not permit:

 

(i)            the aggregate amount ofCapital Expenditures to exceed $6,000,000 in any fiscal year; and

 

(ii)           prior to the consummation ofthe Camping World Financing, the aggregate amount of Capital Expenditures bythe Camping World Entities to exceed $2,400,000 in any fiscal year.

 

7.11         **Lines of Business**.  No Credit Party will engage to anysubstantial extent in any line or lines of business activity other than (i) thetypes of businesses engaged in by the Credit Parties as of the Effective Date, (ii) therental and sale of recreational vehicles and (iii) such other lines ofbusiness as may be consented to by the Required Purchasers.

 

7.12         **Subordinated Indebtedness**.  No Credit Party, and no officer or Affiliateof a Credit Party, will purchase, redeem, retire, exchange, or otherwiseacquire for value, or set apart any money for a sinking, defeasance or otheranalogous fund for the purchase, redemption, retirement, exchange, or otheracquisition of, or make any voluntary payment or prepayment of the principal ofor interest on, or any other amount owing in respect of, any SubordinatedIndebtedness.  No Credit Party willGuarantee any other Subordinated Indebtedness without the prior consent of theRequired Purchasers, except that all of the Persons which are Guarantorshereunder may guaranty the Senior Subordinated Notes, *providedthat* such guarantees are subordinated to the guarantees setforth in Section 3.1 to the same extent as the Senior Subordinated Notesis subordinated to the Notes.

 

7.13         **Modifications of CertainDocuments**.  No CreditParty will consent to any modification, supplement or waiver of any of theprovisions of any documents or agreements evidencing or governing anySubordinated Indebtedness or any Sale-Leaseback Transaction, without the priorconsent of the Required Purchasers.

 

7.14         **Sale-Leaseback Transactions.**  No Credit Party will, directly or indirectly,enter into any Sale-Leaseback Transactions without the prior written consent ofthe Required Purchasers; *provided* thatthe Credit Parties may enter into Sale-Leaseback Transactions if the proceedsof such Sale-Leaseback Transactions would constitute Related RetailSale-Leaseback Proceeds.

 

7.15         **Real Property Leases**.  No Credit Party will enter into or maintainany lease of (or other arrangement conveying the right to use) real property,as lessee, if immediately after giving effect thereto, (a) the aggregatemaximum fixed rentals paid or payable by the Credit Parties under all such realproperty leases of the Credit Parties (excluding amounts paid or payable onaccount of maintenance, utilities, ordinary repairs, insurance, taxes,assessments and other similar charges, whether or not designated as rental oradditional rental) for the succeeding period of four consecutive fiscal quartersminus (b) the amount of any payments scheduled to be received bythe Credit Parties during such period from the sublease of leasehold interestswould exceed $24,000,000.

 

7.16         **Compensation Payments to StephenAdams**.  No Credit Party shall pay orcause to be paid any salary, bonuses or other compensation payments to 

 

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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 February 18, 2004, or (b) withthe consent of the Required Purchasers. No Credit Party will accrue any Phantom Stock Accruals or make any cashpayments in respect thereof of otherwise in respect of Phantom Stock Accrualspursuant to any Phantom Stock Agreement or otherwise.

 

7.17         **Restrictions on the HoldingCompany**.  The Holding Company CollateralDocuments shall provide that the Holding Company will not engage in anybusiness activities other than ownership of all the outstanding equity of theBorrower and ongoing activities related to the outstanding Holding CompanyNotes and will not create, incur, assume or permit to exist any Indebtednessother than the Holding Company Notes in an aggregate principal amount not inexcess of the principal amount of the Holding Company Notes issued on the dateof initial issuance thereof (plus any notes issued to pay interest thereon inaccordance with the Holding Company Notes Indenture).  The Holding Company Collateral Documentsshall provide that the Holding Company will not consent to any modification,amendment, supplement or waiver of the Holding Company Notes Indenture withoutthe prior consent of the Required Purchasers.

 

7.18         **Restrictions on CWFR**.  (a) The Credit Parties will not permitCWFR to (i) engage in any business activities or create, incur, assume orpermit to exist any Indebtedness other than ownership of the FRH PreferredEquity Interest and ongoing activities related thereto, (ii) agree to anyamendment, modification, supplement or waiver to any of the terms of the FRHPreferred or any agreement which limits or restricts the rights of the membersof FRH without, in each case, the prior consent of the Administrative Agent, (iii) assign,sale, dispose, pledge or otherwise transfer any of the FRH Preferred EquityInterest unless, as a result thereof, the Credit Parties have received anamount at least equal to the Liquidation Payment, or (iv) agree to thefiling of any voluntary bankruptcy petition or similar filing by FRH withoutthe prior consent of the Required Purchasers.

 

(b)           Upon the receipt by CWFR ofany distribution, Liquidation Payment or other payment from FRH, the CreditParties shall cause CWFR to distribute such distribution, Liquidation Paymentor other payment to CWI, Inc., and such distribution, Liquidation Paymentor other payment shall be distributed by the Credit Parties to the Borrower.

 

**ARTICLE VIIIEvents of Default**

 

8.1           **Events of Default**.

 

Ifany of the following events (“Events of Default”) shall occur:

 

(a)           the Credit Parties shallfail to pay any principal of, or interest on, any Note, or other amount payableunder this Agreement or any fee payable under this Agreement or any otheragreement to the Administrative Agent or the Purchasers, when and as the sameshall become due and payable, whether at the due date thereof or at a datefixed for prepayment thereof or otherwise;

 

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(b)           any representation orwarranty made or deemed made by or on behalf any Credit Party in or inconnection with this Agreement, any of the other Basic Documents or anyamendment or modification hereof or thereof, or in any report, certificate,financial statement or other document furnished pursuant to or in connectionwith this Agreement, any of the other Basic Documents or any amendment ormodification hereof or thereof, shall prove to have been incorrect when made ordeemed made in any material respect;

 

(c)           the Credit Parties shallfail to observe or perform any covenant, condition or agreement contained in Article VIwith the exception of Sections 6.1 (f), (g) and (h) or in Article VII;

 

(d)           any Credit Party shall failto observe or perform any covenant, condition or agreement contained in thisAgreement (other than those specified in clauses (a), (b) or (c) ofthis Article) or any other Note Document, and such failure shall continueunremedied for a period of 30 days after notice thereof from the AdministrativeAgent (given at the request of the Required Purchasers) to the Borrower;

 

(e)           any Credit Party shall failto make any payment (whether of principal or interest and regardless of amount)in respect of any Material Indebtedness, when and as the same shall become dueand payable;

 

(f)            any event (other than anevent specified in subsection (e) of this Section 8.1) or conditionoccurs that results in any Material Indebtedness becoming due prior to itsscheduled maturity or that enables or permits (with or without the giving ofnotice, the lapse of time or both) the holder or holders of any MaterialIndebtedness or any trustee or Administrative Agent on its or their behalf tocause any Material Indebtedness to become due, or to require the prepayment,repurchase, redemption or defeasance thereof, prior to its scheduled maturity(which maturity is not rescinded, annulled or otherwise cured within 30 days ofreceipt by the Borrower of notice of any acceleration);

 

(g)           an involuntary proceedingshall be commenced or an involuntary petition shall be filed seeking (i) liquidation,reorganization or other relief in respect of the Parent, the Holding Company orany Credit Party or its debts, or of a substantial part of its assets, underany Federal, state or foreign bankruptcy, insolvency, receivership or similarlaw now or hereafter in effect or (ii) the appointment of a receiver,trustee, custodian, sequestrator, conservator or similar official for theParent, the Holding Company or any Credit Party or for a substantial part ofits assets, and, in any such case, such proceeding or petition shall continueundismissed for 60 days or an order or decree approving or ordering any of theforegoing shall be entered;

 

(h)           the Parent, the HoldingCompany or any Credit Party shall (i) voluntarily commence any proceedingor file any petition seeking liquidation, reorganization or other relief underany Federal, state or foreign bankruptcy, insolvency, receivership or similarlaw now or hereafter in effect, (ii) consent to the institution of, orfail to contest in a timely and appropriate manner, any proceeding or petitiondescribed in clause (g) of this Article, (iii) apply for or consentto the appointment of a receiver, trustee, custodian, sequestrator, conservatoror similar official for the Parent, the Holding Company or any Credit Party orfor a substantial part of its assets, (iv) file an answer admitting thematerial allegations of a petition filed against it in any such proceeding, (v) 

 

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make a general assignment for the benefit ofcreditors or (vi) take any action for the purpose of effecting any of theforegoing;

 

(i)            any Credit Party, the Parentor the Holding Company shall become unable, admit in writing or fail generallyto pay its debts as they become due;

 

(j)            a final judgment orjudgments for the payment of money in excess of $1,500,000 in the aggregate(exclusive of judgment amounts fully covered by insurance where the insurer hasadmitted liability in respect of such judgment) shall be rendered by a one ormore courts, administrative tribunals or other bodies having jurisdictionagainst any Credit Party and the same shall not be discharged (or provisionshall not be made for such discharge), or a stay of execution thereof shall notbe procured, within 60 days from the date of entry thereof and the relevant CreditParty shall not, within said period of 60 days, or such longer period duringwhich execution of the same shall have been stayed, appeal therefrom and causethe execution thereof to be stayed during such appeal;

 

(k)           an ERISA Event shall haveoccurred that, in the opinion of the Required Purchasers, when taken togetherwith all other ERISA Events that have occurred, could reasonably be expected toresult in a Material Adverse Effect;

 

(l)            a reasonable basis shallexist for the assertion against any Credit Party (or there shall have beenasserted against any Credit Party) claims or liabilities, whether accrued,absolute or contingent, based on or arising from the generation, storage,transport, handling or disposal of Hazardous Materials by any Credit Party orany of its Subsidiaries or Affiliates, or any predecessor in interest of anyCredit Party or any of its Subsidiaries or Affiliates, or relating to any siteor facility owned, operated or leased by any Credit Party or any of itsSubsidiaries or Affiliates, which claims or liabilities (insofar as they arepayable by any Credit Party or any of its Subsidiaries but after deducting anyportion thereof which is reasonably expected to be paid by other credit worthyPersons jointly and severally liable therefor), in the judgment of the RequiredPurchasers are reasonably likely to be determined adversely to any Credit Partyor any of its Subsidiaries, and the amount thereof is, singly or in theaggregate, reasonably likely to have a Material Adverse Effect;

 

(m)          any of the following eventsshall occur and be continuing:

 

(i)            the capital stock of theParent owned directly or indirectly by Stephen Adams, his wife, his children,his grandchildren, 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) shall (on a fully diluted basis aftergiving effect to the exercise of any outstanding rights or options to acquirecapital stock of the Borrower) cease to constitute either (x) at least 51%of the aggregate equity capital of the Parent or (y) at least suchpercentage of the aggregate voting stock of the Parent as is sufficient at alltimes to elect a majority of the Board of Directors of the Parent;

 

(ii)           the Parent shall cease toown directly or indirectly all of the outstanding capital stock of the HoldingCompany;

 

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(iii)          any Person or group (withinthe meaning of the Securities Exchange Act of 1934 and the rules of theSecurities and Exchange Commission thereunder as in effect on the date hereof)other than Stephen Adams and any of the other permitted holders referred to inclause (i) above shall (x) acquire or own, directly or indirectly,beneficially or of record, shares representing more than 20% of the aggregateequity capital of the Parent or (y) acquire direct or indirect Control ofthe Parent;

 

(iv)          a majority of the seats(other than vacant seats) on the board of directors of the Borrower shall beoccupied by Persons who were neither (x) nominated by the board ofdirectors of the Borrower nor (y) appointed by directors so nominated; or

 

(v)           the Holding Company shallcease to own, directly or indirectly, at least 90% of the outstanding capitalstock of the Borrower; or

 

(vi)          a Change of Control will bedeemed to have occurred under the Senior Subordinated Notes Indenture or theHolding Company Notes Indenture;

 

(n)           any of the following shalloccur: (i) the Liens created by the Collateral Documents shall at any time(other than by reason of the Administrative Agent relinquishing such Lien)cease to constitute valid and perfected Liens on the Collateral intended to becovered thereby; (ii) except for expiration in accordance with itsrespective terms, any Collateral Document shall for whatever reason beterminated, or shall cease to be in full force and effect; or (iii) theenforceability of any Collateral Document shall be contested by any CreditParty;

 

(o)           any Guarantor or the HoldingCompany shall assert that its obligations hereunder or under the Collateral Documentsshall be invalid or unenforceable;

 

(p)           an “Event of Default” shallhave occurred under the Holding Company Notes Indenture or any document orinstrument governing any refinancing in respect of the Holding Company Notes;

 

(q)           (i) any holder of the FirstLien Loan shall assert that the Intercreditor Agreement is invalid orunenforceable or (ii) any holder of the Camping World Credit Facilityshall assert that such credit facility secured by any assets of Credit Partiesother than the Camping World Entities;

 

(r)            a default or an event ofdefault shall have occurred under the notes or indenture in respect of (i) theSenior Subordinated Notes or the Senior Subordinated Notes Indenture or (ii) theHolding Company Notes or the Holding Company Notes Indenture, which default orevent of default entitles the holders of such notes to accelerate the maturityof the indebtedness hereunder;

 

then,and in every such event (other than an event with respect to the Credit Partiesdescribed in clause (g) or (h) of this Article), and at any timethereafter during the continuance of such event, the Administrative Agent may,and at the request of the Required Purchasers shall, by notice to the CreditParties, take any or all of the following 

 

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actions,at the same or different times: (i) declare the Notes then outstanding tobe due and payable in whole (or in part, in which case any principal not sodeclared to be due and payable may thereafter be declared to be due andpayable), and thereupon the principal of the Notes so declared to be due andpayable, together with accrued interest thereon and all fees and otherobligations of the Credit Parties accrued hereunder, shall become due andpayable immediately, without presentment, demand, protest or other notice ofany kind, all of which are hereby waived by the Credit Parties, and (ii) theAdministrative Agent may exercise all of the rights as secured party andmortgagee under the Collateral Documents; and in case of any event with respectto the Credit Parties described in clause (g) or (h) of this Article,the principal of the Notes then outstanding, together with accrued interestthereon and all fees and other obligations of the Credit Parties accruedhereunder, shall automatically become due and payable, without presentment,demand, protest or other notice of any kind, all of which are hereby waived bythe Credit Parties, and the Administrative Agent shall be permitted to exercisesuch rights as secured party and mortgagee under the Collateral Documents tothe extent permitted by applicable law.

 

8.2           **Receivership**.  Without limiting the generality of theforegoing or limiting in any way the rights of the Administrative Agent or thePurchasers under the Collateral Documents or otherwise under applicable law, atany time after (i) the entire principal balance of any Note shall havebecome due and payable (whether at maturity, by acceleration or otherwise) and (ii) theAdministrative Agent shall have provided to the Credit Parties not less thanten (10) days prior written notice of its intention to apply for areceiver, the Administrative Agent shall be entitled to apply for and have areceiver appointed under state or federal law by a court of competentjurisdiction in any action taken by the Administrative Agent to enforce thePurchasers’ and Administrative Agent’s rights and remedies hereunder and underthe Collateral Documents in order to manage, protect, preserve, sell andotherwise dispose of all or any portion of the Collateral and continue theoperation of the business of the Credit Parties, and to collect all revenuesand profits thereof and apply the same to the payment of all expenses and othercharges of such receivership, including the compensation of the receiver, andto the payment of the Notes and other fees and expenses due hereunder and underthe Collateral Documents as aforesaid until a sale or other disposition of suchCollateral shall be finally made and consummated.  THE CREDIT PARTIES HEREBY IRREVOCABLY CONSENTTO AND WAIVE ANY RIGHT TO OBJECT TO OR OTHERWISE CONTEST THE APPOINTMENT OFRECEIVER AS PROVIDED ABOVE.  THE CREDITPARTIES (I) GRANT SUCH WAIVER AND CONSENT KNOWINGLY AFTER HAVING DISCUSSEDTHE IMPLICATIONS THEREOF WITH COUNSEL, (II) ACKNOWLEDGE THAT (A) THEUNCONTESTED RIGHT TO HAVE A RECEIVER APPOINTED FOR THE FOREGOING PURPOSES ISCONSIDERED ESSENTIAL BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH THEENFORCEMENT OF THE PURCHASERS’ AND ADMINISTRATIVE AGENT’S RIGHTS AND REMEDIESHEREUNDER AND UNDER THE COLLATERAL DOCUMENTS, AND (B) THE AVAILABILITY OFSUCH APPOINTMENT AS A REMEDY UNDER THE FOREGOING CIRCUMSTANCES WAS A MATERIALFACTOR IN INDUCING THE PURCHASERS TO MAKE THE NOTES TO THE BORROWER; AND (III) AGREETO ENTER INTO ANY AND ALL STIPULATIONS IN ANY LEGAL ACTIONS, OR AGREEMENTS OROTHER INSTRUMENTS IN CONNECTION WITH THE FOREGOING AND TO COOPERATE FULLY WITHTHE ADMINISTRATIVE AGENT AND THE PURCHASERS IN CONNECTION WITH THE ASSUMPTIONAND EXERCISE OF CONTROL BY THE RECEIVER OVER ALL OR ANY PORTION OF THECOLLATERAL.  THE 

 

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PURCHASERS AND THE ADMINISTRATIVEAGENT ACKNOWLEDGE AND AGREE THAT NOTHING IN THIS SECTION 8.2 SHALL BEDEEMED TO CONSTITUTE A WAIVER OF THE CREDIT PARTIES’ RIGHT TO FILE FORPROTECTION UNDER TITLE 11 OF THE UNITED STATES CODE AT ANY TIME PRIOR TO THEAPPOINTMENT OF A RECEIVER.

 

**ARTICLE IXThe Agent**

 

9.1           **Appointment and Authorization**.  Each of the Purchasers hereby irrevocablyappoints New York Life Investment Management LLC as its Administrative Agentand authorizes each Agent to take such actions on its behalf and to exercisesuch powers as are delegated to such Agent by the terms of this Agreement andthe other Note Documents, together with such actions and powers as arereasonably incidental thereto.

 

9.2           **Duties As Expressly Stated**.  The Agents shall not have any duties orobligations except those expressly set forth in this Agreement and the otherNote Documents.  Without limiting thegenerality of the foregoing, (a) the Agents shall not be subject to anyfiduciary or other implied duties, regardless of whether a Default has occurredand is continuing, (b) the Agents shall not have any duty to take anydiscretionary action or exercise any discretionary powers, except discretionaryrights and powers expressly contemplated by this Agreement and the other NoteDocuments that the Agents are required to exercise in writing by the RequiredPurchasers, and (c) except as expressly set forth herein and in the otherNote Documents, the Agents shall not have any duty to disclose, and shall notbe liable for the failure to disclose, any information relating to any CreditParty or any of their respective Subsidiaries that is communicated to orobtained by New York Life Investment Management LLC or any of its Affiliates inany capacity.  Each of the Agents shallnot be liable for any action taken or not taken by it with the consent or atthe request of the Required Purchasers or, if provided herein, with the consentor at the request of the Required Purchasers, or in the absence of its owngross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless anduntil written notice thereof is given to such Agent by the Borrower or aPurchaser, and no Agent shall be responsible for or have any duty to ascertainor inquire into (i) any statement, warranty or representation made in orin connection with this Agreement or the other Note Documents, (ii) thecontents of any certificate, report or other document delivered hereunder orunder any of the other Note Documents or in connection herewith of therewith, (iii) theperformance or observance of any of the covenants, agreements or other terms orconditions set forth herein or in any other Note Document, (iv) thevalidity, enforceability, effectiveness or genuineness of this Agreement, theother Note Documents or any other agreement, instrument or document, or (v) thesatisfaction of any condition set forth in Article V or elsewhere herein,other than to confirm receipt of items expressly required to be delivered tothe Administrative Agent.  TheAdministrative Agent shall not, except to the extent expressly instructed bythe Required Purchasers with respect to collateral security under theCollateral Documents, be required to initiate or conduct any litigation orcollection proceedings hereunder or under any other Note Document; *provided, however*, that the Administrative Agent shall notbe required to take any action which exposes the Administrative Agent topersonal liability or which is contrary to the Note Documents or applicablelaw.

 

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9.3           **Reliance By Agents**.  The Agents shall be entitled to rely upon,and shall not incur any liability for relying upon, any notice, request,certificate, consent, statement, instrument, document or other writing believedby it to be genuine and to have been signed or sent by the proper Person.  Each of the Agents also may rely upon anystatement made to it orally or by telephone and believed by it to be made bythe proper Person, and shall not incur any liability for relying thereon.  The Agents may consult with legal counsel (whomay be counsel for the Borrower), independent accountants and other expertsselected by them, and shall not be liable for any action taken or not taken byit in accordance with the advice of any such counsel, accountants or experts.

 

9.4           **Action Through Sub-Agents**.  The Administrative Agent may perform any andall of its duties, and exercise its rights and powers, by or through any one ormore sub-Administrative Agents appointed by the Administrative Agent in goodfaith.  The Administrative Agent and anysuch sub-Administrative Agent may perform any and all its duties and exerciseits rights and powers through its Related Parties.  The exculpatory provisions of the precedingparagraphs shall apply to any such sub-Administrative Agent and to the RelatedParties of the Administrative Agent and any such sub-Administrative Agent, andshall apply to its activities in connection with the syndication of the creditfacilities provided for herein as well as activities as the AdministrativeAgent.

 

9.5           **Resignation of Agent andAppointment of Successor Agent**.  Subject to the appointment and acceptance ofa successor Agent, as provided in this paragraph, the Administrative Agent mayresign at any time by notifying the Purchasers and the Borrower.  Upon any such resignation, the RequiredPurchasers shall have the right, in consultation with the Borrower, to appointa successor Agent.  If no successor shallhave been so appointed and shall have accepted such appointment within 30 daysafter such retiring Agent gives notice of its resignation, then such retiringAgent may, on behalf of the Purchasers, appoint a successor Agent, which shallbe a bank with an office in New York, New York, or an Affiliate of any suchbank.  Upon the acceptance of itsappointment as an Agent, by a successor, such successor shall succeed to andbecome vested with all the rights, powers, privileges and duties of theretiring Agent, and the retiring Agent shall be discharged from its duties andobligations hereunder and under the other Note Documents.  The fees payable by the Borrower to asuccessor Agent shall be the same as those payable to its predecessor unlessotherwise agreed between the Borrower and such successor.  After an Agent’s resignation hereunder, theprovisions of this Article and Section 10.3 shall continue in effectfor its benefit in respect of any actions taken or omitted to be taken by itwhile it was acting as an Agent.

 

9.6           **Purchasers’ Independent Decisions**.  Each Purchaser acknowledges that it has,independently and without reliance upon the Agents or any other Purchaser andbased on such documents and information as it has deemed appropriate, made itsown credit analysis and decision to enter into this Agreement.  Each Purchaser also acknowledges that itwill, independently and without reliance upon any Agent or any other Purchaserand based on such documents and information as it shall from time to time deemappropriate, continue to make its own decisions in taking or not taking actionunder or based upon this Agreement and the other Note Documents, any relatedagreement or any document furnished hereunder or thereunder.  Except as explicitly provided herein, theAdministrative Agent has no duty or responsibility, either initially or on acontinuing basis, to provide any Purchaser with any credit or other informationwith 

 

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respect to such operations,business, property, condition or creditworthiness, whether such informationcomes into its possession on or before the first Event of Default or at anytime thereafter.

 

9.7           **Indemnification**.  Each Purchaser agrees to indemnify and holdharmless each Agent (to the extent not reimbursed under Section 10.3, butwithout limiting the obligations of the Credit Parties under Section 10.3),ratably in accordance with the aggregate outstanding amount of the Notes heldby the Purchasers, for any and all liabilities (including pursuant to anyEnvironmental Law), obligations, losses, damages, penalties, actions,judgments, deficiencies, suits, costs, expenses (including reasonable attorney’sfees) or disbursements of any kind and nature whatsoever that may be imposedon, incurred by or asserted against such Agent (including by any Purchaser)arising out of or by reason of any investigation in or in any way relating toor arising out of any Note Document or any other documents contemplated by orreferred to therein for any action taken or omitted to be taken by such Agentunder or in respect of any of the Note Documents or other such documents or thetransactions contemplated thereby (including the costs and expenses that theBorrower is obligated to pay under Section 10.3, but excluding, unless aDefault has occurred and is continuing, normal administrative costs andexpenses incident to the performance of its agency duties hereunder) or the enforcementof any of the terms hereof or thereof or of any such other documents; *provided, however*, that no Purchaser shall be liable for anyof the foregoing to the extent they are determined by a court of competentjurisdiction in a final and nonappealable judgment to have resulted from thegross negligence or willful misconduct of the party to be indemnified.  The agreements set forth in this Section 9.9shall survive the payment of all Notes and other obligations hereunder andshall be in addition to and not in lieu of any other indemnification agreementscontained in any other Note Document.

 

9.8           **Consents Under Other NoteDocuments**.  Except asotherwise provided in this Agreement and the other Note Documents, the Agentsmay, with the prior consent of the Required Purchasers (but not otherwise),consent to any modification, supplement or waiver under any of the other NoteDocuments.

 

**ARTICLE X**

 

**Miscellaneous**

 

10.1         **Notices**.  Except in the case of notices and othercommunications expressly permitted to be given by telephone, all notices andother communications provided for herein shall be in writing and shall bedelivered by hand or overnight courier service, mailed by certified orregistered mail or sent by telecopy, as follows:

 

(a)           if to any Credit Party, to2575 Vista Del Mar Drive, Ventura, CA 93001, Attention of Thomas F. Wolfe(Telecopy No. (805) 667-4419), with a copy to Kaplan, Strangis and Kaplan,P.A., Attention of Robert T. York (Telecopy No. (612) 375-1143);

 

(b)           if to the AdministrativeAgent, to New York Life Investment Management LLC, 51 Madison Avenue, Room 201,New York, New York, 10010, Attention of Beth Standbridge (Telecopy No. (212)252-8293, with a copy to Office of the 

 

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General Counsel, Attention of Investment Section, Room 1016(Telecopy No. ((212) 576-7982); and

 

(c)           if to any Purchaser, to itat its address (or telecopy number) set forth in its AdministrativeQuestionnaire.

 

Anyparty hereto may change its address or telecopy number for notices and othercommunications hereunder by notice to the other parties hereto.  All notices and other communications given toany party hereto in accordance with the provisions of this Agreement shall bedeemed to have been given on the date of receipt.

 

10.2         **Waivers; Amendments**.

 

(a)           No failure or delay by theAdministrative Agent or any Purchaser in exercising any right or powerhereunder shall operate as a waiver thereof, nor shall any single or partialexercise of any such right or power, or any abandonment or discontinuance ofsteps to enforce such a right or power, preclude any other or further exercisethereof or the exercise of any other right or power.  The rights and remedies of the AdministrativeAgent and the Purchasers hereunder are cumulative and are not exclusive of anyrights or remedies that they would otherwise have.  No waiver of any provision of this Agreementor consent to any departure by any Credit Party therefrom shall in any event beeffective unless the same shall be permitted by the Section 10.2(b), andthen such waiver or consent shall be effective only in the specific instanceand for the purpose for which given. Without limiting the generality of the foregoing, the making of a Noteshall not be construed as a waiver of any Default, regardless of whether theAdministrative Agent or any Purchaser may have had notice or knowledge of suchDefault at the time.

 

(b)           Neither this Agreement norany provision hereof may be waived, amended or modified except pursuant to anagreement or agreements in writing entered into by the Borrower and theRequired Purchasers or by the Borrower and the Administrative Agent with theconsent of the Required Purchasers; *provided*, ineach case, that no such agreement shall:

 

(i)                    increase any Commitment ofany Purchaser without the written consent of such Purchaser;

 

(ii)                   reduce the principal amount of any Note orreduce the rate of interest thereon, or reduce any fees payable hereunder,without the written consent of each Purchaser affected thereby;

 

(iii)                  postpone the scheduled date of payment of theprincipal amount of any Note, or any interest thereon, or any fees payableunder this Agreement, or reduce the amount of, waive or excuse any suchpayment, change the maturity date of any Note, without the written consent ofeach Purchaser affected thereby;

 

(iv)                  change Section 2.4(c) hereof in amanner that would alter the application of prepayments thereunder, without ineach case the written consent of each Purchaser;

 

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(v)                   alter the rights or obligations of theBorrower to prepay Notes, other than mandatory prepayments required by Section 2.4(b) ofthis Agreement, without the written consent of each Purchaser;

 

(vi)                  change any of the provisions of this Section 10.2or the definition of “Required Purchasers” or “Required Purchasers” or anyother provision hereof specifying the number or percentage of Purchasersrequired to waive, amend or modify any rights hereunder or under any other NoteDocument or make any determination or grant any consent hereunder orthereunder, without the written consent of each Purchaser;

 

(vii)                 release any of the Guarantors from theirobligations in respect of its Guarantee under Article III hereof orrelease all or substantially all of the Collateral (or terminate any Lien withrespect thereto), except in connection with a disposition of all of the sharesof capital stock of a subsidiary in a transaction permitted hereunder, underthis Agreement, or as to which the Required Purchasers have provided theirprior written consent or as otherwise expressly permitted in this Agreement,without the written consent of each Purchaser;

 

(viii)                waive any of the conditions precedentspecified in Section 5.1 or 5.2 hereof, without the written consent ofeach Purchaser and the Administrative Agent; or

 

(ix)                   change Section 2.6 of this Agreement ina manner that would alter the pro rata sharing of payments required thereby;

 

*provided**further* that nosuch agreement shall amend, modify or otherwise affect the rights or duties ofthe Administrative Agent hereunder without the prior written consent of theAdministrative Agent.

 

(c)           None of the CollateralDocuments nor any provision thereof may be waived, amended or modified exceptpursuant to an agreement or agreements in writing entered into by the CreditParties party thereto, and by the Administrative Agent with the consent of theRequired Purchasers.

 

(d)           The Administrative Agent andthe Purchasers agree that if all of the capital stock of or other equityinterests in any Subsidiary that is owned by the Credit Parties is sold ordistributed to any Person as permitted by the terms of this Agreement, the NoteDocuments and the Collateral Documents, or if any Subsidiary is merged orconsolidated with or into any other Person as permitted by the terms of theNote Documents and such Subsidiary is not the continuing or survivingcorporation, the Administrative Agent shall, upon request of the Borrower (andupon the receipt by the Administrative Agent of such evidence as theAdministrative Agent or any Purchaser may reasonably request to establish thatsuch sale, distribution, merger or consolidation is permitted by the terms ofthis Agreement), terminate the Guarantee of such Subsidiary under Article 3hereof and authorize the Administrative Agent to release the Lien created bythe Collateral Documents on any capital stock of or other equity interests insuch Subsidiary.

 

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10.3         **Indemnity; Damage Waiver.**

 

(a)           The Credit Parties jointlyand severally agree to pay, or reimburse the Administrative Agent or Purchasersfor paying, (i) all reasonable out-of-pocket expenses incurred by theAdministrative Agent and the Purchasers and their Affiliates for the reasonablefees, charges and disbursements of Special Counsel, but not to exceed $30,000in the aggregate, in connection with the syndication of the credit facilitiesprovided for herein, the preparation of this Agreement and the other NoteDocuments, (ii) all reasonable out-of-pocket expenses incurred by theAdministrative Agent and the Purchasers and their Affiliates for the reasonablefees, charges and disbursements of Special Counsel, in connection with anyamendments, modifications or waivers of the provisions hereof or thereof(whether or not the transactions contemplated thereby shall be consummated), (iii) allout-of-pocket expenses incurred by the Administrative Agent, including thefees, charges and disbursements of any counsel for the Administrative Agent, inconnection with the enforcement or protection of its rights in connection withthis Agreement and the other Note Documents, including its rights under this Section 10.3,and (iv) all transfer, stamp, documentary or other similar taxes,assessments or charges levied by any governmental or revenue authority inrespect of this Agreement or any of the other Note Documents or any otherdocument referred to herein or therein and all costs, expenses, taxes,assessments and other charges incurred in connection with any filing,registration, recording or perfection of any security interest contemplated byany Collateral Document or any other document referred to therein.

 

(b)           The Credit Parties jointlyand severally agree to indemnify the Administrative Agent, each Purchaser andeach Related Party of any of the foregoing Persons (each such Person beingcalled an “Indemnitee”) against, and hold each Indemnitee harmless from,any and all losses, claims, damages, liabilities and related expenses,including the fees, charges and disbursements of any counsel for anyIndemnitee, incurred by or asserted against any Indemnitee arising out of, inconnection with, or as a result of (i) the execution or delivery of thisAgreement, the other Note Documents or any agreement or instrument contemplatedhereby, the performance by the parties hereto and thereto of their respectiveobligations hereunder or thereunder or the consummation of the Transactions orany other transactions contemplated hereby or thereby, (ii) any actual oralleged presence or release of Hazardous Materials on or from any propertyowned or operated by any Credit Party or any of their subsidiaries, or anyEnvironmental Liability related in any way to any Credit Party or any of theirsubsidiaries, or (iii) any actual or prospective claim, litigation,investigation or proceeding relating to any of the foregoing, whether based oncontract, tort or any other theory and regardless of whether any Indemnitee isa party thereto; *provided* that such indemnityshall not, as to any Indemnitee, be available to the extent that such losses, claims,damages, liabilities or related expenses (are determined by a court ofcompetent jurisdiction by final and nonappealable judgment to have) resultedfrom the gross negligence or willful misconduct of such Indemnitee.

 

The Credit Parties agreethat, without the prior written consent of the Administrative Agent and theRequired Purchasers, which consent shall not be unreasonably withheld, noCredit Party will settle, compromise or consent to the entry of any judgment inany pending or threatened proceeding in respect of which indemnification isreasonably likely to be sought under the indemnification provisions of this Section 10.3(whether or not any Indemnitee is an actual or potential party to suchproceeding), unless such settlement, compromise or consent includes anunconditional 

 

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written release of eachIndemnitee from all liability arising out of such proceeding and does notinclude any statement as to an admission of fault, culpability or failure toact by or on behalf of any Indemnitee and does not involve any payment of moneyor other value by any Indemnitee or performance of any obligation by anIndemnitee or any injunctive relief or factual findings or stipulations bindingon any Indemnitee.

 

(c)           To the extent that theCredit Parties fail to pay any amount required to be paid by them to theAdministrative Agent under paragraph (a) or (b) of this Section 10.3,each Purchaser severally agrees to pay to the Administrative Agent suchPurchaser’s Applicable Percentage (determined as of the time that theapplicable unreimbursed expense or indemnity payment is sought) of such unpaidamount; *provided* that the unreimbursed expenseor indemnified loss, claim, damage, liability or related expense, as the casemay be, was incurred by or asserted against the Administrative Agent in itscapacity as such.

 

(d)           To the extent permitted byapplicable law, none of the Credit Parties shall assert, and each Credit Partyhereby waives, any claim against any Indemnitee, on any theory of liability,for special, indirect, consequential or punitive damages (as opposed to director actual damages) arising out of, in connection with, or as a result of, thisAgreement, the other Note Documents or any agreement or instrument contemplatedhereby or thereby, the Transactions, any Note or the use of the proceedsthereof.

 

(e)           All amounts due under this Section 10.3shall be payable promptly after written demand therefor.

 

10.4         **Successors and Assigns**.

 

(a)           The provisions of thisAgreement shall be binding upon and inure to the benefit of the parties heretoand their respective successors and assigns permitted hereby, except that (i) noCredit Party may assign or otherwise transfer any of its rights or obligationshereunder without the prior written consent of each Purchaser (and anyattempted assignment or transfer by any Credit Party without such consent shallbe null and void) and (ii) no Purchaser may assign or otherwise transferits rights or obligations hereunder except in accordance with thisSection.  Nothing in this Agreement,expressed or implied, shall be construed to confer upon any Person (other thanthe parties hereto, their respective successors and assigns permitted hereby,Participants (to the extent provided in paragraph (c) of this Section)and, to the extent expressly contemplated hereby, the Related Parties of eachof the Administrative Agent and the Purchasers) any legal or equitable right,remedy or claim under or by reason of this Agreement.

 

(b)           The Purchasers may assigntheir interests hereunder as follows:

 

(i)            Subject to the conditionsset forth in paragraph (b)(ii) below, any Purchaser may assign to one ormore assignees all or a portion of its rights and obligations under thisAgreement (including all or a portion of the Notes at the time owing to it) withthe prior written consent (such consent not to be unreasonably withheld) of theAdministrative Agent, *provided* thatno such consent shall be required for an assignment of Notes by any Purchaserto any other Purchaser that was a Purchaser prior to the 

 

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completion of suchassignment, an Affiliate of such a Purchaser or an Approved Fund.

 

(ii)           Assignments by Purchasersshall be subject to the following additional conditions:

 

(A)  except in the case of anassignment to a Purchaser or an Affiliate (or Approved Fund) of a Purchaser oran assignment of the entire remaining amount of the assigning Purchaser’s Note,the amount of the Note of the assigning Purchaser subject to each suchassignment (determined as of the date the Assignment and Acceptance with respectto such assignment is delivered to the Administrative Agent) shall not be lessthan $1,000,000 unless the Administrative Agent otherwise consents;

 

(B)   each partial assignmentshall be made as an assignment of a proportionate part of all the assigningPurchaser’s rights and obligations under this Agreement; *provided*that this clause shall not be construed to prohibit the assignment of aproportionate part of all the assigning Purchaser’s rights and obligation inrespect of Notes;

 

(C)   the parties to eachassignment shall execute and deliver to the Administrative Agent an Assignmentand Acceptance, together with a processing and recordation fee of $3,500, and

 

(D)  the assignee, if it shallnot be a Purchaser, shall deliver to the Administrative Agent an AdministrativeQuestionnaire.

 

(iii)          Subject to acceptance andrecording pursuant to paragraph (iv) of this Section 10.4, from andafter the effective date specified in each Assignment and Acceptance, theassignee thereunder shall be a party hereto and, to the extent of the interestassigned by such Assignment and Acceptance, have the rights and obligations ofa Purchaser under this Agreement, and the assigning Purchaser thereunder shall,to the extent of the interest assigned by such Assignment and Acceptance, bereleased from its obligations under this Agreement (and, in the case of anAssignment and Acceptance covering all of the assigning Purchaser’s rights andobligations under this Agreement, such Purchaser shall cease to be a partyhereto but shall continue to be entitled to the benefits of Section 10.3).  Any assignment or transfer by a Purchaser ofrights or obligations under this Agreement that does not comply with thisparagraph (b) shall be treated for purposes of this Agreement as a sale bysuch Purchaser of a participation in such rights and obligations in accordancewith paragraph (c) of this Section.

 

(iv)          The Administrative Agent,acting for this purpose as an agent of the Borrower, shall maintain at one ofits offices in New York, New York a copy of each Assignment and Acceptancedelivered to it and a register for the recordation of the names and addressesof the Purchasers, the principal amount of the Notes owing to, each Purchaserpursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall beconclusive, absent manifest error, and the Borrower, the Administrative Agentand the Purchasers may treat each Person whose 

 

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name is recorded in theRegister pursuant to the terms hereof as a Purchaser hereunder for all purposesof this Agreement, notwithstanding notice to the contrary.  The Register shall be available forinspection by the Borrower and any Purchaser, at any reasonable time and fromtime to time upon reasonable prior notice.

 

(v)           Upon its receipt of a dulycompleted Assignment and Acceptance executed by an assigning Purchaser and anassignee, the assignee’s completed Administrative Questionnaire (unless theassignee shall already be a Purchaser hereunder), the processing andrecordation fee referred to in paragraph (b)(ii)(C) of this Section 10.4and any written consent to such assignment required by paragraph (b) ofthis Section 10.4, the Administrative Agent shall accept such Assignmentand Acceptance and record the information contained therein in theRegister.  No assignment shall beeffective for purposes of this Agreement unless it has been recorded in theRegister as provided in this paragraph.

 

(c)           The Purchasers may sellparticipations in their interests hereunder as follows:

 

(i)            Any Purchaser may, withoutthe consent of or notice to the Borrower or the Administrative Agent, sellparticipations to one or more banks or other entities (a “Participant”)in all or a portion of such Purchaser’s rights and obligations under thisAgreement (including all or a portion of the Notes owing to it); *provided* that (A) such Purchaser’s obligations underthis Agreement shall remain unchanged, (B) such Purchaser shall remainsolely responsible to the other parties hereto for the performance of suchobligations and (C) the Borrower, the Administrative Agent and the otherPurchasers shall continue to deal solely and directly with such Purchaser inconnection with such Purchaser’s rights and obligations under thisAgreement.  Any agreement or instrumentpursuant to which a Purchaser sells such a participation shall provide thatsuch Purchaser shall retain the sole right to enforce this Agreement and toapprove any amendment, modification or waiver of any provision of thisAgreement; *provided* that such agreement orinstrument may provide that such Purchaser will not, without the consent of theParticipant, agree to any amendment, modification or waiver described in thefirst proviso to Section 10.2(b), that affects such Participant.  Subject to paragraph (c)(ii) of this Section 10.4,the Borrower agrees that each Participant shall be entitled to the benefits of Section 10.3to the same extent as if it were a Purchaser and had acquired its interest byassignment pursuant to paragraph (b) of this Section 10.4.

 

(ii)           A Participant shall not beentitled to receive any greater payment under Section 2.14 or 2.16 thanthe applicable Purchaser would have been entitled to receive with respect tothe participation sold to such Participant, unless the sale of the participationto such Participant is made with the Borrower’s prior written consent.  A Participant that would be a ForeignPurchaser if it were a Purchaser shall not be entitled to the benefits of Section 2.16unless the Borrower is notified of the participation sold to such Participantand such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16(e) asthough it were a Purchaser.

 

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(d)           Any Purchaser may at anytime pledge or assign a security interest in all or any portion of its rightsunder this Agreement to secure obligations of such Purchaser, including anysuch pledge or assignment to a Federal Reserve Bank, and this Section shallnot apply to any such pledge or assignment of a security interest; *provided* that no such pledge or assignment of a securityinterest shall release a Purchaser from any of its obligations hereunder orsubstitute any such assignee for such Purchaser as a party hereto.

 

(e)           Anything in this Section 10.4to the contrary notwithstanding, no Purchaser may assign or participate anyinterest in any Note held by it hereunder to any Credit Party or any of itsAffiliates or Subsidiaries without the prior consent of each Purchaser.

 

(f)            A Purchaser may furnish anyinformation concerning any Credit Party or Subsidiary or Affiliate in thepossession of such Purchaser from time to time to assignees and participants(including prospective assignees and participants) subject, however, to and solong as the recipient agrees in writing to be bound by, the provisions of Section 10.12.  In addition, the Administrative Agent mayfurnish any information concerning any Credit Party or any of its Subsidiariesor Affiliates in the Administrative Agent’s possession to any Affiliate of theAdministrative Agent, subject, however, to the provisions of Section 10.12.  The Credit Parties shall assist any Purchaserin effectuating any assignment or participation pursuant to this Section 10.4(including during syndication) in whatever manner such Purchaser reasonablydeems necessary, including participation in meetings with prospectivetransferees.

 

10.5         **Survival**.  All covenants, agreements, representationsand warranties made by the Credit Parties herein and in the other NoteDocuments, and in the certificates or other instruments delivered in connectionwith or pursuant to this Agreement and the other Note Documents, shall beconsidered to have been relied upon by the other parties hereto and shallsurvive the execution and delivery of this Agreement and the other NoteDocuments and the making of any Notes, regardless of any investigation made byany such other party or on its behalf and notwithstanding that theAdministrative Agent or any Purchaser may have had notice or knowledge of anyDefault or incorrect representation or warranty at the time any credit isextended hereunder, and shall continue in full force and effect so long as theprincipal of or any accrued interest on any Note or any fee or any other amountpayable under this Agreement or the other Note Documents is outstanding and unpaidand so long as the Commitments have not expired or terminated.  The provisions of Section 10.3 and Article IXshall survive and remain in full force and effect regardless of theconsummation of the transactions contemplated hereby, the repayment of the Notes,the expiration or termination of the Commitments or the termination of thisAgreement or any other Note Document or any provision hereof or thereof.

 

10.6         **Counterparts; Integration;References to Agreement; Effectiveness**.  This Agreement may be executed incounterparts (and by different parties hereto on different counterparts), eachof which shall constitute an original, but all of which when taken togethershall constitute a single contract.  ThisAgreement and any separate letter agreements with respect to fees payable tothe Administrative Agent constitute the entire contract among the partiesrelating to the subject matter hereof and supersede any and all previousagreements and understandings, oral or written, relating to the subject matterhereof.  Whenever there is a reference inany Collateral Document or UCC 

 

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Financing Statement to the “CreditAgreement” to which the Administrative Agent, the Purchasers and the CreditParties are parties, such reference shall be deemed to be made to this Agreementamong the parties hereto.  Except asprovided in Section 5.1, this Agreement shall become effective when itshall have been executed by the Administrative Agent and when theAdministrative Agent shall have received counterparts hereof which, when takentogether, bear the signatures of each of the other parties hereto, andthereafter shall be binding upon and inure to the benefit of the parties heretoand their respective successors and assigns. Delivery of an executed counterpart of a signature page of thisAgreement by telecopy shall be effective as delivery of a manually executedcounterpart of this Agreement.

 

10.7         **Severability**.  Any provision of this Agreement held to beinvalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,be ineffective to the extent of such invalidity, illegality or unenforceabilitywithout affecting the validity, legality and enforceability of the remainingprovisions hereof; and the invalidity of a particular provision in a particularjurisdiction shall not invalidate such provision in any other jurisdiction.

 

10.8         **Right of Setoff**.  If an Event of Default shall have occurredand be continuing, each Purchaser is hereby authorized at any time and fromtime to time, to the fullest extent permitted by law, to set off and apply anyand all deposits (general or special, time or demand, provisional or final) atany time held and other indebtedness at any time owing by such Purchaser to orfor the credit or the account of the Borrower against any of and all theobligations of the Borrower now or hereafter existing under this Agreement heldby such Purchaser, irrespective of whether or not such Purchaser shall havemade any demand under this Agreement and although such obligations may beunmatured.  The rights of each Purchaserunder this Section 10.8 are in addition to any other rights and remedies(including other rights of setoff) which such Purchaser may have.

 

10.9         **Governing Law; Jurisdiction;Consent to Service of Process**.

 

(a)           This Agreement shall beconstrued in accordance with and governed by the law of the State of New York.

 

(b)           Each party hereto herebyirrevocably and unconditionally submits, for itself and its property, to thenonexclusive jurisdiction of the courts of the State of New York located in theCounty of New York and of the United States District Court for the SouthernDistrict of New York, and any appellate court from any thereof, in any actionor proceeding arising out of or relating to this Agreement or the other NoteDocuments, or for recognition or enforcement of any judgment, and each of theparties hereto hereby irrevocably and unconditionally agrees that all claims inrespect of any such action or proceeding may be heard and determined in suchNew York court (or, to the extent permitted by law, in such Federalcourt).  Each of the parties heretoagrees that a final judgment in any such action or proceeding shall beconclusive and may be enforced in other jurisdictions by suit on the judgmentor in any other manner provided by law. Nothing in this Agreement shall affect any right that the AdministrativeAgent or any Purchaser may otherwise have to bring any action or proceedingrelating to this Agreement against any Credit Party or its properties in thecourts of any jurisdiction.

 

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(c)           Each party hereto herebyirrevocably and unconditionally waives, to the fullest extent it may legallyand effectively do so, any objection which it may now or hereafter have to thelaying of venue of any suit, action or proceeding arising out of or relating tothis Agreement or the other Note Documents in any court referred to inparagraph (b) of this Section 10.9. Each of the parties hereto hereby irrevocably waives, to the fullestextent permitted by law, the defense of an inconvenient forum to themaintenance of such action or proceeding in any such court.

 

(d)           Each party to this Agreementirrevocably consents to service of process in the manner provided for noticesin Section 10.1.  Nothing in thisAgreement will affect the right of any party to this Agreement to serve processin any other manner permitted by law.

 

10.10       **WAIVER OF JURY TRIAL**.  EACH PARTY HERETO HEREBY WAIVES, TO THEFULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO ATRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF ORRELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHERBASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT ORATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCHOTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THEFOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETOHAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THEMUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.10.

 

10.11       **Headings**.  Article and Section headings andthe Table of Contents used herein are for convenience of reference only, arenot part of this Agreement and shall not affect the construction of, or betaken into consideration in interpreting, this Agreement.

 

10.12       **Confidentiality**.  Each Purchaser agrees to keep confidentialinformation obtained by it pursuant hereto and the other Note Documentsconfidential in accordance with such Purchaser’s customary practices and agreesthat it will only use such information in connection with the transactionscontemplated by this Agreement and not disclose any of such information otherthan (a) to such Purchaser’s employees, representatives, directors,attorneys, auditors, agents, professional advisors, trustees or affiliates whoare advised of the confidential nature of such information or to any direct orindirect contractual counterparty in swap agreements or such contractualcounterparty’s professional advisor (so long as such contractual counterpartyor professional advisor to such contractual counterparty agrees to be bound bythe provisions of this Section 10.12), (b) to the extent suchinformation presently is or hereafter becomes available to such Purchaser on anon-confidential basis from any source of such information that is in thepublic domain at the time of disclosure, (c) to the extent disclosure isrequired by law (including applicable securities law), regulation, subpoena orjudicial order or process (*provided* thatnotice of such requirement or order shall be promptly furnished to the Borrowerunless such notice is legally prohibited) or requested or required by bank,securities, insurance or investment company regulators or auditors or anyadministrative body or commission (including the Securities Valuation Office ofthe National Association of Insurance Commissioners) to whose jurisdiction such

 

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Purchaser may be subject, (d) toany rating agency to the extent required in connection with any rating to beassigned to such Purchaser, (e) to assignees or participants orprospective assignees or participants who agree to be bound by the provisionsof this Section 10.12, (f) to the extent required in connection withany litigation between any Credit Party and any Purchaser with respect to theNotes or this Agreement and the other Note Documents or (g) with theBorrower’s prior written consent.

 

IN WITNESS WHEREOF, theparties hereto have caused this Agreement to be duly executed by theirrespective authorized officers as of the day and year first above written.

 
|   | BORROWER                                          |
|--------|---------------------------------------------------|
|   |                                              |
|   | AFFINITY  GROUP, INC.                             |
|   |                                              |
|   |                                              |   |
|   | By:                                               | /s/  Thomas F. Wolfe |
|   |                                              | Name:  Thomas  F. Wolfe |
|   |                                              | Title:   Chief Financial Officer |
|   |                                              |   |
|   |                                              |   |
|   | 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.                            |
|   | CAMP  COAST TO COAST, INC.                        |
|   | CAMPING  REALTY, INC.                             |
|   | CAMPING  WORLD, INC.                              |
|   | CAMPING  WORLD INSURANCE SERVICES OF NEVADA, INC. |
|   | COAST  MARKETING GROUP, INC.                      |
|   | CWI,  INC.                                        |
|   | CW  MICHIGAN, INC.                                |
|   | EHLERT  PUBLISHING GROUP, INC.                    |
|   | GOLF  CARD HOLDING CORPORATION                    |
|   | GOLF  CARD INTERNATIONAL CORP.                    |
|   | GOLF  CARD RESORT SERVICES, INC.                  |
|   | GSS  ENTERPRISES, INC.                            |
|   | POWER  SPORTS MEDIA, INC.                         |

 

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|   | THUNDER  PRESS                    |
|--------|-----------------------------------|
|   | TL  ENTERPRISES, INC.             |
|   | VBI,  INC.                        |
|   | WOODALL  PUBLICATIONS CORPORATION |
|   |                              |   |
|   |                              |   |
|   | By:                               | /s/  Thomas F. Wolfe |
|   |                              | Name:  Thomas  F. Wolfe |
|   |                              | Title:   Chief Financial Officer |

 

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| SIGNATURE  PAGE OF ADMINISTRATIVE AGENT |                                     |
|-----------------------------------------|------------------------------------------|
|                                    |                                     |   |
|                                    |                                     |   |
|                                    | ADMINISTRATIVE  AGENT                    |
|                                    |                                     |   |
|                                    |                                     |   |
|                                    | NEW  YORK LIFE INVESTMENT MANAGEMENT LLC |
|                                    |                                     |   |
|                                    |                                     |   |
|                                    | By:                                      | /s/  Elizabeth Standbridge |
|                                    |                                     | Name:  Elizabeth Standbridge |
|                                    |                                     | Title:  Director |

 

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