EXHIBIT
10.36


 


	
   

  



 


SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


dated as of


March 1, 2010


 


among


 


AFFINITY GROUP, INC.


THE GUARANTORS PARTY HERETO


THE LENDERS PARTY HERETO


 


and


 


WILMINGTON TRUST FSB,


as Administrative Agent


 


	
   

  



 

















 


TABLE OF
CONTENTS


 


	
  ARTICLE I

  	
  DEFINITIONS

  	
  2

  
	
   

  	
   

  
	
  1.1

  	
  Defined Terms

  	
  2

  
	
   

  	
   

  	
   

  
	
  1.2

  	
  Classification of Loans
  and Borrowings

  	
  7

  
	
   

  	
   

  	
   

  
	
  1.3

  	
  Terms Generally

  	
  7

  
	
   

  	
   

  	
   

  
	
  1.4

  	
  Accounting Terms; GAAP

  	
  7

  
	
   

  	
   

  
	
  ARTICLE II

  	
  THE CREDITS

  	
  28

  
	
   

  	
   

  
	
  2.1

  	
  Commitments

  	
  28

  
	
   

  	
   

  	
   

  
	
  2.2

  	
  Loans

  	
  28

  
	
   

  	
   

  	
   

  
	
  2.3

  	
  [Reserved]

  	
  28

  
	
   

  	
   

  	
   

  
	
  2.4

  	
  [Reserved]

  	
  28

  
	
   

  	
   

  	
   

  
	
  2.5

  	
  Funding of Borrowings

  	
  28

  
	
   

  	
   

  	
   

  
	
  2.6

  	
  Interest Elections

  	
  29

  
	
   

  	
   

  	
   

  
	
  2.7

  	
  Termination of
  Commitments

  	
  29

  
	
   

  	
   

  	
   

  
	
  2.8

  	
  [Reserved]

  	
  30

  
	
   

  	
   

  	
   

  
	
  2.9

  	
  Repayment of Loans;
  Evidence of Debt

  	
  30

  
	
   

  	
   

  	
   

  
	
  2.10

  	
  Prepayment of Loans

  	
  31

  
	
   

  	
   

  	
   

  
	
  2.11

  	
  Fees

  	
  34

  
	
   

  	
   

  	
   

  
	
  2.12

  	
  Interest

  	
  34

  
	
   

  	
   

  	
   

  
	
  2.13

  	
  Alternate Rate of
  Interest

  	
  35

  
	
   

  	
   

  	
   

  
	
  2.14

  	
  Increased Costs

  	
  36

  
	
   

  	
   

  	
   

  
	
  2.15

  	
  Break Funding Payments

  	
  36

  
	
   

  	
   

  	
   

  
	
  2.16

  	
  Taxes

  	
  37

  
	
   

  	
   

  	
   

  
	
  2.17

  	
  Payments Generally: Pro
  Rata Treatment; Sharing of Set-Offs

  	
  38

  
	
   

  	
   

  	
   

  
	
  2.18

  	
  Mitigation Obligations;
  Replacement of Lenders

  	
  40

  
	
   

  	
   

  
	
  ARTICLE III

  	
  GUARANTEE BY GUARANTORS

  	
  40

  
	
   

  	
   

  
	
  3.1

  	
  The Guarantee

  	
  40

  
	
   

  	
   

  	
   

  
	
  3.2

  	
  Obligations
  Unconditional

  	
  41

  
	
   

  	
   

  	
   

  
	
  3.3

  	
  Reinstatement

  	
  41

  
	
   

  	
   

  	
   

  
	
  3.4

  	
  Subrogation

  	
  42

  
	
   

  	
   

  	
   

  
	
  3.5

  	
  Remedies

  	
  42

  
				



 


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  3.6

  	
  Instrument for the
  Payment of Money

  	
  42

  
	
   

  	
   

  	
   

  
	
  3.7

  	
  Continuing Guarantee

  	
  42

  
	
   

  	
   

  	
   

  
	
  3.8

  	
  Rights of Contribution

  	
  42

  
	
   

  	
   

  	
   

  
	
  3.9

  	
  General Limitation on
  Guarantee Obligations

  	
  43

  
	
   

  	
   

  
	
  ARTICLE IV

  	
  REPRESENTATIONS AND
  WARRANTIES

  	
  43

  
	
   

  	
   

  
	
  4.1

  	
  Organization; Powers

  	
  43

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Authorization; Enforceability

  	
  43

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Governmental Approvals;
  No Conflicts

  	
  44

  
	
   

  	
   

  	
   

  
	
  4.4

  	
  Financial Condition; No
  Material Adverse Change

  	
  44

  
	
   

  	
   

  	
   

  
	
  4.5

  	
  Properties

  	
  45

  
	
   

  	
   

  	
   

  
	
  4.6

  	
  Litigation and
  Environmental Matters

  	
  46

  
	
   

  	
   

  	
   

  
	
  4.7

  	
  Compliance with Laws
  and Agreements

  	
  46

  
	
   

  	
   

  	
   

  
	
  4.8

  	
  Investment and Holding
  Company Status

  	
  46

  
	
   

  	
   

  	
   

  
	
  4.9

  	
  Taxes

  	
  46

  
	
   

  	
   

  	
   

  
	
  4.10

  	
  ERISA

  	
  47

  
	
   

  	
   

  	
   

  
	
  4.11

  	
  Disclosure

  	
  47

  
	
   

  	
   

  	
   

  
	
  4.12

  	
  Capitalization

  	
  47

  
	
   

  	
   

  	
   

  
	
  4.13

  	
  Subsidiaries

  	
  48

  
	
   

  	
   

  	
   

  
	
  4.14

  	
  Material Indebtedness,
  Liens and Agreements

  	
  48

  
	
   

  	
   

  	
   

  
	
  4.15

  	
  Holding Company Notes
  Indenture

  	
  49

  
	
   

  	
   

  	
   

  
	
  4.16

  	
  Compliance with
  Regulations T, U and X

  	
  49

  
	
   

  	
   

  	
   

  
	
  4.17

  	
  Burdensome Restrictions

  	
  49

  
	
   

  	
   

  	
   

  
	
  4.18

  	
  Force Majeure

  	
  49

  
	
   

  	
   

  	
   

  
	
  4.19

  	
  Labor and Employment
  Matters

  	
  50

  
	
   

  	
   

  	
   

  
	
  4.20

  	
  Senior Indebtedness

  	
  50

  
	
   

  	
   

  	
   

  
	
  4.21

  	
  Collateral Documents

  	
  50

  
	
   

  	
   

  	
   

  
	
  4.22

  	
  Insurance Policies

  	
  51

  
	
   

  	
   

  	
   

  
	
  4.23

  	
  Solvency

  	
  51

  
	
   

  	
   

  	
   

  
	
  4.24

  	
  Broker’s or Finder’s
  Commissions 

  	
  51

  
	
   

  	
   

  	
   

  
	
  4.25

  	
  OSHA

  	
  51

  
	
   

  	
   

  	
   

  
	
  4.26

  	
  Anti-Terrorism Laws

  	
  52

  
				



 


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  ARTICLE V

  	
  CONDITIONS

  	
  53

  
	
   

  	
   

  
	
  5.1

  	
  Effective Date

  	
  53

  
	
   

  	
   

  	
   

  
	
  5.2

  	
  [Reserved]

  	
  61

  
	
   

  	
   

  	
   

  
	
  5.3

  	
  Extension of Credit

  	
  61

  
	
   

  	
   

  
	
  ARTICLE VI

  	
  AFFIRMATIVE COVENANTS

  	
  61

  
	
   

  	
   

  
	
  6.1

  	
  Financial Statements
  and Other Information

  	
  61

  
	
   

  	
   

  	
   

  
	
  6.2

  	
  Notices of Material
  Events

  	
  64

  
	
   

  	
   

  	
   

  
	
  6.3

  	
  Existence; Conduct of
  Business

  	
  65

  
	
   

  	
   

  	
   

  
	
  6.4

  	
  Payment of Obligations

  	
  65

  
	
   

  	
   

  	
   

  
	
  6.5

  	
  Maintenance of
  Properties; Insurance

  	
  65

  
	
   

  	
   

  	
   

  
	
  6.6

  	
  Books and Records;
  Inspection Rights

  	
  66

  
	
   

  	
   

  	
   

  
	
  6.7

  	
  Fiscal Year

  	
  66

  
	
   

  	
   

  	
   

  
	
  6.8

  	
  Compliance with Laws

  	
  66

  
	
   

  	
   

  	
   

  
	
  6.9

  	
  Use of Proceeds

  	
  66

  
	
   

  	
   

  	
   

  
	
  6.10

  	
  Certain Obligations
  Respecting Subsidiaries and Collateral Security

  	
  67

  
	
   

  	
   

  	
   

  
	
  6.11

  	
  ERISA

  	
  68

  
	
   

  	
   

  	
   

  
	
  6.12

  	
  Environmental Matters;
  Reporting

  	
  68

  
	
   

  	
   

  	
   

  
	
  6.13

  	
  Conforming Leasehold
  Interests; Matters Relating to Additional Real Property Collateral

  	
  68

  
	
   

  	
   

  	
   

  
	
  6.14

  	
  Board Observation
  Rights

  	
  70

  
	
   

  	
   

  	
   

  
	
  6.15

  	
  Chief Restructuring
  Officer

  	
  71

  
	
   

  	
   

  	
   

  
	
  6.16

  	
  Post-Closing Deliverables

  	
  71

  
	
   

  	
   

  	
   

  
	
  6.17

  	
  Subordination by Credit
  Parties

  	
  72

  
	
   

  	
   

  	
   

  
	
  6.18

  	
  Camping World Facility
  Documents

  	
  72

  
	
   

  	
   

  
	
  ARTICLE VII

  	
  NEGATIVE COVENANTS

  	
  72

  
	
   

  	
   

  
	
  7.1

  	
  Indebtedness

  	
  72

  
	
   

  	
   

  	
   

  
	
  7.2

  	
  Liens

  	
  73

  
	
   

  	
   

  	
   

  
	
  7.3

  	
  Contingent Liabilities

  	
  74

  
	
   

  	
   

  	
   

  
	
  7.4

  	
  Fundamental Changes

  	
  75

  
	
   

  	
   

  	
   

  
	
  7.5

  	
  Investments; Hedging
  Agreements

  	
  75

  
	
   

  	
   

  	
   

  
	
  7.6

  	
  Restricted Junior
  Payments and Cash Flow Distributions

  	
  77

  
	
   

  	
   

  	
   

  
	
  7.7

  	
  Transactions with
  Affiliates

  	
  77

  
				



 


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  7.8

  	
  Restrictive Agreements

  	
  78

  
	
   

  	
   

  	
   

  
	
  7.9

  	
  Certain Financial
  Covenants

  	
  78

  
	
   

  	
   

  	
   

  
	
  7.10

  	
  Lines of Business

  	
  83

  
	
   

  	
   

  	
   

  
	
  7.11

  	
  Management Compensation

  	
  83

  
	
   

  	
   

  	
   

  
	
  7.12

  	
  Subordinated
  Indebtedness

  	
  83

  
	
   

  	
   

  	
   

  
	
  7.13

  	
  Modifications of
  Certain Documents

  	
  84

  
	
   

  	
   

  	
   

  
	
  7.14

  	
  Sale-Leaseback
  Transactions

  	
  84

  
	
   

  	
   

  	
   

  
	
  7.15

  	
  Real Property Leases

  	
  84

  
	
   

  	
   

  	
   

  
	
  7.16

  	
  Compensation Payments
  to Stephen Adams

  	
  84

  
	
   

  	
   

  	
   

  
	
  7.17

  	
  Restrictions on the
  Holding Company

  	
  85

  
	
   

  	
   

  	
   

  
	
  7.18

  	
  Restrictions on CWFR

  	
  85

  
	
   

  	
   

  
	
  ARTICLE VIII

  	
  EVENTS OF DEFAULT

  	
  85

  
	
   

  	
   

  
	
  8.1

  	
  Events of Default

  	
  85

  
	
   

  	
   

  	
   

  
	
  8.2

  	
  Receivership

  	
  89

  
	
   

  	
   

  
	
  ARTICLE IX

  	
  THE ADMINISTRATIVE
  AGENT

  	
  90

  
	
   

  	
   

  
	
  9.1

  	
  Appointment and
  Authorization

  	
  90

  
	
   

  	
   

  	
   

  
	
  9.2

  	
  Administrative Agent’s
  Rights as Lenders

  	
  90

  
	
   

  	
   

  	
   

  
	
  9.3

  	
  Duties As Expressly
  Stated

  	
  90

  
	
   

  	
   

  	
   

  
	
  9.4

  	
  Reliance By
  Administrative Agent

  	
  91

  
	
   

  	
   

  	
   

  
	
  9.5

  	
  Action Through
  Sub-Administrative Agents

  	
  91

  
	
   

  	
   

  	
   

  
	
  9.6

  	
  Resignation of
  Administrative Agent and Appointment of Successor Administrative Agent

  	
  91

  
	
   

  	
   

  	
   

  
	
  9.7

  	
  Lenders’ Independent
  Decisions

  	
  92

  
	
   

  	
   

  	
   

  
	
  9.8

  	
  [Reserved]

  	
  92

  
	
   

  	
   

  	
   

  
	
  9.9

  	
  Indemnification

  	
  92

  
	
   

  	
   

  	
   

  
	
  9.10

  	
  Consents Under Other
  Loan Documents

  	
  93

  
	
   

  	
   

  
	
  ARTICLE X

  	
  MISCELLANEOUS

  	
  93

  
	
   

  	
   

  
	
  10.1

  	
  Notices

  	
  93

  
	
   

  	
   

  	
   

  
	
  10.2

  	
  Waivers; Amendments

  	
  93

  
	
   

  	
   

  	
   

  
	
  10.3

  	
  Expenses; Indemnity:
  Damage Waiver

  	
  95

  
	
   

  	
   

  	
   

  
	
  10.4

  	
  Successors and Assigns

  	
  97

  
	
   

  	
   

  	
   

  
	
  10.5

  	
  Survival

  	
  99

  
	
   

  	
   

  	
   

  
	
  10.6

  	
  Counterparts;
  Integration; References to Agreement; Effectiveness

  	
  100

  
				



 


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  10.7

  	
  Severability

  	
  100

  
	
   

  	
   

  	
   

  
	
  10.8

  	
  Right of Setoff

  	
  100

  
	
   

  	
   

  	
   

  
	
  10.9

  	
  Governing Law;
  Jurisdiction; Consent to Service of Process

  	
  100

  
	
   

  	
   

  	
   

  
	
  10.10

  	
  WAIVER OF JURY TRIAL

  	
  101

  
	
   

  	
   

  	
   

  
	
  10.11

  	
  Headings

  	
  101

  
	
   

  	
   

  	
   

  
	
  10.12

  	
  Successor Facility

  	
  101

  
	
   

  	
   

  	
   

  
	
  10.13

  	
  Confidentiality

  	
  102

  
	
   

  	
   

  	
   

  
	
  10.14

  	
  Continued
  Effectiveness; No Novation

  	
  102

  
	
   

  	
   

  	
   

  
	
  10.15

  	
  Revival and
  Reinstatement of Obligations 

  	
  103

  



 


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SCHEDULES &
EXHIBITS


 


	
  Schedule 2.1

  	
  List of Lenders, Term
  Loan Commitments and Issue Discount

  
	
   

  	
   

  
	
  Schedule 4.5

  	
  Real Property Assets

  
	
   

  	
   

  
	
  Schedule 4.6

  	
  Disclosed Matters

  
	
   

  	
   

  
	
  Schedule 4.11

  	
  Management Structure

  
	
   

  	
   

  
	
  Schedule 4.12

  	
  Capitalization

  
	
   

  	
   

  
	
  Schedule 4.13

  	
  Subsidiaries

  
	
   

  	
   

  
	
  Schedule 4.14

  	
  Material Indebtedness,
  Liens and Agreements

  
	
   

  	
   

  
	
  Schedule 4.19

  	
  Labor and Employment
  Matters

  
	
   

  	
   

  
	
  Schedule 4.22

  	
  Insurance Policies

  
	
   

  	
   

  
	
  Schedule 6.1

  	
  Financial Statements

  
	
   

  	
   

  
	
  Schedule 7.7

  	
  Transactions with
  Affiliates

  
	
   

  	
   

  
	
  Schedule 7.8

  	
  Restrictive Agreements

  
	
   

  	
   

  
	
  Exhibit A

  	
  Form of
  Nonrecourse Guaranty and Pledge Agreement

  
	
   

  	
   

  
	
  Exhibit B

  	
  Form of Pledge
  Agreement

  
	
   

  	
   

  
	
  Exhibit C

  	
  Form of Security
  Agreement, including Perfection Certificate as Schedule I

  
	
   

  	
   

  
	
  Exhibit D

  	
  Form of Trademark
  Security Agreement

  
	
   

  	
   

  
	
  Exhibit E

  	
  Form of Hazardous
  Materials Indemnity Agreement

  
	
   

  	
   

  
	
  Exhibit F

  	
  Form of Affiliate
  Subordination Agreement

  
	
   

  	
   

  
	
  Exhibit G-1

  	
  Form of Compliance
  Certificate

  
	
   

  	
   

  
	
  Exhibit H

  	
  Form of Opinion of
  Counsel to Credit Parties

  
	
   

  	
   

  
	
  Exhibit I

  	
  Form of Assignment
  and Acceptance

  
	
   

  	
   

  
	
  Exhibit J

  	
  Form of Copyright
  Security Agreement

  



 


vi

















 


SECOND
AMENDED AND RESTATED CREDIT AGREEMENT


 


SECOND AMENDED AND
RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of March 1,
2010 among AFFINITY GROUP, INC., THE GUARANTORS PARTY HERETO, THE LENDERS PARTY
HERETO, WILMINGTON TRUST FSB, as Administrative Agent.  This
Agreement amends and restates in its entirety the Amended and Restated Credit
Agreement dated as of June 24, 2003 among Affinity Group, Inc., the
Guarantors party thereto, the Lenders party thereto, Canadian Imperial Bank of
Commerce, as Syndication Agent, General Electric Capital Corporation, as
Documentation Agent, and Canadian Imperial Bank of Commerce, as Administrative
Agent, as heretofore amended, supplemented or otherwise modified and in effect
on the date hereof immediately before giving effect to the amendment and
restatement contemplated hereby (the “Existing Credit Agreement”).  Obligations of the Credit Parties with
respect to the Loans (as such term is hereinafter defined) constitute “Permitted
Indebtedness” under the Holding Company Notes Indenture (as hereinafter
defined).


 


WHEREAS the parties to
the Existing Credit Agreement desire to amend and restate the Existing Credit
Agreement in its entirety in order to make certain modifications to the
Existing Credit Agreement, in each case on and subject to the terms and
conditions set forth herein to read as set forth in this Agreement, and it has
been agreed by them that the Loans and any other obligations outstanding as of
the Effective Date and other “Secured Obligations” under the Existing Credit
Agreement (including indemnities) shall be governed by and deemed to be
outstanding under this Agreement with the intent that the terms of this
Agreement shall supersede the terms of the Existing Credit Agreement (which
shall hereafter have no further effect upon the parties thereto other than with
respect to any action, event, representation, warranty or covenant occurring,
made or applying prior to the Effective Date), and all references to the
Existing Credit Agreement in any Loan Document or other document or instrument
delivered in connection herewith or therewith shall be deemed to refer to this
Agreement and the provisions hereof; provided that (i) the grants of
security interests, Mortgages and Liens under and pursuant to the Loan
Documents shall continue unaltered to secure, guarantee, support and otherwise
benefit the Obligations of the Borrower and the other Credit Parties under this
Agreement and each other Loan Document shall continue in full force and effect
in accordance with its terms except as expressly amended thereby or hereby, and
the parties hereto hereby ratify and confirm the terms thereof as being in full
force and effect and unaltered by this Agreement except as expressly amended
thereby or hereby, and (ii) it is agreed and understood that this
Agreement does not constitute a novation, satisfaction, payment or reborrowing
of any Secured Obligation under the Existing Credit Agreement or any other Loan
Document except as expressly modified by this Agreement, nor does it operate as
a waiver of any right, power or remedy of any Lender or Agent under any Loan
Document.


 


The parties hereto agree
that the Existing Credit Agreement shall be amended and restated as of the date
hereof (but subject to Section 5.1) in its entirety as follows:


 

















 


ARTICLE I


 


Definitions


 


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


 


“ACH Transactions” shall mean any cash management or related
services including the automated clearinghouse transfer of funds by the
Administrative Agent (or any Affiliate of the Administrative Agent) for the
account of the Credit Parties pursuant to agreement or overdrafts.


 


“Acquisition”
means any transaction, or any series of related transactions, consummated after
the 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 is
not a Credit Party, or any division of such firm or corporation, located in a
specific geographic area or areas, whether through purchase of assets, purchase
of stock, merger or otherwise or (ii) any Person that was not theretofore
a Subsidiary of a Credit Party becomes a Subsidiary of a Credit Party.


 


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


 


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


 


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


 


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


 


“Adjusted Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the
Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1% and (c) 5.25% per annum.  Any
change in the Adjusted Base Rate due to a change in the Prime Rate or the
Federal Funds Effective Rate shall be effective from and including the
effective date of such change in the Prime Rate or the Federal Funds Effective
Rate, respectively.


 


“Administrative Agent”
means Wilmington Trust FSB in its capacity as Administrative Agent for the
Lenders hereunder, and shall include any successor to the Administrative Agent
appointed pursuant to Section 9.6.


 


“Administrative Agent
Fee Letter” means that certain Fee Letter dated March 1, 2010, by and
between the Borrower and the Administrative Agent, as the same may be amended,
restated, modified, supplemented, extended, renewed or replaced.


 


“Administrative Agent Hedge Agreement” shall mean any and all
Hedge Agreements now existing or hereafter entered into between or among any
Credit Party, on the one hand, and the Administrative Agent (or an Affiliate of
the Administrative Agent), on the other hand.


 


2

















 


“Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by
the Administrative Agent.


 


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


 


“Affiliate
Subordination Agreement” means the Second Amended and Restated Affiliate
Subordination Agreement dated as of the Effective Date, among the Holding
Company, the Borrower, the Parent, Stephen Adams and the Administrative Agent
substantially in the form of Exhibit F annexed hereto, as such
agreement may thereafter be amended, supplemented or otherwise modified from
time to time.


 


“Affinity Entities”
means each Subsidiary of the Borrower that is not a Camping World Entity.


 


“Agent Appointment
Agreement” means the Resignation and Succession Agreement dated March 1,
2010 by and among Canadian Imperial Bank of Commerce, Administrative Agent and
the Borrower.


 


“Agreement” means
this Credit Agreement, as amended, supplemented or otherwise modified from time
to time.


 


“Anti-Terrorism Laws”
shall mean any laws relating to terrorism or money laundering, including
Executive Order No. 13224 and the USA Patriot Act.


 


“Applicable Percentage”
means with respect to any Lender in respect of any indemnity claim under Section 10.3(c) arising
out of an action or omission of the Administrative Agent under this Agreement
or otherwise, the percentage of the total Term Loan Commitments hereunder
represented by the aggregate amount of such Lender’s Term Loan Commitments
hereunder.


 


“Applicable Margin”
means for (i) for Base Rate Loans, 8.75% per annum and (ii) for
Eurodollar Loans, 10.0% per annum.


 


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


 


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


 


“Assignment and
Acceptance” means an assignment and acceptance entered into by a Lender and
an assignee (with the consent of any party whose consent is required by Section 10.4),
and accepted by the Administrative Agent, in the form of Exhibit I
annexed hereto or any other form approved by the Administrative Agent.


 


3






 












 


“Bank Products”
shall mean any one or more of the following types of services or facilities
extended to the Credit Parties by the Administrative Agent (or any Affiliate of
the Administrative Agent):  (a) credit
cards; (b) ACH Transactions; (c) cash management, including
controlled disbursement services; and (d) Administrative Agent Hedge
Agreements.


 


“Base Rate” when
used in reference to the Loans, refers to whether the Loans are bearing
interest at a rate determined by reference to the Adjusted Base Rate.


 


“Basic Documents”
means the Loan Documents, the Senior Subordinated Note Indenture, the Senior
Subordinated Notes, and any related agreement.


 


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


 


“Board of Directors”
means the board of directors or other governing body of a Person.


 


“Borrower” means
Affinity Group, Inc., a Delaware corporation.


 


“Borrower Debt”
means the Indebtedness of Borrower as described in clauses (a), (b), and (c) of
the definition of “Indebtedness” (determined on a consolidated basis without
duplication in accordance with GAAP), excluding any Subordinated Indebtedness.


 


“Borrowing” means
Loans made, converted or continued on the same date.


 


“Business Day”
means any day that is not a Saturday, Sunday or other day on which commercial
banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar
Loan, the term “Business Day” shall also exclude any day on which banks
are not open for dealings in U.S. dollar deposits in the London interbank
market.


 


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


 


“Camping World Credit
Agreement” means a credit agreement among the Camping World Entities and
the Camping World Lenders, with such terms and conditions as shall be
satisfactory in form and substance to the Administrative Agent.


 


“Camping World Credit
Facility” means the credit facility established pursuant to the Camping
World Credit Agreement providing aggregate revolving credit commitments not in
excess of $12,000,000 and a facility to support letters of credit not in excess
of $10,000,000.


 


“Camping World
Entities” means CWI, Inc., Camping World, Inc.,  and their respective Subsidiaries other than
CWFR.


 


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


 


4

















 


“Camping World
Intercreditor Agreement” means the Intercreditor Agreement, dated as of
even date herewith, between the Administrative Agent, on behalf of the Term
Lenders, and the Camping World Lenders, in form and substance satisfactory to
the Term Lenders, as such agreement may be amended, supplemented or otherwise
modified from time to time.


 


“Capital Expenditures”
means, for any period, the sum for the Credit Parties (determined on a consolidated
basis without duplication in accordance with GAAP) of the aggregate amount of
expenditures (including the aggregate amount of Capital Lease Obligations
incurred during such period) made to acquire or construct fixed assets, 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 such
expenditures in connection with any replacement or repair of Property affected
by a Casualty Event.  Notwithstanding the
foregoing, the purchase price of any Acquisition shall 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 amounts under any lease of (or other arrangement conveying the right
to use) real or personal property, or a combination thereof, which obligations
are required to be classified and accounted for as capital leases on a balance
sheet of such Person under GAAP, and the amount of such obligations shall be
the capitalized amount thereof determined in accordance with GAAP.


 


“Cash Equivalents”
means, as at any date of determination, (i) marketable securities (a) issued
or directly and unconditionally guaranteed as to interest and principal by the
United States Government, (b) issued by any agency of the United States
the obligations of which are backed by the full faith and credit of the United
States, in each case maturing within one year after such date; (ii) marketable
direct obligations issued by any state of the United States of America or any
political subdivision of any such state or any public instrumentality thereof,
in each case maturing within one year after such date and having, at the time
of 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 of
creation thereof and having, at the time of the acquisition thereof, a rating
of at least A-1 from S&P or at least P-1 from Moody’s; (iv) certificates
of deposit or bankers’ acceptances maturing within one year after such date and
issued or accepted by any Lender or by any commercial bank organized under the
laws of the United States of America or any state thereof or the District of
Columbia that (1) is at least “adequately capitalized” (as defined in the
regulations of its primary Federal banking regulator) and (2) has Tier 1
capital (as defined in such regulations) of not less than $100,000,000; and (v) shares
of any money market mutual fund that (1) has at least 95% of its assets
invested 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) has
the highest rating obtainable from either S&P or Moody’s, or (c) other
cash equivalent investments agreed to from time to time between the Borrower
and the Required Lenders.


 


“Cash Interest”
means interest on the Term Loans that is payable in cash on every Interest
Payment Date and subject to any other terms and conditions specified in this
Agreement.


 


5

















 


“Cash Interest Expense”
means, for any period, the sum, for the Credit Parties (determined on a
consolidated basis without duplication in accordance with GAAP) of the
following:  (a) all interest in
respect of Indebtedness actually paid in cash during such period plus (b) the
amount of Restricted Junior Payments made to the Holding Company pursuant to Section 7.6
(i) during such period unless such Restricted Junior Payment is made with
the proceeds of distributions or other payments made by FRH to CWFR in respect
of the FRH Preferred Equity Interest and is subsequently distributed by CWFR to
the Borrower plus (c) the net amounts paid in cash under Hedging
Agreements during such period including, fees, but excluding legal fees and
other similar transaction costs and payments made in cash by reason of the
early termination of Hedging Agreements in effect on the Effective Date plus (d) all
fees, including letter of credit fees and expenses, paid hereunder after the
Effective Date but excluding all fees, commissions and expenses (including
reimbursement of legal fees and similar transaction costs) paid on the
Effective Date in respect of this Agreement. 
Notwithstanding anything contained in the foregoing which may be to the
contrary, consent fees, waiver fees, deferred financing costs or intangible
assets which are paid or are written off as a consequence of the waiver,
amendment, repayment or discharge of Indebtedness shall not be included in Cash
Interest Expense.


 


Notwithstanding the
foregoing, if during any period for which Cash Interest Expense is being
determined, any Credit Party shall have consummated any Acquisition, then, for
all purposes of this Agreement with the exception of the calculation of Excess
Cash Flow, any Indebtedness incurred in connection with such Acquisition shall
be deemed to have been incurred on a pro forma basis, as if such Acquisition
had been consummated on the first day of such period and under the assumption
that interest for such period had been equal to the actual weighted average
interest rate in effect for the Loans hereunder on the date of such Acquisition.


 


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


 


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


 


“Change
of Control” means the occurrence of any of the following events:


 


(i)            the
capital stock of the Parent owned directly or indirectly by Stephen Adams and
other Adams Parties shall (on a fully diluted basis after giving effect to the
exercise of any outstanding rights or options to acquire capital stock of the
Borrower) cease to constitute either (x) at least 51% of the aggregate
equity capital of the Parent or (y) at least such percentage of the
aggregate voting stock of 


 


6

















 


the Parent as is
sufficient at all times to elect a majority of the Board of Directors of the
Parent;


 


(ii)           the
Parent shall cease to own directly or indirectly all of the outstanding capital
stock of the Holding Company;


 


(iii)          any
Person or group (within the meaning of the Securities Exchange Act of 1934 and
the rules of the Securities and Exchange Commission thereunder as in effect on
the date hereof) other than Stephen Adams or other Adams Parties shall (x) acquire
or own, directly or indirectly, beneficially or of record, shares representing
more than 20% of the aggregate equity capital of the Parent or (y) acquire
direct or indirect Control of the Parent;


 


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


 


(v)           the
Holding Company shall cease to own, directly or indirectly, at least 90% of the
outstanding capital stock of the Borrower; or


 


(vi)          a “Change
of Control” (as defined therein) will be deemed to have occurred under the
Senior Subordinated Notes Indenture or the Holding Company Notes Indenture;


 


“Chief Restructuring
Officer” has the meaning set forth in Section 6.15.


 


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


 


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


 


“Collateral Documents”
means the Holding Company Collateral Documents, the Pledge Agreement, the
Security Agreement, the Trademark Security Agreement, the Copyright Security
Agreement, the Mortgages, and all other agreements, instruments or documents
delivered by any Credit Party or Affiliate thereof pursuant to this Agreement
or any of the other Loan Documents in order to grant to the Administrative
Agent a Lien on any real, personal or mixed property of that Credit Party as
security for any of its obligations hereunder.


 


“Commitments”
means (a) for all Lenders, the aggregate Term Loan Commitments of all
Lenders, and (b) for each Lender, such Lender’s Term Loan Commitment.


 


“Compliance
Certificate” means a certificate signed by a Financial Officer of the Borrower,
in substantially the form of Exhibit G-1 annexed hereto, (i) certifying
as to whether a Default has occurred and, if a Default has occurred, specifying
the details thereof and any action taken or proposed to be taken with respect
thereto, (ii) setting forth reasonably detailed calculations demonstrating
compliance with Section 7.9 (including a statement of the 


 


7

















 


Consolidated Total
Leverage Ratio for purposes of the definition of Applicable Margin), and, if
such certificate is accompanying the annual financial statements required to be
delivered pursuant to Section 6.1(a), setting forth a reasonably detailed
calculation of the amount of Excess Cash Flow for the Borrower’s most recently
completed fiscal year for the purpose of Section 2.10(b)(iv), and (iii) stating
whether any change in GAAP or in the application thereof has occurred since the
date 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 the
financial statements accompanying such certificate.


 


“Conforming Leasehold
Interest” means any Recorded Leasehold Interest as to which the lessor has
agreed in writing for the benefit of the Administrative Agent (which writing
has been delivered to the Administrative Agent), whether under terms of the
applicable lease, under the terms of a Landlord Consent and Estoppel, or
otherwise, to the matters described in the form of Landlord Consent and
Estoppel approved by the Administrative Agent in its reasonable discretion,
which interest, if a subleasehold interest or sub-subleasehold interest, is not
subject to any contrary restrictions contained in a superior lease or sublease.


 


“Consolidated Fixed
Charges Ratio” means, as at any date, commencing with the fiscal quarter
ending June 30, 2010, the ratio of (a) the total of (i) EBITDA
for the period of four consecutive fiscal quarters ending on or most recently
ended prior to such date minus (ii) the aggregate amount of all Capital
Expenditures made during such period to (b)  the sum for the Credit
Parties (determined on a consolidated basis without duplication in accordance
with GAAP) of the following:  (i) Cash
Interest Expense for such period, plus (ii) all regularly scheduled
payments of principal on any Indebtedness (including the Term Loans and the
principal component of any payments in respect of Capital Lease Obligations for
such period, plus (iii) the aggregate amount paid, or required to be paid
(without duplication as between fiscal periods), in cash in respect of income,
franchise and other like taxes (excluding real estate taxes) for such period
(to the extent not deducted in determining EBITDA for such period) (but
excluding any accrued tax liability not paid in cash resulting from the
election by the Borrower to be treated as an “S Corporation” under the Code or
from the election by the Borrower to treat any of the Guarantors as “Qualified
Subchapter S Subsidiaries” under the Code) plus (iv) Permitted Tax
Distributions to the extent paid in cash during such period plus (v) any
payments in respect of deferred compensation to the extent paid in cash during
such period plus (vi) any payments in respect of Phantom Stock Agreements
to the extent paid in cash during such period; provided, however, that the
Consolidated Fixed Charges Ratio for any period prior to the Effective Date
shall be determined on a pro forma basis.


 


“Consolidated Interest
Coverage Ratio” means, as at any date, commencing with the fiscal quarter
ending June 30, 2010, the ratio of (a) EBITDA for the period of four
consecutive fiscal quarters ending on or most recently ended prior to such
date, to (b) Cash Interest Expense for such period; provided, however,
that EBITDA and Cash Interest Expense for any period prior to the Effective
Date shall be determined on a pro forma basis.


 


“Consolidated
Operating Company Leverage Ratio” means, as at any date, commencing with
the fiscal quarter ending June 30, 2010, the ratio of (a) Borrower Debt
minus cash and Cash Equivalents held by the Borrower on such date to the extent
such cash and Cash Equivalents are unrestricted and available for the payment
of the debts of the Borrower in an aggregate amount 


 


8

















 


not in excess of the sum
of $10,000,000 to (b) EBITDA for the period of four consecutive
fiscal quarters ending on or most recently ended prior to such date; provided,
however, that the Consolidated Operating Company Leverage Ratio for any period
prior to the Effective Date shall be determined on a pro forma basis.


 


“Consolidated Senior
Leverage Ratio” means, as at any date, commencing with the fiscal quarter
ending June 30, 2010, the ratio of (a) Senior Debt minus cash and
Cash Equivalents held by the Credit Parties on such date to the extent such
cash and Cash Equivalents are unrestricted and available for the payment of the
debts of the Credit Parties in an aggregate amount not in excess of the sum of (i) $10,000,000,
to (b) EBITDA for the period of four consecutive fiscal quarters ending on
or most recently ended prior to such date; provided, however, that the
Consolidated Senior Leverage Ratio for any period prior to the Effective Date
shall be determined on a pro forma basis.


 


“Consolidated Total
Leverage Ratio” means, as at any date, commencing with the fiscal quarter
ending June 30, 2010, the ratio of (a) the Indebtedness of the Credit
Parties and the Holding Company excluding amounts described in clauses (d) and
(g) of the definition of “Indebtedness” (determined on a consolidated
basis without duplication in accordance with GAAP), including Subordinated
Indebtedness, minus  cash and Cash
Equivalents held by such Credit Parties on such date to the extent to such cash
and Cash Equivalents are unrestricted and available for the payment of the
debts of the Credit Parties in an aggregate amount not in excess of the sum of
$10,000,000 to (b) EBITDA for the period of four consecutive fiscal
quarters ending on or most recently ended prior to such date; provided,
however, that the Consolidated Total Leverage Ratio for any period prior to the
Effective Date shall be determined on a pro forma basis.


 


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


 


“Copyright Security
Agreement” means the Copyright Security Agreement dated as of the Effective
Date, among the Grantors, the Administrative Agent and the Lenders
substantially in the form of Exhibit J annexed hereto, as such
agreement may thereafter be amended, supplemented or otherwise modified from
time to time.


 


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


 


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


 


“Default” means
any event or condition which constitutes an Event of Default or which upon
notice, lapse of time or both would, unless cured or waived, become an Event of
Default.


 


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


 


9

















 


“Disclosed Matters”
means the actions, suits and proceedings and the environmental matters
disclosed in Schedule 4.6.


 


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


 


“Disposition
Investment” means, with respect to any Disposition, any promissory notes or
other evidences of indebtedness or Investments received by any Credit Party in
connection with such Disposition.


 


“EBITDA” means,
for any period, operating income for the Credit Parties (determined on a
consolidated basis without duplication in accordance with GAAP) for such period
plus (to the extent deducted in computing operating income) (a) income,
franchise and other like taxes (excluding real estate taxes) expensed during
such period, interest, depreciation, amortization and other write-offs of
intangible assets such as goodwill and any other non-cash income or charges
expensed for such period (including such charges in respect of Phantom Stock
Accruals) and (except to the extent received or paid in cash by the Credit
Parties) income or loss attributable to equity in Affiliates for such period),
excluding from the calculation of such operating income (determined on a
consolidated basis without duplication in accordance with GAAP) any
extraordinary and unusual gains or losses (determined on a consolidated basis
without duplication in accordance with GAAP) during such period and excluding
from the calculation of such operating income the income or loss from any
Casualty Events and Dispositions. 
Notwithstanding the foregoing which may be to the contrary, the
following shall not be deducted in determining operating income: amounts
accrued or paid as consent fees, waiver fees, deferred financing costs or
intangible assets which are written off as a consequence of the waiver,
amendment, repayment or discharge of Indebtedness under or with respect, to the
extent paid on or around the Effective Date only, to (x) the Existing
Credit Agreement, (y) this Agreement and the other financial proposals
preceding this Agreement, and (z) the Camping World Credit Facility,
provided further, however, that items (x), (y) and (z) shall not be
applicable for purposes of this definition in calculating EBITDA in connection
with any future transactions entered into by the Company.


 


Notwithstanding the
foregoing, if during any period for which EBITDA is being determined, any
Credit Party shall have consummated any Acquisition and (if such acquisition is
a stock or other equity Acquisition) the company acquired in such Acquisition
becomes a Subsidiary in accordance with the provisions of Section 6.10(a) then,
for all purposes of this Agreement, with the exception of the calculation of
Excess Cash Flow, EBITDA shall be determined on a pro forma basis as if such
Acquisition had been made or consummated on the first day of such period.


 


10

















 


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


 


“Effective Date
Mortgage” has the meaning assigned to such term in Section 5.1(f)(i).


 


“Effective Date
Mortgage Policies” has the meaning assigned to such term in Section 5.1(f)(vi).


 


“Effective Date
Mortgaged Property” has the meaning assigned to such term in Section 5.1(f)(i).


 


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


 


“Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of any Credit Party directly or indirectly resulting from or
based upon (a) violation of any Environmental Law, (b) the generation,
use, handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) exposure to any Hazardous Materials, (d) the release
or threatened release of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement pursuant to which 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 any
stockholders’ or voting trust agreements) for the issuance or sale of, or
securities convertible into, any additional shares of capital stock of any
class, or partnership or other ownership interests of any type in, such Person.


 


“ERISA” means the
Employee 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 with
the 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 412
of the Code, is treated as a single employer under Section 414 of the
Code.


 


“ERISA Event”
means (a) any “reportable event”, as defined in Section 4043 of ERISA
or the regulations issued thereunder with respect to a Plan (other than an
event for which the 30-day notice period is waived), (b) the existence
with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412
of the Code or Section 302 of ERISA), whether or not waived, (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of
ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan, (d) the incurrence by the Borrower or any of its
ERISA Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan, (e) the receipt by the Borrower or any ERISA 


 


11

















 


Affiliate from the PBGC
or a plan administrator of any notice relating to an intention to terminate any
Plan or Plans or to appoint a trustee to administer any Plan, (f) the
incurrence by the Borrower or any of its ERISA Affiliates of any liability with
respect to the withdrawal or partial withdrawal from any Plan or Multiemployer
Plan, or (g) the receipt by the Borrower or any ERISA Affiliate of any
notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA
Affiliate of any notice, concerning the imposition of Withdrawal Liability or a
determination that a Multiemployer Plan is, or is expected to be, insolvent or
in reorganization, within the meaning of Title IV of ERISA.


 


“Eurodollar”
means, when used in reference to the Loans, that the interest on the Loans is
determined by reference to the Three Month LIBOR Rate.


 


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


 


“Excess Cash Flow”
means, for each fiscal year, commencing with the fiscal year ending December 31,
2010 and for each fiscal year thereafter, (a) the sum of EBITDA plus
Related Retail Sale-Leaseback Proceeds received in such fiscal year minus (b) the
sum of the following (to the extent not deducted in computing EBITDA):  (i) Cash Interest Expense for such
fiscal year, plus (ii) the aggregate amount of all Non-Financed Capital
Expenditures made during such fiscal year, plus (iii) all regularly
scheduled payments, mandatory prepayments and voluntary prepayments (other than
any voluntary prepayments in respect of the Camping World Credit Agreement) of
principal on any Indebtedness (including the Term Loans and the principal
component of any payments in respect of Capital Lease Obligations for such
fiscal year), plus (iv)  the aggregate amount paid, or required to be
paid, in cash in respect of income, franchise, and other like taxes (excluding
real estate taxes) for such fiscal year, plus (v) all Permitted Tax
Distributions to the extent paid in cash during such fiscal year, plus (vi) any
payments in respect of deferred compensation or the Phantom Stock Agreements,
plus (vii) any Restricted Junior Payments made in cash to the extent
permitted to be made pursuant to Section 7.6(b), in each case, to the
extent paid in cash during such fiscal year minus (c) any net increase in
Working Capital during such fiscal year plus (d) any net decrease in Working
Capital during such fiscal year.


 


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


 


“Excluded Taxes”
means, with respect to the Administrative Agent, any Lender or any other
recipient of any payment to be made by or on account of any obligation of the
Borrower hereunder, (a) income, net worth or franchise taxes or any like
taxes imposed on (or measured by) its net income or net worth by the United
States of America, or by the jurisdiction under the laws of which such
recipient is organized or in which its principal office is located or, in the
case of any Lender, in which its applicable lending office is located or in
which it is taxable solely on account of some connection other than the
execution, delivery or performance of this Agreement or the receipt of income
hereunder, (b) any branch profits taxes imposed by the United States of
America or any similar tax imposed by any other jurisdiction in which the
Borrower is located and (c) in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Borrower under Section 2.18(b)), any
withholding tax that is imposed on amounts payable to such Foreign Lender at
the time such Foreign Lender becomes a party to this Agreement or is
attributable to such Foreign Lender’s failure or inability to comply with Section 2.16(e),
except 


 


12

















 


to the extent that such
Foreign Lender’s assignor (if any) was entitled, at the time of assignment, to
receive additional amounts from the Borrower with respect to such withholding
tax pursuant to Section 2.16(a).


 


“Executive Order No. 13224”
shall mean Executive Order No. 13224 on Terrorist Financing, effective September 24,
2001, as the same has been, or shall hereafter be, renewed, extended, amended
or replaced.


 


“Existing Credit
Agreement” has the meaning assigned to such term in the preamble to this
Agreement.


 


“Extraordinary Receipt”
means any cash received by or paid to or for the account of any Credit Party in
excess of $500,000 in the aggregate in any fiscal year not in the ordinary
course of business, including tax refunds, pension plan reversions, proceeds of
insurance (other than proceeds of business interruption insurance to the extent
such proceeds constitute compensation for lost earnings), condemnation awards
(and payments in lieu thereof), indemnity payments and any purchase price
adjustments.


 


“Facilities” means
any and all real property (including, without limitation all buildings,
fixtures or other improvements located thereon) now or hereafter or heretofore
owned, leased, operated or used by any Credit Party or any of their respective
predecessors.


 


“Federal Funds
Effective Rate” means, for any day, the weighted average (rounded upwards,
if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day that
is a Business Day, the average (rounded upwards, if necessary, to the next
1/100 of 1%) of the quotations for such day for such transactions received by
the Administrative Agent from three Federal funds brokers of recognized
standing selected by the Administrative Agent.


 


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


 


“First Priority”  means, with respect to any Lien purported to
be created in any Collateral pursuant to any Collateral Document, that such
Lien is the most senior Lien (other than Liens permitted pursuant to Section 7.2
to the extent not perfected by filing of any UCC financing statements) to which
such Collateral is subject.


 


“Flood Hazard Property”
means a Mortgaged Property located in an area designated by the Federal
Emergency Management Agency as having special flood or mud slide hazards.


 


“Foreign Lender”
means any Lender that is organized under the laws of a jurisdiction other than
that in which the Borrower is located. 
For purposes of this definition, the United States of America, each
State thereof and the District of Columbia shall be deemed to constitute a
single jurisdiction.


 


13






 












 


“FreedomRoads” shall mean
FreedomRoads, LLC, a Minnesota limited liability company, and its Subsidiaries.


 


“Funded Debt” of any Person shall mean, without duplication, as
of any calculation date, (a) any obligation of such Person for borrowed
money, including all of the obligations, (b) any obligation of such Person
evidenced by bonds, debentures, notes or other similar instruments, (c) any
obligation of such Person in respect of the deferred purchase price of property
or for services (other than trade payables incurred in the ordinary course of
business on terms customary in the trade), (d) any Capitalized Lease
Obligation of such Person, (e) any obligation of such Person under any
conditional sale or other title retention agreement(s) relating to
property acquired by such Person, (f) any obligation, contingent or
otherwise, of such Person in respect of letters of credit, acceptances or
similar extensions of credit, (g) any Guaranty by such Person of any
obligation described in clauses (a) through (f) above, (h) any
obligation or liability of others secured by a Lien on property owned by such
Person, whether or not such obligation or liability is assumed by such Person, (i) any
financial obligation of such Person under purchase money mortgages, (j) any
obligation of such Person, contingent or otherwise, to purchase, redeem, retire
or otherwise acquire for value any equity interest of such Person, (k) any
off-balance sheet liability of such Person retained in connection with asset
securitization programs, synthetic leases, sale and leaseback transactions or
other similar obligations arising with respect to any other transaction which
is the functional equivalent of or takes the place of borrowing but which does
not constitute a liability on the consolidated balance sheet of such Person and
its Subsidiaries and (l) any debt, liability or obligation of such Person
arising from or in connection with (i) any Hedge Agreements or (ii) without
double counting, any other debt, liability or obligation arising from or in connection
with any Bank Products; provided, however, that, notwithstanding
anything in GAAP to the contrary, the amount of all obligations shall be the
full face amount of such obligations.


 


“FRH” means
FreedomRoads Holding Company, LLC, a Minnesota limited liability company, all
the common equity of which is held by the Stephen Adams Trust and certain
minority 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 as
adopted by the Board of Governors of FRH on the date of issuance of the Holding
Company Notes.


 


“FRH Preferred Equity
Interest” means the membership interest in FRH having the rights and
preferences of the FRH Preferred.


 


“FRH Restricted Distribution”
means any distribution by FRH to its members with respect to their membership
interests other than (a) distributions to CWFR with respect to the FRH
Preferred Equity Interest and (b) distributions to members in respect of
tax obligations to the extent permitted by the terms of the FRH Preferred.


 


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


 


14

















 


“GMAC Insurance
Agreements” means the Service Agreement, dated June 2, 1978, between
National General Insurance Company (“NGIC”) and the Borrower and Trailer Life
Publishing Company, Incorporated, relating to the “Good Sam Club” insurance
plan, including all addenda thereto, as amended or modified, and the Amended and
Restated Marketing Agreement dated as of May 15, 2002 among Camping World and
NGIC, including all addenda thereto, as amended or modified.


 


“Governmental
Authority” means the government of the United States of America, any other
nation or any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government and the
National Association of Insurance Commissioners.


 


“Guarantee” means
a guarantee, an endorsement, a contingent agreement to purchase or to furnish
funds for the payment or maintenance of, or otherwise to be or become
contingently liable under or with respect to, the Indebtedness, other
obligations, net worth, working capital or earnings of any Person, or a
guarantee of the payment of dividends or other distributions upon the stock or
equity interests of any Person, or an agreement to purchase, sell or lease (as
lessee or lessor) property, products, materials, supplies or services primarily
for the purpose of enabling a debtor to make payment of such debtor’s
obligations or an agreement to assure a creditor against loss, and including,
without limitation, causing a bank or other financial institution to issue a
letter of credit or other similar instrument for the benefit of another Person,
but excluding endorsements for collection or deposit in the ordinary course of
business.  The terms “Guarantee”
and “Guaranteed” used as a verb shall have a correlative meaning.


 


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


 


“Guarantors” means
the Subsidiaries of the Borrower.


 


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


 


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


 


“Hedging Agreement
Obligations” means all obligations in respect of any Hedging Agreements
between any Credit Party and the Administrative Agent or any Senior Lender.


 


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


 


“Holding Company
Collateral Documents” means the Nonrecourse Guaranty and Pledge Agreement
executed and delivered by the Holding Company on March 24, 2005
substantially in 


 


15

















 


the form of Exhibit A
annexed hereto, as such agreement 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 to
the Holding Company Notes Indenture in an aggregate principal amount not in
excess of the principal amount of the Holding Company Notes issued on the date
of initial issuance of the Holding Company Notes (plus any paid in kind
interest) which notes are not guaranteed by any of the Credit Parties.


 


“Holding Company Notes
Indenture” means the Indenture dated as of March 24, 2005 between the
Holding Company and The Bank of New York, as Trustee, as supplemented or
amended from time to time but excluding any supplement or amendment which
increases the interest rate or any premium applicable to the Holding Company
Notes, increases the principal amount outstanding of the Holding Company Notes
or creates sinking fund or other principal payment or offer to purchase
requirements.


 


“Indebtedness”
means, for any Person:  without
duplication (a) obligations created, issued or incurred by such Person for
borrowed money (whether by loan, advance, the issuance and sale of debt
securities or the sale of Property to another Person subject to an
understanding or agreement, contingent or otherwise, to repurchase such
Property from such Person); (b) obligations of such Person to pay the
deferred purchase or acquisition price of Property or services (other than
Phantom Stock Accruals), other than trade accounts payable (other than for
borrowed money) arising, and accrued expenses incurred, in the ordinary course
of business so long as such trade accounts are payable within 120 days of the
date the respective goods are delivered or the respective services are
rendered; (c) Capital Lease Obligations of such Person; (d) obligations
of such Person in respect of letters of credit or similar instruments issued or
accepted by banks and other financial institutions for the account of such
Person; (e) Indebtedness of others secured by a Lien on the Property of
such Person, whether or not the respective indebtedness so secured has been
assumed by such Person; (f) Indebtedness of others Guaranteed by such
Person; and (g) obligations under Hedging Agreements (and for purposes
hereof, the amount of Indebtedness under a Hedging Agreement shall be deemed to
be equal to the aggregate maximum contingent amount or potential liability under
such Hedging Agreement).  The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person’s ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.


 


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


 


“Interest Election
Request” means a request by the Borrower to convert or continue a Borrowing
in accordance with Section 2.6.


 


16

















 


“Interest Payment Date”
means (a) with respect to any Base Rate Loan, the first Business Day of
each month (commencing on April 1, 2010) and (b) with respect to any
Eurodollar Loan, the last Business Day of the Interest Period applicable to
such Eurodollar Loan.


 


“Interest Period”
means with respect to any Eurodollar Borrowing, the period commencing on the
date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is three months thereafter; provided,
that (i) if any Interest Period would end on a day other than a Business
Day, such Interest Period shall be extended to the next succeeding Business Day
unless such next succeeding Business Day would fall in the next calendar month,
in which case such Interest Period shall end on the next preceding Business Day
and (ii) any Interest Period that commences on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the last calendar month of such Interest Period) shall end on the last
Business Day of the last calendar month of such Interest Period.  For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and thereafter
shall be the effective date of the most recent conversion or continuation of
such Borrowing.  Notwithstanding the
foregoing, no Interest Period for any Term Loan may commence before and end
after any Quarterly Date unless, after giving effect thereto, the aggregate
principal amount of the Term Loans having Interest Periods that end after such
Quarterly Date shall be equal to or less than the aggregate principal amount of
the Term Loans scheduled to be outstanding after giving effect to the payments
of principal required to be made on such 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 any other Person or any agreement to make any
such acquisition (including, without limitation, any “short sale” or any sale
of any securities at a time when such securities are not owned by the Person
entering into such short sale); (b) the making of any deposit with, or
advance, loan or other extension of credit to, or for the benefit of, any other
Person (including the purchase of Property from another Person subject to an
understanding or agreement, contingent or otherwise, to resell such Property to
such Person, but excluding any such advance, loan or extension of credit having
a term not exceeding 180 days representing the purchase price of inventory or
supplies sold by such Person in the ordinary course of business); or (c) the
entering into of any Guarantee of, or other contingent obligation with respect
to, Indebtedness or other liability of any other Person and (without
duplication) any amount committed to be advanced, lent or extended to such
Person.  Notwithstanding the foregoing,
Capital Expenditures and Acquisitions shall not be deemed “Investments”
for purposes hereof.


 


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


 


“Issue Discount”
means an amount equal to two percent (2%) of each Term Loan Commitment, as set
forth on Schedule 2.1.


 


“Landlord Consent and
Estoppel” means, with respect to any Leasehold Property, a letter,
certificate or other instrument in writing from the lessor under the related
lease, in such form as may be approved by the Administrative Agent in its sole
discretion.


 


17

















 


“Leasehold Property”
means any leasehold interest of any Credit Party as lessee under any lease of
real property, other than any such leasehold interest designated from time to
time by Administrative Agent in its sole discretion as not being required to be
included in the Collateral.


 


“Lender Representative”
has the meaning set forth in Section 6.14.


 


“Lenders” means
the Persons listed on Schedule 2.1 and any other Person that shall have
become a party hereto pursuant to an Assignment and Acceptance, other than any
such Person that ceases to be a party hereto pursuant to an Assignment and
Acceptance.


 


“Lien” means, with
respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
hypothecation, encumbrance, charge or security interest in, on or of such
asset, (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (other than an operating
lease) (or any financing lease having substantially the same economic effect as
any of the foregoing) relating to such asset and (c) in the case of
securities, any purchase option, call or similar right of a third party with
respect to such securities.


 


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


 


“Loan Documents”
means the Existing Credit Agreement as amended and restated by this Agreement,
any promissory notes evidencing Loans hereunder, the Collateral Documents, the
Affiliate Subordination Agreement, the Agent Appointment Agreement, the
Administrative Agent Fee Letter, the Post-Closing Letter Agreement and any
other instruments or documents delivered or to be delivered by any Credit Party
or Affiliate thereof from time to time pursuant to this Agreement.


 


“Loans” means the
Term Loans.


 


“Material Adverse Effect”
means a material adverse effect on (a) the business, assets (including
intangible assets), operations or condition (financial or otherwise), of the
Credit Parties taken as a whole, (b) the ability of any Credit Party to
perform any of its obligations under this Agreement or the other Loan
Documents, (c) the rights of or benefits available to the Administrative
Agent and the Lenders under this Agreement and the other Loan Documents or (d) any
“Materially Adverse Effect” as such term is defined in the Camping World
Credit Facility as of the Effective Date without regard to any future
amendments thereof.


 


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


 


“Material Leasehold
Property” means a Leasehold Property which (a) is a retail or super
store or distribution center or (b) has been reasonably determined by the
Required Lenders to be 


 


18

















 


of material value as
Collateral or of material importance to the operations of the Credit Parties
after weighing the value of such property as additional Collateral against the
costs and expenses associated with satisfying the requirements of Section 6.13.


 


“Mortgage” means (i) a
security instrument (whether designated as a deed of trust or a mortgage,
leasehold mortgage, collateral assignment of leases and rents or by any similar
title) executed and delivered by any Credit Party in such form as may be
approved by the Administrative Agent and the Lenders in their sole discretion,
in each case with such changes thereto as may be recommended by Administrative
Agent’s or the Lenders’ local counsel based on local laws or customary local
practices, (ii) or at Administrative Agent’s or the Lenders’ option, in
the case of an Additional Mortgaged Property, an amendment to an existing
Mortgage, in form satisfactory to Administrative Agent and the Lenders, adding
such Additional Mortgaged Property to the Real Property Assets encumbered by
such existing Mortgage, in either case as such security instrument or amendment
may be amended, supplemented or otherwise modified from time to time.  “Mortgages” means all such
instruments, including Effective Date Mortgages and any Additional Mortgages,
collectively.


 


“Mortgaged Property”
means an Effective Date Mortgaged Property or an Additional Mortgaged Property.


 


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


 


“Net
Cash Payments” means,


 


(i)            with
respect to any Casualty Event, the aggregate amount of proceeds of insurance,
condemnation awards and other compensation received by any Credit Party in
respect of such Casualty Event net of (A) reasonable expenses incurred by
any Credit Party in connection therewith and (B) contractually required
repayments of Indebtedness to the extent secured by a Lien on such property and
any income and transfer taxes payable by any Credit Party in respect of such
Casualty Event;


 


(ii)           with
respect to any Disposition or Extraordinary Receipt, the aggregate amount of
all cash payments received by any Credit Party directly or indirectly in
connection with such Disposition or Extraordinary Receipt, whether, with
respect to Dispositions, at the time of such Disposition or after such
Disposition under deferred payment arrangements or Investments entered into or
received in connection with such Disposition (including, without limitation,
Disposition Investments) and, with respect to Extraordinary Receipts, when and
as such receipts are received by a Credit Party; provided that


 


(A)          Net
Cash Payments shall be net of (I) the amount of any legal, title, transfer
and recording tax expenses, commissions and other fees and expenses payable by
any Credit Party in connection with such Disposition or the transaction giving
rise to such Extraordinary Receipt and (II) any Federal, state and local
income or other taxes estimated to be payable by any Credit Party as a result
of such Disposition or the transaction giving rise to such Extraordinary
Receipt, but 


 


19

















 


only to the extent that
such estimated taxes are in fact paid to the relevant Federal, state or local
governmental authority within twelve months of the date of such Disposition or
the transaction giving rise to such Extraordinary Receipt; and


 


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


 


(iii)          with
respect to any offering of debt or equity securities, the aggregate amount of
all cash proceeds received by any Credit Party therefrom less all legal,
underwriting and similar fees and expenses incurred in connection therewith.


 


“New York Life Facility” shall mean that certain Second Lien
Note Purchase Agreement, dated as of June 5, 2009, by and among the
Borrower, the affiliates of the Borrower party thereto as guarantors, the Purchasers
(as defined therein) and New York Life Investment Management LLC as
administrative agent for the Purchasers, and the Notes (as defined therein)
issues thereunder.


 


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


 


“Other Taxes”
means any and all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment
made hereunder or from the execution, delivery or enforcement of, or otherwise
with respect to, this Agreement and the other Loan Documents, provided that there
shall be excluded from “Other Taxes” all Excluded Taxes.


 


“Parent” means AGI
Holding Corp., a Delaware corporation which holds all the outstanding capital
stock of the Holding Company.


 


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


 


“Permitted Cash Flow
Distribution” means the amount of Restricted Junior Payments permitted to
be made from Excess Cash Flow pursuant to Section 7.6(b).


 


“Permitted
Investments” means:


 


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


 


20

















 


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


 


(c)           investments
in certificates of deposit, banker’s acceptances and time deposits maturing
within 180 days from the date of acquisition thereof issued or guaranteed by or
placed with, and money market deposit accounts issued or offered by, any
domestic office of any commercial bank organized under the laws of the United
States of America or any State thereof which has a combined capital and surplus
and undivided profits of not less than $250,000,000; and


 


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


 


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


 


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


 


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


 


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


 


21

















 


“Plan” means any
employee benefit plan (other than a Multiemployer Plan) subject to the
provisions of Title IV of ERISA or Section 412 of the Code or Section 302
of 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 deemed
to be) an “employer” as defined in Section 3(5) of ERISA.


 


“Pledge Agreement”
means the Amended and Restated Pledge Agreement executed and delivered by all
of the Credit Parties on June 24, 2003 and thereafter in accordance with Section 6.10,
substantially in the form of Exhibit B annexed hereto, as such
agreement may be amended, supplemented or otherwise modified from time to time.


 


“Post-Closing Letter
Agreement” means the letter agreement dated the Effective Date between the
Company and the Agent.


 


“Post-Default Rate”
means, (i) during any period when the Term Loans constitute Base Rate
Loans, a rate per annum equal to the Adjusted Base Rate plus the
Applicable Margin plus two percent (2%), and (ii) during any period
when the Term Loans constitute Eurodollar Loans, a rate per annum equal to the
Three Month LIBOR Rate plus the Applicable Margin plus two
percent (2%).


 


“Prepayment Premium”
means, for any prepayment made during the periods specified below, an amount
equal to the corresponding percentage in the table below multiplied by the
principal amount of such prepayment:


 


	
  Period

  	
   

  	
  Prepayment Premium

  
	
  Effective Date through (and including) the first anniversary of the
  Effective Date:

  	
   

  	
  103%

  
	
  From (but excluding) the first anniversary of the Effective Date
  through (and including) the second anniversary of the Effective Date:

  	
   

  	
  102%

  
	
  From (but excluding) the second anniversary of the Effective Date
  through (and including) the third anniversary of the Effective Date or at
  anytime after the third anniversary of the Effective Date in the event that
  the Term Loans and other Indebtedness hereunder are required to be paid
  pursuant to Section 2.10(b)(ix)  upon the occurrence of a Change of
  Control:

  	
   

  	
  101%

  
	
  Thereafter
  (except as provided with respect to a Change of Control as described above):

  	
   

  	
  100%

  



 


provided that, if at any time prior to the date
that is two years after the Effective Date, the Loans are prepaid in whole or
in part with the Net Cash Proceeds of a sale of equity securities of the
Borrower or any other Credit Party, then the Prepayment Premium applicable to
such prepayment shall be an amount equal to 105% times the principal amount of
such prepayment.


 


“Prime Rate” means
the rate of interest per annum equal to the “Prime Rate” as reported from time
to time in The Wall Street Journal; each change in
the Prime Rate shall be effective from and including the date such change is
reported.  In the event such rate is not
available at 


 


22

















 


such time for any reason,
“Prime Rate” shall mean a rate of interest per annum publicly announced from
time to time by any banking institution selected by Administrative Agent as its
prime rate.


 


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


 


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


 


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


 


“Real Estate Holdings”
has the meaning assigned to such term in Section 5.1(o).


 


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


 


“Recorded Leasehold
Interest” means a Leasehold Property with respect to which a Recorded
Document (as hereinafter defined) has been recorded in all places necessary or
desirable, in the Administrative Agent’s reasonable judgment, to give
constructive notice of such Leasehold Property to third-party purchasers and
encumbrancers of the affected real property. 
For purposes of this definition, the term “Recorded Document”
means, with respect to any Leasehold Property, (a) the lease evidencing
such Leasehold Property or a memorandum thereof, executed and acknowledged by
the owner of the affected real property, as lessor, or (b) if such
Leasehold Property was acquired or subleased from the holder of a Recorded
Leasehold Interest, the applicable assignment or sublease document, executed
and acknowledged by such holder, in each case in form sufficient to give such
constructive notice upon recordation and otherwise in form reasonably satisfactory
to the Administrative Agent.


 


“Register” has the
meaning assigned to such term in Section 10.4(b)(iv).


 


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


 


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


 


“Rental Obligations”  means the maximum fixed rentals paid or
payable by a lessee under any Operating Lease during a specified period,
excluding amounts paid or payable on account of


 


23






 












 


maintenance, utilities,
ordinary repairs, insurance, taxes, assessments and other similar charges,
whether or not designated as rental or additional rental.


 


“Required Lenders”
means, at any time, Lenders having Loans representing more than 50% of the sum
of the total Loans, at such time.


 


“Restricted Junior
Payment” means (i) any dividend or other distribution, direct or
indirect, on account of any shares of any class of stock of any Credit Party
now or hereafter outstanding, except a dividend payable solely in shares of
that class of stock to the holders of that class, (ii) any redemption,
retirement, sinking fund or similar payment, purchase or other acquisition for
value, direct or indirect, of any shares of any class of stock of any Credit
Party now or hereafter outstanding, (iii) any payment made to retire, or
to obtain the surrender of, any outstanding warrants, options or other rights
to acquire shares of any class of stock of any Credit Party now or hereafter
outstanding, 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 payment
with respect to, any Subordinated Indebtedness.


 


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


 


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


 


“Secured Parties”
means each Lender, each Affiliate of a Lender which is party to any Hedging
Agreement, if any, and the Administrative Agent.


 


“Security Agreement”
means the Amended and Restated Security Agreement executed and delivered by all
of the Credit Parties on June 24, 2003 and thereafter in accordance with Section 6.10,
substantially in the form of Exhibit C annexed hereto, as such
agreement may be amended, supplemented or otherwise modified from time to time.


 


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


 


“Senior Subordinated
Notes” means the Borrower’s 9.00% Senior Subordinated Notes due 2012,
including any Additional Notes and Exchange Notes (as each such term is defined
in the Senior Subordinated Note Indenture) with an aggregate initial principal
amount equal to $200,000,000, in each case as issued pursuant to the Senior
Subordinated Note Indenture, as amended, supplemented or otherwise modified in
accordance with the restrictions of Section 7.12.


 


“Senior Subordinated
Note 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 with
the restrictions of Section 7.12.


 


24

















 


“Subordinated
Indebtedness” means (a) the Senior Subordinated Notes, and (b)  any
Indebtedness of any Credit Party which matures in its entirety later than the
Loans and by its terms (or by the terms of the instrument under which it is
outstanding and to which appropriate reference is made in the instrument
evidencing such Subordinated Indebtedness) is made subordinate and junior in
right of payment to the Loans and to such Credit Party’s other obligations to
the Lenders hereunder by provisions reasonably satisfactory in form and
substance to the Administrative Agent.


 


“Subsidiary”
means, with respect to any Person (the “parent”) at any date, any
corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent’s consolidated financial statements if such financial statements
were prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing
more 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 and
one or more subsidiaries of the parent. 
References herein to “Subsidiaries” shall, unless the context
requires otherwise, be deemed to be references to Subsidiaries of the Borrower.


 


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


 


“Term Loans” has
the meaning assigned to such term in Section 2.1(b).


 


“Term Loan Commitment”
means, with respect to each Term Loan Lender, the agreement of such Lender to
make Term Loans to the Borrower on the Effective Date.  The initial amount of each Term Loan Lender’s
Term Loan Commitment is set forth on Schedule 2.1.  The aggregate original amount of the Term
Loan Commitments is $144,300,000.


 


“Term Loan Lender”
means any Lenders from time to time holding Term Loans, including assignees
under any assignments permitted by Section 10.4.


 


“Term Loan Maturity
Date” The earlier of:  (i) the
fifth (5th) anniversary of the Effective Date; or (ii) the
date that is 90 days prior to the maturity of the Senior Subordinated Notes and
the Holding Company Notes, except that clause (ii) shall not apply if both
the Senior Subordinated Notes and the Holding Company Notes are:  (a) refinanced or exchanged for a
security with a maturity date at least 90 days following the fifth (5th) anniversary of the Effective Date; or (b) discharged
(through conversion to equity or otherwise) without incurring any replacement
Indebtedness.


 


“Test Date” has
the meaning assigned to such term in Section 2. 7(a).


 


“Three Month LIBOR
Rate” means, with respect to any Eurodollar Borrowing for any Interest
Period, a rate per annum equal to the greater of (a) the “London Interbank
Offered Rate” for an interest period of three (3) months published in The
Wall Street Journal or (b) 3.0% per annum. 
The Three Month LIBOR Rate shall be determined as of the Effective Date
for the period from the Effective Date through the last Business Day of March,
2010 and, thereafter on 


 


25

















 


each Quarterly Date of
each year and, once determined, shall remain in effect until the next Quarterly
Date.  In the event that such rate is not
available at such time for any reason, then the “LIBOR Rate” with respect to
such Eurodollar Borrowing for such interest period shall be the rate at which
U.S. dollar deposits of $5,000,000, and for a maturity comparable to such
interest period, are offered by a bank selected by the Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period.  Notwithstanding the Interest Period specified in any
Interest Election Request, the rate used to calculate the LIBOR Rate
for any Interest Period shall never be less than the rate per
annum attributable to a three month LIBOR Interest Period.


 


“Title Company”
means, collectively, Lawyers Title Insurance Company, and one or more other
title insurance companies reasonably satisfactory to the Administrative Agent.


 


“Trademark Security
Agreement” means the Amended and Restated Trademark Security Agreement
executed and delivered by all of Credit Parties on June 24, 2003 and
thereafter in accordance with Section 6.10, substantially in the form of Exhibit D
annexed hereto, as such agreement may be amended, supplemented or otherwise
modified from time to time.


 


“Transactions”
means (a) with respect to the Borrower, the execution, delivery and
performance by the Borrower of the Loan Documents to which it is a party, the
borrowing of Loans and the use of the proceeds thereof, and (b) with
respect to any Credit Party (other than the Borrower), the execution, delivery
and performance by such Credit Party of the Facility Documents to which it is a
party.


 


“Type” when used
in reference to the Term Loans, refers to whether the rate of interest on the
Term Loans is determined by reference to the Adjusted Base Rate or Three Month
LIBOR Rate.


 


“UCC” means the
Uniform Commercial Code (or any similar or equivalent legislation) as in effect
in any applicable jurisdiction.


 


“UCO” means the
United States Copyright Office or any successor or substitute office in which
filings are necessary or, in the opinion of the Administrative Agent, desirable
in order to create or perfect Liens on any IP Collateral.


 


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


 


“USA Patriot Act” shall mean the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
(USA PATRIOT ACT) Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001),
as the same has been, or shall hereafter be, renewed, extended, amended or
replaced.


 


“Voidable Transfer”
shall have the meaning specified in Section 10.15.”Wholly Owned Subsidiary”
means, with respect to any Person at any date, any corporation, limited
liability company, partnership, association or other entity of which securities
or other ownership interests representing 100% of the equity or ordinary voting
power (other than directors’ qualifying shares) or, in the case of a
partnership, 100% of the general partnership interests are, as of such 


 


26

















 


date, directly or
indirectly owned, controlled or held by such Person or one or more Wholly Owned
Subsidiaries of such Person or by such Person and one or more Wholly Owned
Subsidiaries of such Person.


 


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


 


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


 


1.2          Classification of Loans.  For purposes of this Agreement, Loans may be
classified and referred to by Type (e.g., a “Base
Rate Loan” or a “Eurodollar Loan”).


 


1.3          Terms Generally.  The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun
shall 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 have
the same meaning and effect as the word “shall”.  Unless the context requires otherwise (a) any
definition of or reference to any agreement, instrument or other document
herein shall be construed as referring to such agreement, instrument or other
document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications
set forth herein), (b) any reference herein to any Person shall be
construed to include such Person’s successors and assigns, (c) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to
refer to this Agreement in its entirety and not to any particular provision
hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and 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 and
all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.  References
in Articles VI and VII in respect of the affirmative and negative covenants to
be performed by the Credit Parties shall be interpreted to mean, with respect
to Article VI, that the Borrower will, and will cause each of its
Subsidiaries 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.


 


1.4          Accounting Terms; GAAP.  Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such


 


27

















 


provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.


 


ARTICLE
II


 


The
Credits


 


2.1          Commitments.


 


(a)           [Reserved]


 


(b)           Term Loans.  Subject to the terms and conditions set forth
herein, on the Effective Date, each Lender shall make a Term Loan (each such
term loan being herein called a “Term Loan”) to the Borrower in an
amount equal to its Term Loan Commitment minus the Issue Discount.  The principal amounts of the Term Loans which
are repaid or prepaid after the Effective Date pursuant to the terms of this Agreement
may not be reborrowed.


 


(c)           [Reserved]


 


2.2          Loans.


 


(a)           The failure of a Lender to make its
Term Loan required to be made by it on the Effective Date shall not relieve any
other Lender of its obligations hereunder; provided that
the Commitments of the Lenders are several and no Lender shall be responsible
for any other Lender’s failure to make Loans as required.


 


(b)           Subject to Section 2.13, each
Term Loan shall be a Base Rate Loan or Eurodollar Loan in accordance
herewith.  Each Lender at its option may
make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate
of such Lender to make such Loan; provided that
any exercise of such option shall not affect the obligation of the Borrower to
repay such Loan in accordance with the terms of this Agreement.


 


(c)           At the commencement of each Interest
Period for a Eurodollar Borrowing, each Eurodollar Loan shall be in an
aggregate amount at least equal to $500,000 or any greater multiple of
$100,000.  Each Base Rate Loan shall be
in an aggregate amount that is at least equal to $100,000 or any greater
multiple of $100,000.


 


2.3          [Reserved].


 


2.4          [Reserved].


 


2.5          Funding of Borrowings.


 


(a)           Each Lender shall make the Term Loan
to be made by it hereunder on the Effective Date by wire transfer of
immediately available funds by 11:00 a.m. (New York, New York time), to
the account of the Administrative Agent most recently designated by it for such



 


28

















 


purpose by notice to the
Lenders.  The Administrative Agent will remit
the amounts so received to an account designated by the Borrower.


 


(b)           [Reserved]


 


(c)           [Reserved]


 


2.6          Interest Elections.


 


(a)           Each Term Loan initially shall be a
Eurodollar Loan.  Thereafter, the
Borrower may elect to convert all (but not less than all) Term Loans to a
different Type subject to this Section 2.6 and Section 2.13.


 


(b)           To make an election pursuant to this Section 2.6,
the Borrower shall notify the Administrative Agent of such election by
telephone (i) in the case of Eurodollar Borrowing, not later than 11:00 a.m.
(New York, New York time), three Business Days before the applicable Interest
Payment Date, or (ii) in the case of Base Rate Borrowing, not later than
11:00 a.m. (New York, New York time), one Business Day before the
applicable Interest Payment Date.  Each
such telephonic Interest Election Request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of
a written Interest Election Request in a form approved by the Administrative
Agent and signed by the Borrower.


 


(c)           Each telephonic and written Interest
Election Request shall specify the following information in compliance with Section 2.2:


 


(i)            the
effective date of the election made pursuant to such Interest Election Request,
which shall be a Quarterly Date; and


 


(ii)           whether
the resulting Borrowing is to be a Base Rate Borrowing or a Eurodollar
Borrowing.


 


(d)           Promptly following receipt of an
Interest Election Request, the Administrative Agent shall advise each Lender of
the details thereof.


 


(e)           Notwithstanding any contrary
provision hereof, if a Default has occurred and is continuing and the
Administrative Agent, at the request of the Required Lenders, so notifies the
Borrower, then, so long as a Default is continuing (i) no outstanding
Borrowing may be converted to a Eurodollar Borrowing and (ii) unless
repaid, each Eurodollar Borrowing shall be converted to a Base Rate Borrowing
at the next Interest Period applicable thereto.


 


2.7          Termination of Commitments.


 


(a)           [Reserved]


 


(b)           [Reserved]


 


(c)           [Reserved]


 


29

















 


(d)           The Term Loan Commitments shall
automatically terminate on the making of the Loans to the Borrower on the
Effective Date.


 


2.8          [Reserved].


 


2.9          Repayment of Loans;
Evidence of Debt.


 


(a)           [Reserved]


 


(b)           The Borrower hereby unconditionally
promises to pay on each anniversary of the Effective Date, commencing with the
first such date occurring after the Effective Date, to the Administrative Agent
for the account of the Lenders quarterly principal payments in an aggregate
amount equal to the Term Loan Commitment of the Term Loans on the Effective
Date times 0.25%.  To the extent not
previously paid, all Term Loans shall be due and payable on the Term Loan
Maturity Date.


 


(c)           Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender, including the amounts of principal and interest payable and paid
to such Lender from time to time hereunder.


 


(d)           The Administrative Agent shall
maintain accounts in which it shall record (i) the amount of each Loan
made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the
amount of any principal or interest due and payable or to become due and
payable from the Borrower to each Lender hereunder and (iii) the amount of
any sum received by the Administrative Agent hereunder for the account of the
Lenders and each Lender’s share thereof.


 


(e)           The entries made in the accounts
maintained pursuant to paragraph (c) or (d) of this Section 2.9
shall be prima facie evidence of the existence and amounts of the obligations
recorded therein; provided that the failure of any
Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrower to repay
the Loans in accordance with the terms of this Agreement.


 


(f)            Any Lender may request that the Loan
made by it be evidenced by a promissory note. 
In such event, the Borrower shall prepare, execute and deliver to such
Lender a promissory note payable to the order of such Lender (or its nominee
record holder) (or, if requested by such Lender, to such Lender (or its nominee
record holder) and its registered assigns) and in a form approved by the
Administrative Agent.  Thereafter, the
Loan evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 10.4) be represented by one
or more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and
its registered assigns) unless, in connection with an assignment of all or any
portion of a promissory note and interest thereon, the assignee informs the
Administrative Agent in writing that it does not wish that its Loan be
evidenced by a promissory note.


 


30

















 


2.10        Prepayment of Loans.


 


(a)           Optional Prepayments.  The Borrower shall have the right at any time
and from time to time to prepay any Borrowing in whole or in part, subject to
prior notice in accordance with paragraph (d) of this Section 2.10; provided that each prepayment in respect of the Term Loans
shall be in an amount that is at least equal to $1,000,000 or any greater
multiple of $500,000.  Each optional
prepayment of Term Loans shall be applied to reduce all remaining unpaid
installments thereof in inverse order of maturity.


 


(b)           Mandatory Prepayments.  Subject to the provisions of subsection (i) below,
the Borrower shall make prepayments of the Loans hereunder as follows:


 


(i)            Casualty
Events.  Upon the date 90 days
following the receipt by any Credit Party of the proceeds of insurance, condemnation
award or other compensation in respect of any Casualty Event affecting any
property of any Credit Party (or upon such earlier date as such Credit Party,
as the case may be, shall have determined not to repair or replace the property
affected by such Casualty Event), the Borrower shall prepay the Loans in an
aggregate amount, if any, equal to 100% of the Net Cash Payments from such
Casualty Event not theretofore applied or committed to be applied to the repair
or replacement of such property (it being understood that if Net Cash Payments
committed to be applied are not in fact applied within six months of the
respective Casualty Event, then such proceeds shall be applied to the
prepayment of Loans no later than the fifteenth (15th)
Business Day thereafter, such prepayment to be effected in the manner and to
the extent specified in Section 2.10(c).


 


(ii)           Offering
of Debt or Equity.  Without limiting
the obligation of the Borrower to obtain the consent of the Required Lenders to
any incurrence of Indebtedness or sale of securities not otherwise permitted
hereunder, the Borrower agrees, on or prior to the closing of any sale of debt
or equity securities by any Credit Party after the Effective Date, to deliver
to the Administrative Agent a statement certified by a Financial Officer of the
Borrower, in form and detail reasonably satisfactory to the Administrative
Agent, of the estimated amount of the Net Cash Payments of such sale of
securities that will (on the date of such sale of securities) be received by
any Credit Party in cash and the Borrower will prepay the Loans hereunder, upon
the date of such sale of securities, in an aggregate amount equal to (x) in
the case of a sale of equity securities, 50% of the actual amount of the Net
Cash Payments of such sale of equity securities received by any Credit Party in
an aggregate cumulative amount in excess of $20,000,000, and (y) in the case of
the incurrence of Indebtedness (other than Indebtedness permitted hereunder to
be incurred), 100% of the actual amount of the Net Cash Payments of 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
specified in Section 2.10(c) and no later than the fifteenth (15th) Business Day following the date of each such
receipt.


 


(iii)          Sale
of Assets.  Without limiting the
obligation of the Borrower to obtain the consent of the Required Lenders to any
Disposition not 


 


31

















 


otherwise permitted
hereunder, the Borrower agrees, on or prior to the occurrence of any
Disposition (other than a Sale-Leaseback Transaction) by any Credit Party, to
deliver to the Lenders a statement certified by a Financial Officer of the
Borrower, in form and detail reasonably satisfactory to the Required Lenders,
of the estimated amount of the Net Cash Payments of such Disposition that will
(on the date of such Disposition) be received by any Credit Party in cash,
indicating on such certificate, whether the Borrower intends to reinvest such
Net Cash Payments or will be prepaying the Loans, as hereinafter provided, and
the Borrower will be obligated to either (A) reinvest such Net Cash
Payments within 180 days after receipt (or, if within such 180 day period the
Borrower or any Credit Party enters into contracts related to the reinvestment
of such Net Cash Payments, such longer period not to exceed 365 days after the
original date of receipt of such Net Cash Payments as is contemplated by such
contracts) into assets used in a line of business permitted hereunder or (B) prepay
the Loans hereunder), as follows:


 


(x)           upon
the date of such Disposition, or on the date (the “Reinvestment Date”)
which is 180 days after such date (or such longer period not to exceed 365 days
as contemplated by contracts related to the reinvestment of such Net Cash
Payments) if the Borrower had indicated on the certificate delivered as
hereinabove required that it intended to reinvest the Net Cash Payments of such
Disposition, in an aggregate amount equal to 100% of the amount of such Net
Cash Payments, to the extent 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 not so reinvested; and


 


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


 


32

















 


Prepayments of
Loans shall be effected in each case in the manner and to the extent specified
in Section 2.10(c); provided that
if at the time of any such Disposition an Event of Default shall have occurred
and be continuing, the Credit Parties shall not have the right to reinvest any
Net Cash Payments and shall instead prepay the Loans by 100% of the amount of
Net Cash Payments received from such Disposition.


 


Notwithstanding
anything herein to the contrary if and to the extent that any Net Cash Payments
would otherwise be required to be used to repay the Senior Subordinated Notes
or the Holding Company Notes or purchase or repurchase any notes issued under
the Senior Subordinated Notes Indenture or the Holding Company Notes Indenture,
the Borrower shall prepay the Loans.


 


(iv)          Excess
Cash Flow.  Not later than the date
90 days after the end of each fiscal year of the Borrower commencing with the
fiscal year ending December 31, 2010 and for each fiscal year thereafter,
the Borrower shall prepay the Loans as provided in Section 2.10(c) in
an amount equal to either 75% of Excess Cash Flow for such fiscal year if the
Consolidated Senior Leverage Ratio for such fiscal year is equal to or greater
than 2.0 to 1, or 50% of Excess Cash Flow for such fiscal year if the
Consolidated Senior Leverage Ratio for such fiscal year is less than 2.0 to 1;
provided, however, that the calculation of Excess Cash Flow for fiscal year
2010 shall be determined on a pro forma basis to include the first quarter of
the fiscal year 2010.


 


(v)           [Reserved]


 


(vi)          [Reserved]


 


(vii)         [Reserved]


 


(viii)        Extraordinary
Receipts.  Without duplication of any
other amount referred to in this Section 2.10(b), within fifteen (15)
Business Days following receipt by any Credit Party of any Extraordinary
Receipts in an amount equal to the Net Cash Payments received by such Credit
Party with respect to such Extraordinary Receipts.


 


(ix)          Upon
the occurrence of a Change of Control, Borrower will prepay the Loans in full
hereunder together with the applicable Prepayment Premium plus accrued and
unpaid interest to the extent required by Section 2.12 and accrued and
unpaid expenses and fees.


 


(x)           [Reserved].


 


(c)   Application. In the event of any
mandatory prepayment of Loans pursuant to subsections (b)(i) through
(b)(iv) of this Section 2.10, the proceeds of such prepayment shall
be applied to the prepayment of the Term Loans, ratably in accordance with the
then-outstanding aggregate amounts thereof, such prepayments to be applied to
the remaining unpaid installments thereof in inverse order of maturity.


 


33






 












 


(d)           Notification of Prepayments.  The Borrower shall notify the Administrative
Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in
the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m.
(New York, New York time), three Business Days before the date of prepayment or
(ii) in the case of prepayment of a Base Rate Borrowing, not later than
11:00 a.m. (New York, New York time), one Business Day before the date of
prepayment.  Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid.  Each partial prepayment of any Term Loan
under paragraph (a) of this Section 2.10 shall be in an amount that
would be permitted in the case of a Term Loan of the same Type as provided in Section 2.2.


 


(e)           Prepayments Accompanied by
Premium, Interest and other Payments. 
Prepayments pursuant to Section 2.10(a), Section 2.10(b)(ii) with
respect to incurrence of Indebtedness only, Section 2.10(b)(viii) and
2.10(b)(ix) shall be accompanied by the applicable Prepayment Premium,
accrued interest to the extent required by Section 2.12 and any
compensation required by Section 2.15. 
All prepayments pursuant to Section 2.10(b) (other than those
set forth in the preceding sentence) shall be accompanied by accrued interest
to the extent required by Section 2.12 and any compensation required by Section 2.15.


 


2.11        Fees.


 


(a)           [Reserved]


 


(b)           [Reserved]


 


(c)           The Borrower agrees to pay to the
Administrative Agent, (i) for its own account, and the fees set forth in
the Administrative Agent Fee Letter at the times and in amounts specified
therein, and (ii) for the account of each Lender, fees payable in the
amounts and at the times separately agreed in writing between the Borrower and
the Lenders.


 


(d)           All fees payable hereunder shall be
paid on the dates due, in immediately available funds.  Fees paid shall not be refundable under any
circumstances, absent manifest error in the determination thereof.


 


2.12        Interest.


 


(a)           The Loans comprising each Base Rate
Borrowing shall bear Cash Interest at a rate per annum equal to the Adjusted
Base Rate plus the Applicable Margin.


 


(b)           The Loans comprising each Eurodollar
Borrowing shall bear Cash Interest at a rate per annum equal to the Three Month
LIBOR Rate plus the Applicable Margin.


 


(c)           Notwithstanding the foregoing, (i) all
amounts which are not paid when due shall bear interest until paid in full at
the Post-Default Rate and (ii) during the period when any Event of Default
shall have occurred and be continuing (and the Administrative Agent, acting on
the instructions of the Required Lenders, shall have notified the Borrower that
the Post-Default Rate shall apply), the principal of all Loans hereunder shall
bear interest, after as well as before judgment, at the Post-Default Rate.


 


34

















 


(d)           Accrued interest on each Loan shall
be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued at the Post-Default
Rate shall be payable on demand, (ii) in the event of any repayment or
prepayment of any Loan, accrued interest on the principal amount repaid or
prepaid shall be payable on the date of such repayment or prepayment, (iii) in
the event of any conversion of any Eurodollar Loan on an Interest Payment Date,
accrued interest on such Loan shall be payable on the effective date of such
conversion.  Cash Interest on each Term
Loan shall be payable on the Interest Payment Date applicable to such Term
Loan, except as otherwise provided in this Agreement.  Unless the context otherwise requires, for
all purposes hereof, references to the “principal amount” of the Term Loans
refers to the face amount of the Term Loans and not gross proceeds funded
hereunder.


 


(e)           All interest hereunder shall be
computed on the basis of a year of 360 days, and shall be payable on each
Interest Payment Date for the actual number of days elapsed (including the
first day but excluding the last day). 
The applicable Adjusted Base Rate or Three Month LIBOR Rate shall be
determined by the Administrative Agent, and such determination shall be
conclusive absent manifest error.


 


(f)            In no contingency or event
whatsoever shall the aggregate of all amounts deemed interest hereunder or
under any promissory note and charged or collected pursuant to the terms of
this Agreement or pursuant to such note exceed the highest permissible under
any law which a court of competent jurisdiction shall, in a final
determination, deem applicable hereto. 
In the event that such a court determines that the Lender has charged or
received interest hereunder in excess of the highest applicable rate, the
Lender shall promptly refund such excess interest to Borrower and such rate
shall automatically be reduced to the maximum rate permitted by such law.


 


2.13        Alternate Rate of Interest.  If prior to the commencement of any Interest
Period for a Eurodollar Borrowing:


 


(a)           the Administrative Agent determines
(which determination shall be conclusive absent manifest error) that adequate
and reasonable means do not exist for ascertaining the Three Month LIBOR Rate
for such Interest Period; or


 


(b)           if the Administrative Agent is
advised by the Required Lenders, that the Three Month LIBOR Rate for such
Interest Period will not adequately and fairly reflect the cost to such Lenders
of making or maintaining their Term Loans included in such Borrowing for such
Interest Period;


 


then the Administrative
Agent shall give notice thereof to the Borrower and the affected Lenders by
telephone or telecopy as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower and such Lenders that the
circumstances giving rise to such notice no longer exist, any Interest Election
Request that requests the conversion of any such Borrowing to, or continuation
of any such Borrowing as, a Eurodollar Borrowing shall be ineffective.


 


35

















 


2.14        Increased Costs.


 


(a)           If any Change in Law shall:


 


(i)            impose,
modify or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in the Three Month
LIBOR Rate); or


 


(ii)           impose
on any Lender or the London interbank market any other condition affecting this
Agreement or Eurodollar Loans made by such Lender;


 


and the result of any of
the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurodollar Loan (or of maintaining its obligation to make any
such Loan) or to reduce the amount of any sum received or receivable by such
Lender hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction
suffered.


 


(b)           If any Lender reasonably determines
that any Change in Law regarding capital requirements has or would have the
effect of reducing the rate of return on such Lender’s capital or on the
capital of such Lender’s holding company, if any, as a consequence of this
Agreement or the Loans made by such Lender to a level below that which such
Lender or such Lender’s holding company could have achieved but for such Change
in Law (taking into consideration such Lender’s policies and the policies of
such Lender’s holding company with respect to capital adequacy), then from time
to time the Borrower will pay to such Lender, as the case may be, such
additional amount or amounts as will compensate such Lender, or such Lender’s
holding company, for any such reduction suffered.


 


(c)           A certificate of a Lender setting
forth the amount or amounts necessary to compensate such Lender or its holding
company, as the case may be, as specified in paragraph (a) or (b) of
this Section 2.14 shall be delivered to the Borrower and shall be
conclusive so long as it reflects a reasonable basis for the calculation of the
amounts set forth therein and does not contain any manifest error.  The Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof.


 


(d)           Failure or delay on the part of any
Lender to demand compensation pursuant to this Section 2.14 shall not
constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to
compensate a Lender pursuant to this Section 2.14 for any increased costs
or reductions incurred more than six months prior to the date that such Lender
notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender’s intention to claim compensation therefor; provided  further that,
if the Change in Law giving rise to such increased costs or reductions is retroactive,
then the six-month period referred to above shall be extended to include the
period of retroactive effect thereof.


 


36

















 


2.15        Break Funding Payments.


 


(a)           In the event of (i) the payment
of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (ii) the conversion of any Eurodollar Loan other than on the
last day of the Interest Period applicable thereto, (iii) the failure to
borrow, convert, continue or prepay any Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice is
permitted to be revocable and is revoked in accordance herewith) or (iv) the
assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.18,
then, in any such event, the Borrower shall compensate each Lender for the
loss, cost and expense attributable to such event.


 


(b)           In the case of a Eurodollar Loan, the
loss to any Lender attributable to any such event shall be deemed to include an
amount determined by such Lender to be equal to the excess, if any, of


 


(i)            the
amount of interest that such Lender would pay for a deposit equal to the
principal amount of such Loan for the period from the date of such payment,
conversion, failure or assignment to the last day of the then current Interest
Period for such Loan (or, in the case of a failure to borrow, convert or
continue, the duration of the Interest Period that would have resulted from
such borrowing, conversion or continuation) if the interest rate payable on
such deposit were equal to the Three Month LIBOR Rate for such Interest Period,


 


over


 


(ii)           the
amount of interest that such Lender would earn on such principal amount for
such period if such Lender were to invest such principal amount for such period
at the interest rate that would be bid by such Lender (or an affiliate of such
Lender) for U.S. dollar deposits from other banks in the eurodollar market at
the commencement of such period.


 


(c)           A certificate of any Lender setting
forth any amount or amounts that such Lender is entitled to receive pursuant to
this Section 2.15 shall be delivered to the Borrower and shall be
conclusive absent manifest error.  The
Borrower shall pay such Lender the amount shown as due on any such certificate
within 10 days after receipt thereof.


 


2.16        Taxes.


 


(a)           Any and all payments by or on account
of any obligation of the Borrower hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct
any Indemnified Taxes or Other Taxes from such payments, then (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 2.16) the Administrative Agent, or any Lender (as the case
may be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions and (iii) the
Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.


 


37

















 


(b)           In addition, the Borrower shall pay
any Other Taxes to the relevant Governmental Authority in accordance with
applicable law.


 


(c)           The Borrower shall indemnify the
Administrative Agent and each Lender, within 10 days after written demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section 2.16) paid or payable
by the Administrative Agent or such Lender, as the case may be (and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto during the period prior to the Borrower making the payment demanded
under this paragraph (c)), whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental
Authority.  A certificate as to the
amount of such payment or liability delivered to the Borrower by a Lender, or
by the Administrative Agent on its own behalf or on behalf of a Lender, shall
be conclusive absent manifest error.


 


(d)           As soon as practicable after any
payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental
Authority, the Borrower shall deliver to the Administrative Agent the original
or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Administrative Agent.


 


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


 


2.17        Payments Generally:  Pro Rata Treatment; Sharing of Set-Offs.


 


(a)           The Borrower shall make each payment
required to be made by it hereunder (whether of principal, interest, fees, or
under Section 2.14, 2.15 or 2.16, or otherwise) prior to 11:00 a.m.
(New York, New York time), on the date when due, in immediately available
funds, without set-off or counterclaim. 
Any amounts received after such time on any date may, in the discretion
of the Administrative Agent, be deemed to have been received on the next
succeeding Business Day for purposes of calculating interest thereon.  All such payments shall be made to the
Administrative Agent at such of its offices as set forth in Section 10.1 or as
the Administrative Agent shall notify the relevant parties from time to time,
and except that payments pursuant to Sections 2.14, 2.15, 2.16 and 10.3 shall
be made directly to the Persons entitled thereto.  The Administrative Agent shall distribute any
such payments received by it for the account of any other Person to the
appropriate recipient promptly following receipt thereof, and the Borrower
shall have no liability in the event timely or correct distribution of such
payments is not so made.  If any payment
hereunder shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case
of any payment accruing interest, interest thereon shall be payable for the
period of such extension.  All payments
hereunder shall be made in U.S. dollars.


 


38

















 


(b)           Except to the extent otherwise
provided herein:  (i) each Term Loan
from the Lenders under Section 2.1 shall be made pursuant to Schedule 2.1;
(ii) each payment or prepayment by the Borrower of principal of Loans
shall be made for account of the relevant Lenders pro rata in accordance with
the respective unpaid principal amounts of the Loans held by such Lenders; (iv) each
payment by the Borrower of interest on Loans shall be made for the account of
the relevant Lenders pro rata in accordance with the amounts of interest on
such Loans then due and payable to such Lenders.


 


(c)           [Reserved]


 


(d)           Unless the Administrative Agent shall
have received notice from the Borrower prior to the date on which any payment
is due to the Administrative Agent for the account of the Lenders entitled
thereto (the “Applicable Recipient”) hereunder that the Borrower will
not make such payment, the Administrative Agent may assume that the Borrower
has made such payment on such date in accordance herewith and may, in reliance
upon such assumption, distribute to the Applicable Recipient the amount
due.  In such event, if the Borrower has
not in fact made such payment, then each Applicable Recipient severally agrees
to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Applicable Recipient with interest thereon, for each day
from and including the date such amount is distributed to it to but excluding
the date of payment to the Administrative Agent, at the Federal Funds Effective
Rate.


 


(e)           [Reserved]


 


(f)            If
at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, interest and fees
then due under the Collateral Documents under any circumstances, including
during, or as a result of the exercise by the Administrative Agent of remedies
under the Collateral Documents and applicable law, such funds shall be applied
with the following priorities:


 


first, to the extent applicable, to pay the
costs and expenses of the Administrative Agent including the costs and expenses
of collection, sale or other realization on the Collateral or other exercise of
remedies under the Collateral Documents and the fees and expenses of its agents
and counsel, and all expenses incurred and all advances made by the
Administrative Agent in connection therewith, and to the payment of the Credit
Parties’ obligations to the Administrative Agent under Section 10.3
hereof,


 


second, to pay interest and fees then due under
the Loan Documents to the Lenders ratably in accordance with the amounts of
interest and fees then due to such Lenders, and


 


third, to pay principal under the Loan
Documents and in respect of Hedging Agreement Obligations, in each case, then
due to the Administrative Agent or the Lenders ratably in accordance with the
amounts of principal and Hedging Agreement Obligations then due to the
Administrative Agent or such Lenders.


 


39

















 


2.18        Mitigation Obligations;
Replacement of Lenders.


 


(a)           If any Lender requests compensation
under Section 2.14, or if the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 2.16, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its
Loans hereunder or to assign its rights and obligations, hereunder to another of
its offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable
pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii)
would not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. 
The Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment.


 


(b)           If any Lender requests compensation
under Section 2.14, or if the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 2.16, or if any Lender defaults in its
obligation to fund Loans hereunder, then the Borrower may, at its sole expense
and effort, upon notice to such Lender and the Administrative Agent, require
such Lender to assign and delegate, without recourse (in accordance with and
subject to the restrictions contained in Section 10.4), all its interests,
rights and obligations under this Agreement to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts
such assignment); provided that (i) the
Borrower shall have received the prior written consent of the Administrative
Agent, which consents shall not unreasonably be withheld or delayed, (ii) such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder, from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the Borrower (in the
case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.14 or payments
required to be made pursuant to Section 2.16, such assignment will result
in a reduction in such compensation or payments.  A Lender shall not be required to make any
such assignment and delegation if, prior thereto, as a result of a waiver by
such Lender or otherwise, the circumstances entitling the Borrower to require
such assignment and delegation cease to apply.


 


ARTICLE
III


 


Guarantee
by Guarantors


 


3.1          The Guarantee.  Each Guarantor hereby jointly and severally
guarantees to each Lender, and the Administrative Agent and their respective
successors and assigns the prompt payment in full when due (whether at stated
maturity, by acceleration or otherwise) of the principal of and interest on the
Loans made by the Lenders to the Borrower, and all other amounts from time to
time owing to the Lenders or the Administrative Agent by the Borrower hereunder
or under any other Loan Document, and all obligations of the Borrower to any
Lender under any Hedging Agreement or arising from or related to cash
management services, in each case strictly in accordance with the terms thereof
(such obligations being herein collectively called the “Guaranteed
Obligations”).  Each Guarantor hereby
further agrees that if the Borrower shall fail to pay in full when due (whether
at stated maturity, by acceleration or otherwise) any of the 


 


40

















 


Guaranteed Obligations,
each Guarantor will promptly pay the same, without any demand or notice
whatsoever, and that in the case of any extension of time of payment or renewal
of any of the Guaranteed Obligations, the same will be promptly paid in full
when due (whether at extended maturity, by acceleration or otherwise) in
accordance with the terms of such extension or renewal.


 


3.2          Obligations Unconditional.  The obligations of each Guarantor under Section 3.1
are absolute and unconditional irrespective of the value, genuineness,
validity, regularity or enforceability of this Agreement, the other Loan
Documents or any other agreement or instrument referred to herein or therein,
or any substitution, release or exchange of any other guarantee of or security
for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable
law, irrespective of any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor,
it being the intent of this Section 3.2 that the obligations of the
Guarantors hereunder shall be absolute and unconditional under any and all
circumstances.  Without limiting the
generality of the foregoing, it is agreed that the occurrence of any one or
more of the following shall not alter or impair the liability of the Guarantors
hereunder which shall remain absolute and unconditional as described above:


 


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


 


(ii)           any
of the acts mentioned in any of the provisions hereof or of the other Loan
Documents or any other agreement or instrument referred to herein or therein
shall be done or omitted;


 


(iii)          the
maturity of any of the Guaranteed Obligations shall be accelerated, or any of
the Guaranteed Obligations shall be modified, supplemented or amended in any
respect, or any right hereunder or under the other Loan Documents or any other
agreement or instrument referred to herein or therein shall be waived or any
other guarantee of any of the Guaranteed Obligations or any security therefor
shall be released or exchanged in whole or in part or otherwise dealt with; or


 


(iv)          any
lien or security interest granted to, or in favor of, the Administrative Agent
or any Lender or Lenders as security for any of the Guaranteed Obligations
shall fail to be perfected.


 


The Guarantors hereby
expressly waive diligence, presentment, demand of payment, protest and all
notices whatsoever, and any requirement that the Administrative Agent or any
Lender exhaust any right, power or remedy or proceed against the Borrower
hereunder or under the other Loan Documents or any other agreement or
instrument referred to herein or therein, or against any other Person under any
other guarantee of, or security for, any of the Guaranteed Obligations.


 


3.3          Reinstatement.  The obligations of each Guarantor under this Article III
shall be automatically reinstated if and to the extent that for any reason any
payment by or on behalf of


 


41

















 


the Borrower in respect
of the Guaranteed Obligations is rescinded or must be otherwise restored by any
holder of any of the Guaranteed Obligations, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise, and each of the
Guarantors agrees that it will indemnify the Administrative Agent and each
Lender on demand for all reasonable costs and expenses (including fees and
expenses of counsel) incurred by the Administrative Agent or any Lender in
connection with such rescission or restoration, including any such costs and
expenses incurred in defending against any claim alleging that such payment
constituted a preference, fraudulent transfer or similar payment under any
bankruptcy, insolvency or similar law.


 


3.4          Subrogation.  Each Guarantor hereby waives all rights of
subrogation or contribution, whether arising by contract or operation of law
(including, without limitation, any such right arising under the Federal Bankruptcy
Code of 1978, as amended) or otherwise by reason of any payment by it pursuant
to the provisions of this Article III and further agrees with the Borrower
for the benefit of each of its creditors (including, each Lender and the
Administrative Agent) that any such payment by it shall constitute a
contribution of capital by such Guarantor to the Borrower.


 


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


 


3.6          Instrument for the Payment
of Money.  Each Guarantor
hereby acknowledges that the guarantee in this Article III constitutes an
instrument for the payment of money, and consents and agrees that any Lender or
the Administrative Agent, at its sole option, in the event of a dispute by the
Guarantors in the payment of any moneys due hereunder, shall have the right to
summary judgment or such other expedited procedure as may be available for a
suit on a note or other instrument for the payment of money.


 


3.7          Continuing Guarantee.  The guarantee in this Article III is a
continuing guarantee, and shall apply to all Guaranteed Obligations whenever
arising.


 


3.8          Rights of Contribution.  The Guarantors hereby agree, as between
themselves, that if any Guarantor shall become an Excess Funding Guarantor (as
defined below) by reason of the payment by such Guarantor of any Guaranteed Obligations,
each other Guarantor shall, on demand of such Excess Funding Guarantor (but
subject to the next sentence), pay to such Excess Funding Guarantor an amount
equal to such Guarantor’s Pro Rata Share (as defined below and determined, for
this purpose, without reference to the properties, debts and liabilities of
such Excess Funding Guarantor) of the Excess Payment (as defined below) in
respect of such Guaranteed Obligations. 
The payment obligation of a Guarantor to any Excess Funding Guarantor
under this Section 3.8 shall be subordinate and subject in right of
payment to the prior payment in full of the obligations of such Guarantor under
the other provisions of this Article III


 


42

















 


and such Excess Funding
Guarantor shall not exercise any right or remedy with respect to such excess
until payment and satisfaction in full of all of such obligations.


 


For purposes of this Section 3.8,
(i) “Excess Funding Guarantor” means, in respect of any Guaranteed
Obligations, a Guarantor that has paid an amount in excess of its Pro Rata
Share of such Guaranteed Obligations, (ii) “Excess Payment” means,
in respect of any Guaranteed Obligations, the amount paid by an Excess Funding
Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations and (iii) “Pro
Rata Share” means, for any Guarantor, the ratio (expressed as a percentage)
of (x) the amount by which the aggregate present fair saleable value of
all properties of such Guarantor (excluding any shares of stock of, or
ownership interest in, any other Guarantor) exceeds the amount of all the debts
and liabilities of such Guarantor (including contingent, subordinated,
unmatured and unliquidated liabilities, but excluding the obligations of such
Guarantor hereunder and any obligations of any other Guarantor that have been
Guaranteed by such Guarantor) to (y) the amount by which the aggregate
fair saleable value of all properties of all of the Credit Parties exceeds the
amount of all the debts and liabilities (including contingent, subordinated,
unmatured and unliquidated liabilities, but excluding the obligations of the
Borrower and the Guarantors hereunder and under the other Loan Documents) of
all of the Credit Parties, determined (A) with respect to any Guarantor
that is a party hereto on the Effective Date, as of the Effective Date, and (B) with
respect to any other Guarantor, as of the date such Guarantor becomes a
Guarantor hereunder.


 


3.9          General Limitation on
Guarantee Obligations.  In any
action or proceeding involving any state or non-U.S. corporate law, or any
state or Federal or non-U.S. bankruptcy, insolvency, reorganization or other
law affecting the rights of creditors generally, if the obligations of any
Guarantor under Section 3.1 would otherwise, taking into account the
provisions of Section 3.8, be held or determined to be void, invalid or
unenforceable, or subordinated to the claims of any other creditors, on account
of the amount of its liability under Section 3.1, then, notwithstanding
any other provision hereof to the contrary, the amount of such liability shall,
without any further action by such Guarantor, any Lender, the Administrative
Agent or any other Person, be automatically limited and reduced to the highest
amount that is valid and enforceable and not subordinated to the claims of
other creditors as determined in such action or proceeding.


 


ARTICLE
IV


 


Representations
and Warranties


 


Each
of the Credit Parties represents and warrants to the Lenders and the
Administrative Agent, as to itself and each other Credit Party, that:


 


4.1          Organization; Powers.  Each Credit Party is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization.  Each Credit Party has all
requisite power and authority under its organizational documents to carry on
its business as now conducted and, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is required.


 


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4.2                                 Authorization; Enforceability. 
The Transactions are within the corporate power of each Credit Party and
have been duly authorized by all necessary corporate and, if required,
stockholder action on the part of such Credit Party.  This Agreement, the Collateral Documents, and
the other Loan Documents have been duly authorized, executed and delivered by
each Credit Party that is a party thereto and constitute legal, valid and
binding obligations of such Credit Party, enforceable in accordance with their respective
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors’ rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in
equity or at law.


 


4.3                                 Governmental Approvals; No
Conflicts.  The Transactions (a) do not require any
consent or approval of, registration or filing with, or any other action by,
any Governmental Authority, (b) will not violate any applicable law,
policy or regulation or the charter, by-laws or other organizational documents
of any Credit Party or any order of any Governmental Authority, (c) will
not violate or result in a default under any indenture, agreement or other
instrument binding upon any Credit Party, or any of its assets, or give rise to
a right thereunder to require any payment to be made by any Credit Party, and (d) except
for the Liens created by the Collateral Documents, will not result in the
creation or imposition of any Lien on any asset of the Credit Parties.


 


4.4                                 Financial Condition; No Material
Adverse Change.


 


(a)                                  The Borrower has heretofore delivered to
the Lenders the following financial statements:


 


(i)                                     the audited consolidated balance sheet
and statements of earnings (loss), stockholders’ deficit and cash flows of the
Holding Company and its Subsidiaries as of and for the fiscal year ended December 31,
2008, accompanied by an opinion of Ernst & Young LLP, independent
public accountants; and


 


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


 


Such financial statements
present fairly, in all material respects, the respective actual consolidated
financial position and results of operations and cash flows of the respective
entities as of such respective dates and for such periods in accordance with
GAAP, subject to year-end audit adjustments and the absence of footnotes in the
case of such unaudited statements.


 


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(b)                                 Since December 31, 2008, there has
been no change in the business, assets, liabilities, operations or financial
condition, of the Credit Parties which would reasonably be expected to have a
Material Adverse Effect.


 


(c)                                  None of the Credit Parties has on the
Effective Date any contingent liabilities, liabilities for taxes, unusual
forward or long-term commitments or unrealized or anticipated losses from any
unfavorable commitments in each case that are material, except as referred to
or reflected or provided for in the balance sheets as at December 31, 2009
referred to above or as otherwise expressly provided in this Agreement or the
financial statements described in this Section 4.4.


 


4.5                                 Properties.


 


(a)                                  Each of the Credit Parties has good and
marketable title to, or valid, subsisting and enforceable leasehold interests
in, all its real and personal property material to its business.


 


(b)                                 Each of the Credit Parties owns, 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 not infringe upon the
rights of any other Person, except for any such infringements that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.  All
registered trademarks, service marks, copyrights and patents, together with the
domain names, web sites, and web site registrations which are owned by or
licensed 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 the
Registered Rights have been duly registered in, filed in or issued by the PTO
or UCO, as the case may be, a domain name registrar or other corresponding
offices of other jurisdictions as identified on such schedule, and have been
properly maintained and renewed in accordance with all applicable provisions of
law and administrative regulations in the United States or in each such other
jurisdiction, as applicable, except where the failure to so register, file,
maintain or renew would not reasonably be expected to result in a Material
Adverse Effect.


 


(c)                                  As of the Effective Date, Schedule 4.5
annexed hereto contains a true, accurate and complete list of (i) all
owned Real Property Assets and (ii) all leases, subleases or assignments
of leases (together with all amendments, modifications, supplements, renewals
or extensions of any thereof) affecting each Real Property Asset of any Credit
Party, 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 as
specified in Schedule 4.5 annexed hereto, each agreement listed in
clause (ii) of the immediately preceding sentence is in full force and
effect and the Borrower has no knowledge of any default that has occurred and
is continuing thereunder, and each such agreement constitutes the legal, valid
and binding obligation of each applicable Credit Party, enforceable against
such Credit Party in accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or limiting creditors’ rights generally or by equitable principles.


 


45

















 


4.6                                 Litigation and Environmental
Matters.


 


(a)                                  There are no actions, suits or
proceedings by or before any arbitrator or Governmental Authority pending
against or, to the knowledge of any of the Credit Parties, threatened against
or affecting the Credit Parties (i) as to which there is a reasonable
possibility of an adverse determination and that, if adversely determined,
could reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect (other than the Disclosed Matters) or (ii) that
involve any of the Basic Documents or the Transactions.


 


(b)                                 Except for the Disclosed Matters and
except with respect to any other matters that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect, none of the Credit Parties (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or
other approval required under any Environmental Law, (ii) has become
subject to any Environmental Liability, (iii) has received notice of any
claim with respect to any Environmental Liability or any inquiry, allegation,
notice or other communication from any Governmental Authority concerning its
compliance with any Environmental Law or (iv) knows of any basis for any
Environmental Liability.


 


(c)                                  Since the date of this Agreement, there
has been no change in the status of the Disclosed Matters that, individually or
in the aggregate, has resulted in, or materially increased the likelihood of, a
Material Adverse Effect.


 


4.7                                 Compliance with Laws and
Agreements.  Each of the Credit Parties is in compliance
with all laws, regulations, policies and orders of any Governmental Authority
applicable to it or its property and all indentures, agreements and other
instruments binding upon it or its property, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.


 


4.8                                 Investment and Holding Company
Status.  No Credit Party nor any of their respective
Subsidiaries is (a) an “investment company” as defined in, or subject to
regulation under, the Investment Company Act of 1940, as amended, (b) a “holding
company” as defined in, or subject to regulation under, 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 Bank Holding Company Act of
1956, as amended.


 


4.9                                 Taxes. 
Each of the Credit Parties and their respective Subsidiaries has timely
filed or caused to be filed all Tax returns and reports required to have been
filed and has paid or caused to be paid all Taxes required to have been paid by
it, except (a) Taxes that are being contested in good faith by appropriate
proceedings and for which such Credit Party has set aside on its books adequate
reserves with respect thereto in accordance with GAAP or (b) to the extent
that the failure to do so could not reasonably be expected to result in a
Material Adverse Effect. No adjustment relating to any tax returns has been
proposed formally or informally by any Governmental Authority and, to the
knowledge of each Credit Party no basis exists for any such adjustment.  The charges, accruals, and reserves on the
books of the Credit Parties in respect of taxes are, in the reasonable judgment
of the Credit Parties, adequate.  No
Credit Party has been audited, or has knowledge of any pending audit, by the
Internal Revenue Service or any other 


 


46

















 


taxing authority.  No Credit Party has executed or filed with
the Internal Revenue Service or any other Governmental Authority any agreement
or other document extending, or having the effect of extending, the period for
assessment or collection of any taxes. 
None of the Credit Parties and their respective predecessors is liable
for any taxes:  (i) under any
agreement (including any tax sharing agreements) or (ii) to each Credit
Party’s knowledge, as a transferee.  As
of the Effective Date, no Credit Party has agreed, or been requested, to make
any adjustment under Code Section 481(a), by reason of a change in
accounting method or otherwise, which would have a Materially Adverse Effect.


 


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


 


4.11                           Disclosure. 
As of the Effective Date to the Credit Parties have disclosed to each
Lender, and the Administrative Agent, all agreements, instruments and corporate
or other restrictions to which any Credit Party is subject, and all other
matters known to any Credit Party, that, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect.  The senior management structure of the
Borrower is as set forth on Schedule 4.11 annexed hereto.  The information, reports, financial
statements, exhibits and schedules furnished in writing by or on behalf of the
Credit Parties to the Administrative Agent or any Lender in connection with the
negotiation, preparation or delivery of this Agreement and the other Loan
Documents or included herein or therein or delivered pursuant hereto or
thereto, when taken as a whole do not contain any untrue statement of material
fact or omit to state any material fact necessary to make the statements herein
or therein, in light of the circumstances under which they were made, not
misleading.  All written information
furnished after the date hereof by the Credit Parties to the Administrative
Agent and the Lenders in connection with this Agreement and the transactions
contemplated hereby will be true, complete and accurate in every material
respect, or (in the case of projections) based on reasonable estimates, on the
date as of which such information is stated or certified.  There is no fact known to the Borrower that
could reasonably be expected to have a Material Adverse Effect that has not
been disclosed herein or in a report, financial statement, exhibit, schedule,
disclosure letter or other writing furnished to the Lenders for use in
connection with the transactions contemplated hereby or thereby.


 


4.12                           Capitalization. 
As of the Effective Date, the capital structure and ownership of the
Borrower are correctly described in Schedule 4.12.  The authorized, issued and outstanding
capital stock of the Borrower consists, on the Effective Date, of the common
stock described on Schedule 4.12, all of which is duly and validly
issued and outstanding, fully paid and nonassessable.  Except as set forth in Schedule 4.12  and with respect to the Phantom Stock 


 


47

















 


Agreements, as of the
Effective Date, (x) there are no outstanding Equity Rights with respect to
the Borrower and (y) there are no outstanding obligations of any Credit
Party to repurchase, redeem, or otherwise acquire any shares of capital stock
of any Credit Party nor are there any outstanding obligations of the any Credit
Party to make payments to any Person, such as “phantom stock” payments, where
the amount thereof is calculated with reference to the fair market value or
equity value of the any Credit Party.


 


4.13                           Subsidiaries.


 


(a)                                  Set forth in Schedule 4.13 is a
complete and correct list of all of the Subsidiaries of the Credit Parties as
of the Effective Date together with, for each such Subsidiary, (i) the
jurisdiction of organization of such Subsidiary, (ii) each Person holding
ownership interests in such Subsidiary and (iii) the nature of the
ownership interests held by each such Person and the percentage of ownership of
such Subsidiary represented by such ownership interests.  Except as disclosed in Schedule 4.13, (x) each
Credit Party and its respective Subsidiaries owns, free and clear of Liens
(other than Liens created pursuant to the Collateral Documents), and has the
unencumbered right to vote, all outstanding ownership interests in each Person
shown to be held by it in Schedule 4.13, (y) all of the issued and
outstanding capital stock of each such Person organized as a corporation is
validly issued, fully paid and nonassessable and (z) there are no
outstanding Equity Rights with respect to such Person.


 


(b)                                 Except as set forth in Schedule 4.13,
as of the date of this Agreement, none of the Subsidiaries of the Borrower is
subject to any indenture, agreement, instrument or other arrangement containing
any provision of the type described in Section 7.8, other than any such
provision the effect of which has been unconditionally, irrevocably and
permanently waived.


 


4.14                           Material Indebtedness, Liens and
Agreements.


 


(a)                                  Schedule 4.14 hereto is a complete and correct list,
as of the date of this Agreement, of all Material Indebtedness or any extension
of credit (or commitment for any extension of credit) to, or guarantee by, any
Credit Party the aggregate principal or face amount of which equals or exceeds
(or may equal or exceed) $1,000,000, and the aggregate principal or face amount
outstanding or that may become outstanding with respect thereto is correctly
described in Schedule 4.14.


 


(b)                                 Schedule 4.14 hereto is a complete and correct list,
as of the date of this Agreement, of each Lien securing Indebtedness of any
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 Credit Parties,
and the aggregate Indebtedness secured (or which may be secured) by each such
Lien and the Property covered by each such Lien is correctly described in Schedule 4.14.


 


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


 


48

















 


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


 


True and complete copies
of each agreement listed on the appropriate part of Schedule 4.14
have 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, are
currently binding and will continue to be binding upon each Credit Party that
is a party thereto and, to the best knowledge of the Credit Parties, binding
upon the other parties thereto in accordance with their terms.  The Credit Parties are not in default under
any such agreements.


 


4.15                           Holding Company Notes Indenture. The Holding Company Notes Indenture is
in full force and effect, without amendment (other than the Supplemental
Indentures described in the definition thereof).  All obligations of the Credit Parties
hereunder and under the other Loan Documents and obligations of the Holding
Company under the Holding Company Collateral Documents are permitted to be
incurred under the Holding Company Notes Indenture.


 


4.16                           Compliance with Regulations T, U
and X.  No Credit Party is engaged principally in or
has as one of its important activities in the business of extending credit for
the purpose of purchasing or carrying, and no Credit Party owns or presently
intends to acquire, any “margin security” or “margin stock” as defined in
Regulations T, U and X of the Board of Governors of the Federal Reserve System
(herein called “margin stock”). 
None of the proceeds of the Loans will be used, directly or indirectly,
for the purpose of purchasing or carrying any margin stock or for the purpose
of reducing or retiring any Funded Debt which was originally incurred to
purchase or carry margin stock or for any other purpose which might constitute
this transaction a “purpose credit” within the meaning of said Regulations T, U
and X.  None of any Credit Party or any
bank acting on its behalf has taken or will take any action which might cause
this Agreement or any other Loan Documents to violate Regulation T, U or X or
any other regulation of the Board of Governors of the Federal Reserve System or
to violate the SEA, in each case as now in effect or as the same may hereafter
be in effect.  If so requested by the
Administrative Agent, the Credit Parties will furnish the Administrative Agent
with (i) a statement or statements in conformity with the requirements of
Federal Reserve Form U-1 referred to in Regulation U of said Board of
Governors and (ii) other documents evidencing its compliance with the
margin regulations, including an opinion of counsel in form and substance
satisfactory to the Administrative Agent. 
Neither the making of the Loans nor the use of proceeds thereof will
violate, or be inconsistent with, the provisions of Regulation T, U or X of
said Board of Governors.


 


4.17                           Burdensome Restrictions. 
No Credit Party is a party to or otherwise bound by any indenture, loan
or credit agreement or any lease or other agreement or instrument or subject to
any charter, corporate or partnership restriction which would foreseeably have
a Material Adverse Effect.


 


4.18                           Force Majeure. 
Since the date of the most recent financial statements referred to in Section 4.4(a)(i) to
the Effective Date, the business, properties and other assets of the Credit
Parties have not been materially and adversely affected in any way as the
result of any fire or 


 


49

















 


other casualty, strike,
lockout or other labor trouble, embargo, sabotage, confiscation, contamination,
riot, civil disturbance, activity of armed forces or act of God.


 


4.19                           Labor and Employment Matters.


 


(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, no labor union has been certified or recognized
as a representative of any such employee; (B) there are no pending or, to
the Borrower’s knowledge, threatened representation campaigns, elections or
proceedings; (C) no Credit Party has any knowledge of any strikes,
slowdowns or work stoppages of any 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 to have a Material Adverse Effect.


 


(b)         As of the date of this Agreement, Schedule 4.19
sets forth all material employment contracts for members of senior management
of the Credit Parties under which any Credit Party thereof has any obligations
to provide compensation or remuneration of any kind (other than obligations to
make current wage or salary payments that are terminable at will without
notice).


 


(c)          Except as set forth on Schedule 4.19, each
Credit Party has at all times complied in all material respects, and are in
material compliance with, all applicable laws, rules and regulations
respecting employment, wages, hours, compensation, benefits, and payment and
withholding of taxes in connection with employment, except where the failure to
so comply would not reasonably be expected to have a Material Adverse Effect.


 


(d)         Except as set forth on Schedule 4.19,
except as could not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect, the Credit Parties have at all times
complied with, and are in compliance with, all applicable laws, rules and
regulations respecting occupational health and safety, whether now existing or
subsequently amended or enacted, including the Occupational Safety &
Health Act of 1970, 29 U.S.C. Section 651 et seq. and the state analogies
thereto, all as amended or superseded from time to time, and any common law
doctrine relating to worker health and safety.


 


4.20                           Senior Indebtedness 
The obligations of the Credit Parties hereunder and under the other Loan
Documents constitute “Senior Indebtedness” and “Designated Senior Indebtedness”
under and as defined in the Senior Subordinated Note Indenture.  The subordination provisions of the Senior
Subordinated Note Indenture are enforceable by each Lender and each other
holder of any obligations of the Credit Parties under the Loan Documents in
accordance with their terms.


 


4.21                           Collateral Documents  (a) The
Collateral Documents are or, in the case of each Collateral Document delivered
pursuant to Sections 6.10 and 6.13, will, upon execution and delivery thereof,
be effective to create in favor of the Administrative Agent for the benefit of
the Secured Parties (or in favor of the relevant Secured Parties directly, as
applicable), legal, valid and enforceable Liens on, and security interests in,
the Collateral described therein to the extent intended to be created thereby
and (i) when financing statements and other filings in appropriate 


 


50

















 


form are filed in the
offices specified on the perfection certificates of each Credit Party found in Schedule
I to the Security Agreement and registration achieved (if applicable), (ii) when
all appropriate filings, recordings, endorsements, notarizations, stamping,
registrations and/or notifications are made as required under applicable Law
and (iii) upon the taking of possession or control by the Administrative
Agent of such Collateral with respect to which a security interest may be
perfected only by possession or control (which possession or control shall be
given to the Administrative Agent to the extent possession or control by the
Administrative Agent is required by the Security Agreement), the Liens created
by the Collateral Documents shall constitute fully perfected Liens on, and
security interests in (to the extent intended to be created thereby), all
right, title and interest of the grantors in such Collateral, in each case
subject to no Liens other than Liens permitted under Section 7.2 hereof.


 


(b) When
the Trademark Security Agreement and Copyright Security Agreement is properly
filed in the PTO and UCO, respectively, the Liens created by such Trademark and
Copyright Security Agreements shall constitute fully perfected Liens on, and
security interests in, all right, title and interest of the grantors thereunder
(to the extent intended to be created thereby) in the trademarks and copyrights
to the extent that a security interest can be created under Article 9 of
the UCC and can be perfected by the filing of a financing statement in
accordance therewith, except as the enforcement thereof may be limited by
applicable bankruptcy, insolvency or similar laws affecting the enforcement of
rights of creditors generally and except to the extent that enforcement of
rights and remedies set forth therein may be limited by equitable principles
(regardless of whether enforcement is considered in a court of law or a
proceeding in equity), in each case subject to no Liens other than Liens
permitted hereunder (it being understood that subsequent recordings in the PTO
and UCO may be necessary to perfect a Lien on trademarks and copyrights
acquired by the grantors thereof.


 


4.22                           Insurance Policies. 
Set forth in Schedule 4.22 is a complete and correct summary of
all of the insurance policies for the Borrower.


 


4.23                           Solvency. 
As of the Effective Date (after giving effect to the transactions
contemplated by the Loan Documents and the Camping World Credit Agreement) (i) the
property of each Credit Party, at a fair valuation on a going concern basis,
will exceed its debt; (ii) the capital of each Credit Party will not be
unreasonably small to conduct its business; and (iii) no Credit Party will
have incurred debts, or have intended to incur debts, beyond its ability to pay
such debts as they mature.  For purposes
of this Section 4.23, “debt” shall mean any liability on a claim,
and “claim” shall mean (A) the right to payment, whether or not such right
is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, undisputed, legal, equitable, secured or unsecured, or (B) the
right to an equitable remedy for breach of performance if such breach gives
rise to a right to payment, whether or not such right to an equitable remedy is
reduced to judgment, fixed, contingent, matured, unmatured, undisputed, secured
or unsecured.


 


4.24                           Broker’s or Finder’s Commissions. 
No broker’s or finder’s fee or commission will be payable with respect
to the execution and delivery of this Agreement and the other Loan Documents,
and no other similar fees or commissions will be payable by the Credit Parties
for any other services rendered to the Credit Parties ancillary to the credit
transactions contemplated herein.


 


51

















 


4.25                           OSHA. 
All of the Credit Parties operations are conducted in compliance, in all
material respects, with all applicable rules and regulations promulgated
by the Occupational Safety and Health Administration of the United States
Department of Labor.


 


4.26                           Anti-Terrorism Laws.


 


(i)                                     Anti-Terrorism Laws. 
No Credit Party nor any Affiliate of any Borrower Party is in violation
of any Anti-Terrorism Law or engages in or conspires to engage in any
transaction that evades or avoids, or has the purpose of evading or avoiding,
or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism
Law.


 


(ii)                                  Executive Order No. 13224. 
No Borrower Party nor any Affiliate of any Borrower Party is any of the
following (each a “Blocked Person”):


 


(A)      a Person that is listed in the annex to,
or is otherwise subject to the provisions of, Executive Order No. 13224;


 


(B)        a Person owned or controlled by, or
acting for or on behalf of, any Person that is listed in the annex to, or is
otherwise subject to the provisions of, Executive Order No. 13224;


 


(C)        a Person or entity with which any bank or
other financial institution is prohibited from dealing or otherwise engaging in
any transaction by any Anti-Terrorism Law;


 


(D)       a Person or entity that commits,
threatens or conspires to commit or supports “terrorism” as defined in
Executive Order No. 13224;


 


(E)         a Person or entity that is named as a “specially
designated national” on the most current list published by OFAC at its official
website or any replacement website or other replacement official publication of
such list; or


 


(F)         a Person or entity who is affiliated with
a Person or entity listed above.


 


No Credit Party
nor any Affiliate of any Credit Party (x) conducts any business or engages
in making or receiving any contribution of funds, goods or services to or for
the benefit of any Blocked Person or (y) deals in, or otherwise engages in
any transaction relating to, any property or interests in property blocked pursuant
to Executive Order No. 13224.


 


(iii)                               OFAC.  No Credit
Party nor any Affiliate of any Credit Party is in violation of any rules or
regulations promulgated by OFAC or of any economic or trade sanctions or
engages in administered and enforced by OFAC or conspires to engage in any
transaction that evades or avoids, or has the purpose of evading or avoiding,
or attempts to violate, any of the prohibitions set forth in any rules or
regulations promulgated by OFAC.


 


52

















 


ARTICLE V


 


Conditions


 


5.1                                 Effective Date. 
The obligations of the Lenders to make Loans hereunder shall not become
effective until the date on which each of the following conditions is satisfied
(or waived in accordance with the Intercreditor Agreement):


 


(a)                                  Counterparts of Agreement. 
The Administrative Agent shall have received from each party hereto
either (i) a counterpart of this Agreement signed on behalf of such party
or (ii) written evidence satisfactory to the Administrative Agent and the
Lenders (which may include telecopy transmission of a signed signature page of
this Agreement) that such party has signed a counterpart of this Agreement.


 


(b)                                 Notes.  Each Lender
so requesting shall have received a duly completed and executed promissory note
for such Lender.


 


(c)                                  Corporate Structure. 
The corporate organizational structure, capital structure and ownership
of the Credit Parties, shall be as set forth on Schedules 4.12 and 4.13
annexed hereto.


 


(d)                                 Corporate Matters. 
The Administrative Agent shall have received such documents and
certificates as the Lenders or their counsel may reasonably request relating to
the organization, existence and good standing of each Credit Party, the
authorization of the Transactions and any other legal matters relating to the
Credit Parties, this Agreement, the other Loan Documents or the Transactions,
all in form and substance reasonably satisfactory to the Lenders and their
counsel.


 


(e)                                  Security Interests in Personal and Mixed
Property.  To the extent not otherwise satisfied
pursuant to Section 5.1(f), the Administrative Agent shall have received
evidence satisfactory to it and the Lenders that the Credit Parties shall have
taken or caused to be taken all such actions, executed and delivered or caused
to be executed and delivered all such agreements, documents and instruments,
and made or caused to be made all such filings and recordings (other than the
filing or recording of items described in clauses (iii), (iv) and (v) below)
that may be necessary or, in the opinion of the Administrative Agent and the
Lenders, desirable in order to create in favor of the Administrative Agent, for
the benefit of the Lenders, a valid and (upon such filing and recording)
perfected First Priority security interest in the entire personal and mixed
property Collateral. Such actions shall include, without limitation, the
following:


 


(i)                                     Collateral Documents. 
Delivery to the Administrative Agent of all the Collateral Documents,
duly executed by the applicable Credit Party (or, in the case of the Holding
Company Collateral Documents, the Holding Company), together with accurate and
complete schedules to all such Collateral Documents;


 


(ii)                                  Stock Certificates and Instruments. 
To the extent not previously delivered to the Administrative Agent in
connection with the Existing Credit Agreement, delivery to the Administrative
Agent of (A) certificates (which


 


53
















 


certificates shall
be accompanied by irrevocable undated stock powers, duly endorsed in blank and
otherwise satisfactory in form and substance to the Administrative Agent and
the Lenders) representing all capital stock pledged pursuant to the Pledge Agreement
(or, in the case of the Holding Company, the Holding Company Collateral
Documents) and (B) all promissory notes or other instruments (duly
endorsed, where appropriate, in a manner satisfactory to the Administrative
Agent and the Lenders) evidencing any Collateral;


 


(iii)                               Lien Searches and UCC Termination Statements. 
Delivery to the Administrative Agent of (A) the results of a recent
search, by a Person satisfactory to the Lenders, of all effective UCC financing
statements and fixture filings and all judgment and tax lien filings which may
have been made with respect to any personal or mixed property of any Credit
Party, together with copies of all such filings disclosed by such search, and (B) UCC
termination statements duly executed by all applicable Persons for filing in
all applicable jurisdictions as may be necessary to terminate any effective UCC
financing statements or fixture filings disclosed in such search (other than
any such financing statements or fixture filings in respect of Liens permitted
to remain outstanding pursuant to the terms of this Agreement);


 


(iv)                              UCC Financing Statements and Fixture
Filings.  Delivery to the Administrative Agent of UCC
financing statements (or, where applicable, amendments to existing UCC
financing statements filed against the Credit Parties in favor of the
Administrative Agent) and, where appropriate, fixture filings (or, where
applicable, amendments to existing fixture filings filed against the Credit
Parties in favor of the Administrative Agent), with respect to all personal and
mixed property Collateral of such Credit Party, for filing in all jurisdictions
as may be necessary or, in the opinion of the Administrative Agent and the
Lenders, desirable to perfect the security interests created in such Collateral
pursuant to the Collateral Documents (or maintain the continued perfection of
the security interest in such Collateral granted to the Administrative Agent in
connection with the Existing Credit Agreement);


 


(v)                                 PTO and UCO Cover Sheets, Etc. 
Delivery to the Administrative Agent of all cover sheets or other
documents or instruments required to be filed with the PTO and UCO in order to
create or perfect Liens in respect of any new IP Collateral;


 


(vi)                              Perfection Certificates. 
Delivery to the Administrative Agent by each Credit Party of a
perfection certificate dated the Effective Date substantially in the form of Schedule
I to the form of Security Agreement annexed hereto duly executed by a
Financial Officer of the Borrower;


 


(vii)                           Opinions of Local Counsel. 
Delivery to the Administrative Agent of an opinion of counsel (which
counsel shall be reasonably satisfactory to the Administrative Agent and the
Lenders) under the laws of each jurisdiction in which any Credit Party is
organized or any property or mixed property Collateral is located with respect
to the creation and perfection (or if applicable, the continuation of the
attachment and perfection) of the security interests in favor of the
Administrative 


 


54

















 


Agent in such
Collateral and such other matters governed by the laws of such jurisdiction
regarding such security interests as the Administrative Agent may reasonably
request, in each case in form and substance reasonably satisfactory to the
Administrative Agent and the Lenders; and


 


(viii)                        New York Life Facility.  Delivery to
the Administrative Agent and the Lenders of evidence satisfactory to it and the
Required Lenders that (x) any Liens granted pursuant to the New York Life
Facility shall have been released and terminated.


 


(f)                                    Effective
Date Mortgages; Effective Date Mortgage Policies; Etc.  The Administrative Agent shall have received from each
Credit Party:


 


(i)                                     Effective Date Mortgages. 
Fully executed and notarized Mortgages or, if applicable, amendments to
existing mortgages (each a “Effective Date Mortgage” and, collectively,
the “Effective Date Mortgages”), in proper form for recording in all
appropriate places in all applicable jurisdictions, encumbering each Real
Property Asset listed in Schedule 4.5 (and so identified thereon)
annexed hereto (each a “Effective Date Mortgaged Property” and,
collectively, the “Effective Date Mortgaged Properties”);


 


(ii)                                  Recorded Leasehold Interests. 
In the case of each Real Property Asset listed in clause (ii) of Schedule
4.5 annexed hereto, copies of all leases between any Credit Party and any
landlord or tenant;


 


(iii)                               Landlord Consents and Estoppels. 
In the case of each Real Property Asset listed in clause (ii) of Schedule
4.5, a Landlord Consent and Estoppel with respect thereto and where
required by the terms of any lease, the consent of the mortgagee, ground lessor
or other party;


 


(iv)                              Matters Relating to Flood Hazard
Properties.  (A) Evidence reasonably acceptable to
the Administrative Agent and the Lenders as to whether any Effective Date
Mortgaged Property is a Flood Hazard Property and (B) if there are any
such Flood Hazard Properties, evidence that the applicable Credit Party has
obtained flood insurance with respect to each Flood Hazard Property in amounts
approved by the Administrative Agent and the Lenders, or evidence acceptable to
the Administrative Agent and the Lenders that such insurance is not available;


 


(v)                                 Environmental Indemnity. 
A hazardous materials indemnity agreement, substantially in the form of Exhibit E
annexed hereto, with respect to the indemnification of the Administrative Agent
and the Lenders for any liabilities that may be imposed on or incurred by any
of them as a result of any Hazardous Materials;


 


(vi)                              Title Insurance.  (A) ALTA
mortgagee title insurance policies or unconditional commitments therefor and
title updates and endorsements (the “Effective Date Mortgage Policies”)
issued by the Title Company with respect to the Effective Date Mortgaged
Properties listed (and marked with an asterisk) in 


 


55

















 


Schedule 4.5 annexed hereto, in amounts not less than
the respective amounts designated therein with respect to any particular
Effective Date Mortgaged Properties, insuring fee simple title to, or a valid
leasehold interest in, each such Effective Date Mortgaged Property vested in
such Credit Party and assuring the Administrative Agent that the applicable
Effective Date Mortgages create valid and enforceable First Priority mortgage
Liens on the respective Effective Date Mortgaged Properties encumbered thereby,
subject only to a standard exceptions as may be reasonably acceptable by the
Administrative Agent and the Lenders, which Effective Date Mortgage Policies (I) shall
include all endorsements for matters reasonably requested by the Administrative
Agent and (II) shall provide for affirmative insurance and such
reinsurance as the Administrative Agent may reasonably request, all of the
foregoing in form and substance reasonably satisfactory to the Administrative
Agent and the Lenders; and (B) evidence satisfactory to the Administrative
Agent and the Lenders that such Credit Party has (I) delivered to the
Title Company all certificates and affidavits required by the Title Company in
connection with the issuance of the Effective Date Mortgage Policies and (II) paid
to the Title Company or to the appropriate Governmental Authorities all
expenses and premiums of the Title Company in connection with the issuance of
the Effective Date Mortgage Policies and all recording and stamp taxes
(including mortgage recording and intangible taxes) payable in connection with
recording the Effective Date Mortgages in the appropriate real estate records;


 


(vii)                           Title Reports.  With respect
to each Effective Date Mortgaged Property listed (and marked with an
asterisk) in Schedule 4.5 annexed hereto, a title report issued by
the Title Company with respect thereto, dated not more than 30 days prior to
the Effective Date and satisfactory in form and substance to the Administrative
Agent and the Lenders;


 


(viii)                        Copies of Documents Relating to Title Exceptions. 
Copies of all recorded documents listed as exceptions to title or
otherwise referred to in the Effective Date Mortgage Policies or in the title
reports delivered pursuant to Section 5.1(f)(vii); and


 


(ix)                                Opinions of Local Counsel. 
An opinion of counsel (which counsel shall be reasonably satisfactory to
the Administrative Agent and the Lenders) in each state in which a Effective
Date Mortgaged Property is located with respect to the enforceability of the
form(s) of Effective Date Mortgages to be recorded in such state and such
other matters as the Administrative Agent may reasonably request, in each case
in form and substance reasonably satisfactory to the Administrative Agent and
the Lenders.


 


(g)                                 Environmental Reports and Certificates. 
The Administrative Agent shall have received reports or, if applicable,
updates of reports and other information, in form, scope and substance
satisfactory to the Lenders, regarding environmental matters relating to the
Facilities, which reports shall include a Phase I environmental assessment for
each of the Facilities listed in clause (i) of Schedule 4.5 (and so
identified thereon) annexed hereto which conforms to the ASTM Standard Practice
for Environmental Site Assessments: 
Phase I 


 


56

















 


Environmental Site
Assessment Process E 1527-94 and a transaction screen for each of the
Facilities listed in clause (ii) of Schedule 4.5 (and so
identified thereon) annexed hereto which conforms to the ASTM Standard Practice
for Environmental Site Assessments: 
Transaction Screen Process E 1528-96. 
Such reports shall be conducted by one or more environmental consulting
firms reasonably satisfactory to the Lenders. 
With respect to the Facilities located in multi-tenant office buildings
for which no such reports shall be provided, the Credit Parties will provide a
certificate, satisfactory in form and substance to the Lenders, certifying that
there has been no release of hazardous substances at such Facilities and that
the Credit Parties have complied with Environmental Laws in connection with
such Facilities.


 


(h)                                 Evidence of Insurance. 
The Administrative Agent shall have received a certificate from the
Credit Parties’ insurance broker or other evidence satisfactory to it and the
Lenders that all insurance required to be maintained pursuant to Section 6.5
is in full force and effect and that the Administrative Agent on behalf of the
Lenders has been named as additional insured and loss payee thereunder to the
extent required under Section 6.5.


 


(i)                                     Management; Employment Contracts. 
The senior management structure of the Borrower and its Subsidiaries
shall be as set forth on Schedule 4.11, and the Administrative Agent
shall have received copies of, and the Lenders shall be satisfied with the form
and substance of (i) any and all employment contracts with and senior
management of the Borrower and its Subsidiaries, (ii) any and all shareholders
agreement among any of the shareholders of the Borrower and its Subsidiaries,
and (iii) any stock option plans, phantom stock incentive programs and
similar arrangements provided by the Borrower and its Subsidiaries to any
Person.


 


(j)                                     [Reserved]


 


(k)                                  Intercreditor Agreement. 
The Administrative Agent shall have received from each party to the
Intercreditor Agreement either (i) a counterpart of the Intercreditor
Agreement signed on behalf of such party, or (ii) evidence satisfactory to
the Administrative Agent and the Lenders (which may include telecopy
transmission of a signed signature page of the Intercreditor Agreement)
that such party has signed a counterpart of the Intercreditor Agreement.


 


(l)                                     Necessary Governmental Authorizations and
Consents.  The Borrower shall have obtained all permits,
licenses, authorizations or consents from all Governmental Authorities and all
consents of other Persons with respect to the Loan Documents, and Material
Indebtedness, Liens and agreements listed on Schedule 4.14 (and so
identified thereon) annexed hereto, in each case that are necessary or
advisable in connection with the transactions contemplated by this Agreement,
and the continued operation of the business conducted by the Borrower and its
Subsidiaries, and each of the foregoing shall be in full force and effect, in
each case other than those the failure to obtain or maintain which, either
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect.  No action,
request for stay, petition for review or rehearing, reconsideration or appeal
with respect to any of the foregoing shall be pending, and the time for any
applicable Governmental Authority to take action to set aside its consent on
its own motion shall have expired.


 


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(m)                               Compliance Certificate; Consolidated
Total Leverage Ratio.  The Administrative Agent shall have received
a Compliance Certificate of a Financial Officer of the Borrower, in form and
detail satisfactory to the Lenders, certifying (i) as to the Credit
Parties’ Effective Date compliance with the financial covenants set forth in Section 7.9,
(ii) that the Consolidated Total Leverage Ratio does not exceed 7.90 to 1,
(iii) that the Consolidated Operating Company Leverage Ratio does not
exceed 6.0 to 1 and (iv) that the Consolidated Senior Leverage Ratio does
not exceed 3.25 to 1.


 


(n)                                 [Reserved]


 


(o)                                 Solvency Assurances. 
The Administrative Agent shall have received a certificate from a
Financial Officer of the Borrower to the effect that, as of the Effective Date
and after giving effect to the initial Loans hereunder and to the other
Transactions:


 


(i)                                     the aggregate value of all properties of
the Credit Parties at their present fair saleable value (i.e.,
the amount that may be realized within a reasonable time, considered to be six
months to one year, either through collection or sale at the regular market
value, conceiving the latter as the amount that could be obtained for the
property in question within such period by a capable and diligent businessman
from an interested buyer who is willing to purchase under ordinary selling
conditions), exceed the amount of all the debts and liabilities (including
contingent, subordinated, unmatured and unliquidated liabilities) of the Credit
Parties,


 


(ii)                                  the Credit Parties will not, on a
consolidated basis, have an unreasonably small capital with which to conduct
their business operations as heretofore conducted and


 


(iii)                               the Credit Parties will have, on a consolidated basis,
sufficient cash flow to enable them to pay their debts as they mature.


 


Such certificate shall
include a statement to the effect that the financial projections and underlying
assumptions contained in such analysis are, fair and reasonable and accurately
computed.


 


(p)                                 Financial Officer Certificate. 
The Administrative Agent shall have received a certificate, dated the
Effective Date and signed by the President, a Vice President or a Financial
Officer of the Borrower, confirming compliance with the conditions set forth in
paragraphs (a) and (b) of Section 5.3.


 


(q)                                 Certificate on Holding Company Notes
Indenture.  The Administrative Agent shall have received
a certificate, dated the Effective Date and signed by the President, a Vice
President or a Financial Officer of the Borrower, certifying that the
obligations of the Credit Parties with respect to the Loans are permitted to be
incurred and secured by the assets of the Credit Parties as “Permitted
Indebtedness” under the Holding Company Notes Indenture and the Senior
Subordinated Note Indenture, and that the obligations of the Credit Parties
with respect to the Loans are permitted to be incurred and secured by the
assets of the Credit Parties as “Refinancing Indebtedness” under the Holding
Company Notes Indenture and the Senior 


 


58

















 


Subordinated Note
Indenture and demonstrating in reasonable detail the basis for such
certification.


 


(r)                                    No Material Adverse Effect. 
There shall have occurred no Material Adverse Effect (in the reasonable
opinion of the Administrative Agent) since December 31, 2009 with respect
to the Credit Parties.


 


(s)                                  Opinion of Counsel to Credit Parties. 
The Administrative Agent shall have received a favorable written opinion
(addressed to the Administrative Agent and the Lenders and dated the Effective
Date) of Kaplan, Strangis and Kaplan, P.A., counsel to the Credit Parties,
substantially in the form of Exhibit H annexed hereto and covering
such matters relating to the Credit Parties, this Agreement, the other Loan
Documents or the Transactions as the Required Lenders shall request (and each
Credit Party hereby requests such counsel to deliver such opinion).


 


(t)                                    Affiliate Subordination Agreement. 
Each of the parties to the Affiliate Subordination Agreement shall have
executed and delivered to the Administrative Agent, its counterpart of the
Affiliate Subordination Agreement.


 


(u)                                 Fees and Expenses. 
The Administrative Agent shall have received all fees and other amounts
due and payable on or prior to the Effective Date, including, to the extent
invoiced, reimbursement or payment of all out-of-pocket expenses required to be
reimbursed or paid by the Borrower hereunder.


 


(v)                                 Other Documents. 
The Administrative Agent shall have received such other documents as the
Administrative Agent or any Lender or its counsel shall have reasonably
requested.


 


(w)                               Adams Transactions. 
The Administrative Agent shall have received written evidence
satisfactory to the Lenders in their sole discretion, that, prior to or
concurrently with the Effective Date:


 


(i)                                     [Reserved];


 


(ii)                                  $25.4 million of Holding Company Notes
held by an affiliate of Stephen Adams shall have been irrevocably cancelled or
otherwise caused to be null and void, in each case, in a manner consistent with
the “AHYDO” provisions of the Code; and


 


(iii)                               All “Credit Support” claims previously asserted by
Stephen Adams against any of the Credit Parties and permitted under the
Existing Credit Agreement, shall have been subordinated to the payment in full
of the Loans and to the outstanding Holding Company Notes.


 


(x)                                   Agent Appointment Agreement. 
The Administrative Agent shall have received a duly executed copy of the
Agent Appointment Agreement signed by the applicable Credit Parties and the administrative
agent under the Existing Credit Agreement (the “Existing Administrative
Agent”), on terms satisfactory to the Administrative Agent and the Lenders
in 


 


59

















 


their sole discretion,
along with any other documents, certificates, and consents that the
Administrative Agent and the Lenders may find necessary or desirable to effect
the transfer of all rights and obligations of the Existing Administrative Agent
under the Loan Documents, including without limitation the Collateral
Documents.


 


(y)                                 Debt Purchase Documentation. 
The Existing Administrative Agent shall have received duly executed
copies of each Assignment and Acceptance and any other related documents or
certificates, in each case acceptable to the Lenders in their sole discretion,
necessary or desirable to effect the purchase by the Lenders hereunder of all
obligations outstanding under the Existing Credit Agreement from the lenders
thereunder.


 


(z)                                   Camping World, Inc. Agreement.  Camping World, Inc. and FreedomRoads
shall have entered into an agreement whereby FreedomRoads has agreed to provide
to Camping World, Inc. the audited and unaudited monthly financial
statements of FreedomRoads.


 


(aa)                            Solvency Opinion. 
The Existing Administrative Agent shall have received a true and correct
copy of a solvency opinion with respect to the Borrower including its
consolidated subsidiaries, from Houlihan Smith & Co. having customary
terms, conditions, assumptions and limitations, in each case, acceptable to the
Administrative Agent and the Lenders.


 


(bb)                          Camping World Intercreditor Agreement. 
The Administrative Agent and Lenders shall have received an executed
copy of the Camping World Intercreditor Agreement, which shall be in form and
substance satisfactory to Administrative Agent and Lenders in their sole
discretion.


 


(cc)                            Camping World Credit Facility. 
The Administrative Agent shall have received copies of any and all
agreements, certificates and documents entered into between SunTrust Bank and
any Credit Party in connection with the Camping World Credit Facility, which
shall be in form and substance satisfactory to the Lenders in their sole
discretion.


 


(dd)                          Elimination of Revolving Loans. 
The Administrative Agent and Lenders shall have received evidence, in
the form of a payoff letter or otherwise and in substance satisfactory to the
Lenders in their sole discretion, that the Lenders shall have no obligations
with respect to revolving loans.


 


(ee)                            Liquidity.  The Credit
Parties shall have cash liquidity of no less than $5 million and Availability
(as that term is defined in the Camping World Credit Facility) of no less than
$2 million.


 


The Administrative Agent,
acting upon the confirmation of the Lenders, shall notify the Borrower of the
Effective Date, and such notice shall be conclusive and binding.  Notwithstanding the foregoing, the
obligations of the Lenders to make Loans hereunder shall not become effective
unless each of the foregoing conditions is satisfied (or waived pursuant to Section 10.2)
at or prior to 1:00 p.m., eastern standard time, on March 1, 2010
(and, in the event such conditions are not so satisfied or waived, the
Commitments shall terminate at such time).


 


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5.2                                 [Reserved].


 


5.3                                 Extension of Credit. 
The obligation of each Lender to make a Loan on the Effective Date is
subject to the satisfaction of the following conditions:


 


(a)                                  Representations and Warranties. 
The representations and warranties of each Credit Party set forth in this
Agreement and the other Loan Documents shall be true and correct on and as of
the Effective Date, both before and after giving effect thereto and to the use
of the proceeds thereof (or, if any such representation or warranty is
expressly stated to have been made as of a specific date, such representation
or warranty shall be true and correct as of such specific date).


 


(b)                                 No Defaults. 
At the time of and immediately after giving effect to such Borrowing, no
Default shall have occurred and be continuing.


 


ARTICLE
VI


 


Affirmative
Covenants


 


Until all of the
principal of and interest on each Loan and all fees payable hereunder shall
have been paid in full, each of the Credit Parties covenants and agrees with
the Lenders that:


 


6.1                                 Financial Statements and Other
Information.  The Credit Parties will furnish to the
Administrative Agent and each Lender:


 


(a)                                  as soon as available, but in any event no
later than the earlier of (x) 90 days after the end of each fiscal year of
the Credit Parties and (y) earlier of the date the Holding Company’s or
the Borrower’s financial statements of the type referred to in clause (i) below
are required 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 and the related consolidated and consolidating balance sheets of
the Credit Parties as at the end of such fiscal year, setting forth in each
case in comparative form the corresponding consolidated and consolidating
figures for the preceding fiscal year,


 


(ii)                                  an opinion of independent certified
public accountants of recognized national standing (without a “going concern”
or like qualification or exception, except as permitted pursuant to Schedule
6.1, and without any qualification or exception as to the scope of such
audit) stating that said consolidated financial statements referred to in the
preceding clause (i) fairly present the consolidated financial condition
and results of operations of the Credit Parties as at the end of, and for, such
fiscal year in accordance with GAAP, and a statement of such accountants to the
effect that, in making the examination necessary for their opinion, nothing
came to their attention that caused them to believe that the Borrower was not
in compliance with Section 7.9, insofar as such Section relates to
accounting matters,


 


61

















 


(iii)                               a certificate of a Financial Officer of the Borrower
stating that said consolidating financial statements referred to in the
preceding clause (i) fairly present the respective individual
unconsolidated financial condition and results of operations of the Credit
Parties, in each case in accordance GAAP consistently applied, as at the end of,
and for, such fiscal year, and


 


(iv)                              to the extent that the Borrower is at
such time subject to an obligation to file with the Securities and Exchange
Commission the certifications required pursuant to Sections 302 and 906 of
the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the
applicable rules under the Exchange Act and otherwise in accordance with
the requirements of the Sarbanes-Oxley Act and the Exchange Act, certifications
of each of the chief executive officer and chief financial officer of the
Borrower substantially similar in form and substance to such required
certifications, including a certification that (A) said consolidated
financial statements referred to in the preceding clause (i) do not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading, and (B) such consolidated
financial statements fairly present in all material respects the financial
condition, results of operations and cash flows of the Credit Parties on a
consolidated basis as of and for the periods presented in accordance with GAAP
consistently applied;


 


(b)                                 as soon as available but in any event no
later than the earlier of (x) 45 days after the end of each of the first
three fiscal quarters of the Credit Parties and (y) the date the Holding
Company’s or the Borrower’s financial statements of the type referred to in
clause (i) below are required 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
period and for the period from the beginning of the respective fiscal year to
the end of such period, and the related consolidated and consolidating balance
sheets of the Credit Parties as at the end of such period, setting forth in
each case in comparative form the corresponding consolidated and consolidating
figures for the corresponding period in Credit Parties’ strategic plan for such
period and for the corresponding period in the preceding fiscal year (except
that, in the case of balance sheets, such comparison shall be to the last day
of the prior fiscal year),


 


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


 


62

















 


(iii)                               to the extent that the Borrower is at such time
subject to an obligation to file with the Securities and Exchange Commission
the certifications required pursuant to the Sarbanes-Oxley Act and the
applicable rules under the Exchange Act and otherwise in accordance with
the requirements of the Sarbanes-Oxley Act and the Exchange Act, certifications
of each of the chief executive officer and chief financial officer of the
Borrower substantially similar in form and substance to such required
certifications, including a certification that (A) said consolidated
financial statements referred to in the preceding clause (i) do not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading, and (B) such financial
statements fairly present in all material respects the financial condition,
results of operations and cash flows of the Borrower and its Subsidiaries on a
consolidated basis as of and for the periods presented in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes;


 


(c)                                  as soon as available and in any event
within 20 days after the end of each month, internally prepared financial
statements consisting of consolidated and consolidating statements of income,
and cash flows of the Credit Parties for such month and for the period from the
beginning of the current fiscal year to the end of such month, and the related
consolidated and consolidating balance sheets of the Credit Parties as at the
end of such month setting forth in each case in comparative form the
corresponding consolidated and consolidating figures for the corresponding
period in Credit Parties’ strategic plan for such period;


 


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


 


(e)                                  [Reserved];


 


(f)                                    concurrently with any delivery of
financial statements under clause (a) above, a certificate of the
accounting firm that reported on such financial statements stating whether they
obtained knowledge during the course of their examination of such financial
statements of any Default (which certificate may be limited to the extent
required by accounting rules or guidelines);


 


(g)                                 as soon as available and in any event
within 30 days after the beginning of the fiscal year of the Borrower,
consolidated and consolidating statements of forecasted income for the Credit
Parties for each fiscal month in such fiscal year and a forecasted consolidated
and consolidating balance sheets of the Credit Parties, together with
supporting assumptions which were reasonable when made, as at the end of each
fiscal month, all prepared in good faith in reasonable detail and consistent
with the Borrower’s and the Borrower’s past practices in preparing projections
and otherwise reasonably satisfactory in scope to the Administrative Agent;


 


(h)                                 promptly after the same become publicly
available, copies of all registration statements, regular periodic and other
reports and statements filed by the Holding Company or any Credit Party with
the Securities and Exchange Commission or any


 


63
















 


Governmental Authority
succeeding to any or all of the functions of said Commission or with any
national securities exchange or market quotation system and copies of all press
releases by the Holding Company or any Credit Party;


 


(i)                                     promptly upon the mailing thereof to the
shareholders of the Borrower generally, copies of all financial statements,
reports and proxy or information statements so mailed;


 


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


 


(k)                                  promptly upon the Administrative Agent’s
request, the Borrower shall deliver to the Administrative Agent tapes, disks or
other storage media containing the then-current subscription and membership
lists and other data bases maintained by each of the Credit Parties, together
with the technical specifications for how to read such information, all in form
reasonably satisfactory to the Administrative Agent which may include the
requirement 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 not
divulge such information to any Person prior to the occurrence of an Event of
Default; provided, further however, that after
the occurrence and during the continuation of an Event of Default, the
Administrative Agent may use that information for any lawful purpose (including
a sale of one or more data bases), provided that the Administrative Agent acts
in a commercially reasonable fashion in making such use, but the Administrative
Agent shall have no obligation to make any such use of such information unless
directed to do so by the Required Lenders;


 


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


 


(m)                               promptly following any request therefor,
such other information regarding the operations, business affairs and financial
condition of any Credit Party, or compliance with the terms of this Agreement,
as the Administrative Agent or any Lender may reasonably request.


 


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


 


(a)                                  the occurrence of any Default;


 


(b)                                 the filing or commencement of any action,
suit or proceeding by or before any arbitrator or Governmental Authority
against or affecting any Credit Party or any Affiliate thereof that, if
adversely determined, could reasonably be expected to result in a Material
Adverse Effect;


 


64

















 


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


 


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


 


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


 


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


 


(g)                                 the occurrence of any default under the
Holding Company Notes Indenture or the Senior Subordinated Notes Indenture or
the receipt of any notice delivered by the trustee pursuant to the Holding
Company Notes Indenture or the Senior Subordinated Notes Indenture (and a copy
of such notice shall be delivered to the Administrative Agent).


 


Each notice delivered
under this Section 6.2 shall be accompanied by a statement of a Financial
Officer or other executive officer of the Borrower setting forth the details of
the event or development requiring such notice and any action taken or proposed
to be taken with respect thereto.


 


6.3                                 Existence; Conduct of Business. 
The Credit Parties will do or cause to be done all things necessary to
preserve, renew and keep in full force and effect its legal existence and the
rights, licenses, permits, privileges and franchises material to the conduct of
its business. No Credit Party shall change its corporate, partnership or
limited liability company form or jurisdiction of organization without the
written consent of the Required Lenders or the Administrative Agent on their
behalf, which consent shall not be unreasonably withheld; provided
that such consent shall be predicated upon such amendments to the Loan
Documents as shall 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 its obligations, including Tax
liabilities, that, if not paid, could result in a Material Adverse Effect
before the same shall become delinquent or in default, except where (a) the
validity or amount thereof is being contested in good faith by appropriate
proceedings, (b) such Credit Party has set aside on its books adequate
reserves with respect thereto in accordance with GAAP and (c) the failure
to make payment pending such contest could not reasonably be expected to result
in a Material Adverse Effect.


 


6.5                                 Maintenance of Properties; Insurance. 
The Credit Parties will (a) keep and maintain all property material
to the conduct of its business in good working order and condition, ordinary
wear and tear excepted, and (b) maintain insurance, with financially sound
and 


 


65

















 


reputable insurance
companies, as may be required by law and such other insurance in such amounts
and against such risks as are customarily maintained by companies engaged in
the same or similar businesses operating in the same or similar locations,
including media perils insurance. 
Without limiting the generality of the foregoing, the Credit Parties
will (i) maintain or cause to be maintained flood insurance with respect
to each Flood Hazard Property in amounts approved by the Administrative Agent,
or provide evidence acceptable to the Administrative Agent that such insurance
is not available, (ii) maintain or cause to be maintained replacement
value casualty insurance on the Collateral and media perils insurance under
such policies of insurance, in each case with such insurance companies, in such
amounts, with such deductibles, and covering such terms and risks as are at all
times satisfactory to the Administrative Agent in its commercially reasonable
judgment.  Each such policy of insurance
shall (x) name the Administrative Agent for the benefit of the Lenders as
an additional insured thereunder as its interests may appear and (y) in
the case of each casualty insurance policy, contain a loss payable clause or
endorsement, satisfactory in form and substance to the Administrative Agent
that names the Administrative Agent for the benefit of the Lenders as the loss
payee thereunder for any covered loss in an amount not less than $1,000,000 per
occurrence, with “umbrella” coverage in an aggregate amount not less than
$25,000,000 and provides for at least 30 days prior written notice to the
Administrative Agent of any modifications or cancellation of such policy.


 


6.6                                 Books and Records; Inspection
Rights.  The Credit Parties will keep proper books of
record and account in which full, true and correct entries are made of all
dealings and transactions in relation to its business and activities.  The Credit Parties will permit any
representatives designated by the Administrative Agent or any Lender, upon
reasonable prior notice, to visit and inspect its properties, to examine and
make extracts from its books and records, and to discuss its affairs, finances
and condition with its officers and independent accountants, all at such
reasonable times and as often as reasonably requested.  The Borrower, in consultation with the
Administrative Agent, will arrange for a meeting to be held at least once every
year with the Lenders hereunder at which the business and operations of the
Credit Parties are discussed.


 


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


 


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


 


6.9                                 Use of Proceeds. 
The proceeds of the Loans will be used only for (i) the refinancing
of Indebtedness outstanding under the Existing Credit Agreement, and (ii) to
pay any 


 


66

















 


fees and expenses
incurred in connection with the foregoing transactions and for general
corporate purposes not in contravention of this Agreement.  No part of the proceeds of any Loan will be
used, whether directly or indirectly, for any purpose that entails a violation
of any of the Regulations of the Board, including Regulations T, U
and X.


 


6.10                           Certain Obligations Respecting
Subsidiaries and Collateral Security.


 


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


 


(i)                                     to execute and deliver to the
Administrative Agent the following documents: 
(1) a counterpart to this Agreement (and thereby to become a party
to this Agreement, as a “Guarantor” hereunder), (2) a counterpart to the
Pledge Agreement, (3) a counterpart to the Security Agreement, (4) a
counterpart to the Trademark Security Agreement, (5) a counterpart to the
Copyright Security Agreement and (6) Mortgages and such other instruments
documents and 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 first priority Liens consistent
with the provisions of the applicable Collateral Documents but with respect to
the Camping World Entities subject to the Liens securing the Camping World
Credit Facility; and


 


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


 


(b)                                 Ownership of Subsidiaries. 
No Credit Party shall sell, transfer or otherwise dispose of any shares
of stock in any Subsidiary owned by it, nor permit any Subsidiary to issue any
shares of stock of any class whatsoever to any Person other than to a Credit
Party.  The Credit Parties will take such
action from time to time as shall be necessary to ensure that the percentage of
the equity capital of any class or character owned by it in any Subsidiary on
the Effective Date (or, in the case of any newly formed or newly acquired
Subsidiary, on the date of formation or acquisition) is not at any time
decreased, other than by reason of transfers to another Credit Party.  In the event that any additional shares of
stock shall be issued by any Credit Party, the respective holder of such shares
of stock shall forthwith deliver to the Administrative Agent pursuant to the
Pledge Agreement the certificates evidencing such shares of stock, accompanied
by undated stock powers executed in blank and to take such other action as the
Administrative Agent shall request to perfect the security interest created
therein pursuant to the Pledge Agreement.


 


6.11                           ERISA. 
The Credit Parties will maintain, each Plan in compliance with all
material applicable requirements of ERISA and of the Code and with all
applicable rulings and 


 


67

















 


regulations issued under
the provisions of ERISA and of the Code and will not and not permit any of the
ERISA Affiliates to (a) engage in any transaction in connection with which
the Borrower or any of the ERISA Affiliates would be subject to either a civil
penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed
by 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 Borrower or any ERISA Affiliate is
required to pay as contributions thereto, or permit to exist any accumulated
funding deficiency (as such term is defined in Section 302 of ERISA and Section 412
of the Code), whether or not waived, with respect to any Plan in an aggregate
amount exceeding $50,000 or (c) fail to make any payments in an aggregate
amount exceeding $50,000 to any Multiemployer Plan that the Borrower or any of
the ERISA Affiliates may be required to make under any agreement relating to
such Multiemployer Plan or any law pertaining thereto.


 


6.12                           Environmental Matters; Reporting. 
The Credit Parties will observe and comply with, all laws, rules,
regulations and orders of any government or government agency relating to
health, safety, pollution, hazardous materials or other environmental matters
to the extent non-compliance could result in a material liability or otherwise
have a material adverse effect on the Borrower and the Subsidiaries taken as a
whole.  The Borrower will give the
Administrative Agent prompt written notice of any violation as to any
environmental matter by any Credit Party and of the commencement of any
judicial or administrative proceeding relating to health, safety or
environmental matters (a) in which an adverse effect on any operating
permits, air emission permits, water discharge permits, hazardous waste permits
or other permits held by any Credit Party which are material to the operations
of such Credit Party, or (b) which will or threatens to impose a material
liability on such Credit Party to any Person or which will require a material
expenditure by such Credit Party to cure any alleged problem or violation.


 


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


 


(a)                                  If any Credit Party acquires any Material
Leasehold Property, the Borrower shall, or shall cause such Subsidiary to, use
its best efforts to cause such Leasehold Property to be a Conforming Leasehold
Interest.


 


(b)                                 From and after the Effective Date, in the
event that (i) any Credit Party acquires any fee interest in real property
having a fair market value in excess of $1,000,000 or any Material Leasehold
Property, or the Administrative Agent determines in its sole discretion to
place a Mortgage on any Real Property Asset having a fair market value in
excess of $1,000,000 owned on the Effective Date by any Credit Party if a
Mortgage was not placed on any such Real Property Asset as of the Effective
Date, or (ii) at the time any Person becomes a Subsidiary, such Person
owns or holds any fee interest in real property or any Material Leasehold
Property, in either case excluding any such Real Property Asset the encumbering
of which requires the consent of any applicable lessor or (in the case of
clause (ii) above) any then-existing senior lienholder, where the Credit
Parties are unable to obtain such lessor’s or senior lienholder’s consent (any
such non-excluded Real Property Asset described in the foregoing clause (i) or
(ii) being a “Additional Mortgaged Property”), such Credit Party
shall deliver to the Administrative Agent, as soon as practicable after such
Person acquires such Additional Mortgaged Property, the following:


 


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(i)                                     Additional Mortgages. 
A fully executed and notarized Mortgage (an “Additional Mortgage”),
in proper form for recording in all appropriate places in all applicable
jurisdictions, encumbering the interest of such Credit Party in such Additional
Mortgaged Property;


 


(ii)                                  Surveys.  With respect
to each Additional Mortgaged Property, copies of all existing surveys,
surveyors certificates and such additional surveys or surveyor certificates as
the Administrative Agent may reasonably require;


 


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


 


(iv)                              Landlord Consents and Estoppels. 
In the case of any Additional Mortgaged Property consisting of a
Leasehold Property, (a) a Landlord Consent and Estoppel with respect
thereto and where required by the terms of any lease, the consent of the
mortgagee, ground lessor or other party and (b) evidence that such
Leasehold Property is a Recorded Leasehold Interest;


 


(v)                                 Matters Relating to Flood Hazard
Properties.  (A) Evidence as to whether any
Additional Mortgaged Property is a Flood Hazard Property and (B) if such
Additional Mortgaged Property is a Flood Hazard Property, evidence that the
applicable Credit Party has obtained flood insurance with respect to each Flood
Hazard Property in amounts approved by the Administrative Agent, or evidence
acceptable to the Administrative Agent that such insurance is not available;


 


(vi)                              Title Insurance.  (A) If
required by the Administrative Agent, ALTA mortgagee title insurance policies
or unconditional commitments therefor (the “Additional Mortgage Policies”)
issued by the Title Company with respect to the Additional Mortgaged Property,
in an amount satisfactory to the Administrative Agent, insuring fee simple
title to, or a valid leasehold interest in, each such Additional Mortgaged
Property vested in such Credit Party and assuring the Administrative Agent that
such Additional Mortgage creates a valid and enforceable First Priority
mortgage Lien on such Additional Mortgaged Property, subject only to any
standard exceptions as may be reasonably acceptable to the Administrative
Agent, which Additional Mortgage Policy (I) shall include all endorsements
for matters reasonably requested by the Administrative Agent and (II) shall
provide for affirmative insurance and such reinsurance as the Administrative
Agent may reasonably request, all of the foregoing in form and substance
reasonably satisfactory to the Administrative Agent; and (B) evidence
satisfactory to the Administrative Agent that such Credit Party has (I) delivered
to the Title Company all certificates and affidavits required by the Title
Company in connection with the issuance of the Additional Mortgage Policy and (II) paid
to the Title Company or to the appropriate Governmental Authorities all
expenses and premiums of the Title Company in connection with the issuance of
the Additional Mortgage Policy and all recording and stamp taxes (including
mortgage recording and intangible taxes) payable in 


 


69

















 


connection with
recording the Additional Mortgage in the appropriate real estate records;


 


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


 


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


 


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


 


(x)                                   Opinions of Counsel.  (1) An
favorable opinion of counsel (which counsel shall be satisfactory to the
Administrative Agent and its counsel), as to the due authorization, execution
and delivery by such Credit Party of such Additional Mortgage and such other matters
as the Administrative Agent may reasonably request, and (2) if required by
the Administrative Agent, an opinion of counsel (which counsel shall be
satisfactory to the Administrative Agent and its counsel) in the state in which
such Additional Mortgaged Property is located with respect to the
enforceability of the form of Additional Mortgages to be recorded in such state
and such other matters (including without limitation any matters governed by
the laws of such state regarding personal property security interests in
respect of any Collateral) as the Administrative Agent may reasonably request,
in each case in form and substance reasonably satisfactory to the
Administrative Agent.


 


(c)                                  The Credit Parties will permit an
independent real estate appraiser satisfactory to the Administrative Agent,
upon reasonable notice, to visit and inspect any Additional Mortgaged Property
for the purpose of preparing an appraisal of such Additional Mortgaged Property
satisfying the requirements of all applicable laws and regulations (in each
case to the extent required under such laws and regulations as determined by
the Administrative Agent in its sole discretion).


 


6.14                           Board Observation Rights. 
Each Credit Party shall permit a representative designated by the
Required Lenders (the “Lender Representative”) to attend and participate
in, as a non-voting observer, all meetings of the Board of Directors of each
Credit Party and all meetings of any committee of any such Board of Directors,
provided that if any Lender holds more than fifty percent (50%) of the
outstanding balance of the Loans, that Lender shall designate the Lender
Representative.  In the event that no
Lender holds more than fifty percent 


 


70

















 


(50%) of the outstanding
balance of the Loans, the Required Lenders may designate any representative to
serve as the Lender Representative. Each Credit Party shall agree to give the
Lender Representative the same notice of all such meetings and copies of all
materials distributed to members of such Board of Directors at the same time as
such notice and materials are given to the members of the applicable Board of
Directors, and the Lender Representative will be given the opportunity to
participate in any telephonic meetings of each Board of Directors.  Each Credit Party shall agree to cause its
Board of Directors to meet not less frequently than quarterly.  If it is proposed that any action be taken by
written consent in lieu of a meeting of any Board of Directors or of any committee
thereof, the relevant Credit Party shall agree to give written notice thereof
to the Lender Representative at least five (5) Business Days’ prior to the
effective date of such consent describing in reasonable detail the nature and
substance of such action. 
Notwithstanding anything herein to the contrary, the Lender
Representative may be excused by the relevant Board of Directors from attending
any portion of a Board of Directors or committee meeting (i) to the extent
that attendance by the Lender Representative would jeopardize a Credit Party’s
ability to assert the attorney-client privilege with respect to matters of
material importance to be discussed during a portion of any meeting as
determined by the Board of Directors in good faith or (ii) during which
matters relating to the Loan Documents are to be discussed.  In addition, no person who serves as the
Lender Representative shall have a fiduciary duty to the Borrower.


 


6.15                           Chief Restructuring Officer. 
Within sixty (60) days of the occurrence of an Event of Default or any
death or permanent disability (subject to Section 8.1(s)) of the Chairman
of the Board or the Chief Executive Officer, the Borrower shall engage and
maintain in place, at all times and at its sole expense, a chief restructuring
officer satisfactory to the Required Lenders in their sole discretion (the “Chief
Restructuring Officer”).  Upon and
after engagement, the Chief Restructuring Officer shall have complete and full
access at all times to management of the Credit Parties and to the books and
records of the Credit Parties in order to provide information and advice to the
Credit Parties regarding all aspects of the business, financial condition,
operations, and prospects of the Credit Parties.  The Credit Parties shall consent to the
Administrative Agent or the Lenders contacting the Chief Restructuring Officer
directly with respect to the status of the Credit Parties’ business operations
and the Credit Parties’ prospects and financial condition.  The Credit Parties shall further agree that
the Chief Restructuring Officer and/or Credit Parties shall deliver to the
Administrative Agent copies of any written reports, work product, information,
document or item received by any Credit Party from the Chief Restructuring
Officer, simultaneously with the delivery or receipt of the same, and any other
written reports and work product of the Chief Restructuring Officer that the
Administrative Agent may reasonably request.


 


6.16                         Post-Closing Deliverables. 
The Credit Parties will use their best efforts to promptly and fully
cooperate with the Administrative Agent and the Lenders to comply with all
requests from either or both of the Administrative Agent and the Lenders to
complete any post-closing matters as they arise from time to time, including
but not limited to, providing due diligence information, filing UCC financing
statements and recording documents related to mortgages and leasehold interests
in property, obtaining local counsel opinions, executing control agreements,
and updating insurance policies (for instance, to name the Administrative Agent
as insured on behalf of the Lenders). 
The Borrower shall also promptly pay the reasonable fees and expenses
incurred by the Lenders and the Administrative Agent (and their 


 


71

















 


agents, including
legal counsel and the Title Company) to complete the post-closing items
generally referred to in the preceding sentence pursuant to the terms hereof
and any reimbursement agreement executed between the Borrower and counsel to
the Lenders and any other agreement between the Borrower and any other agent of
the Lender or Administrative Agent, as applicable.


 


6.17                         Subordination by Credit Parties. 
The Credit Parties hereby agree that all present and future Indebtedness
of any Credit Party to any other Credit Party (“Intercompany Indebtedness”)
shall be subordinate and junior in right of payment and priority to the Loans,
and each Credit Party agrees not to make, demand, accept or receive any payment
in respect of any present or future Intercompany Indebtedness, including any
payment received through the exercise of any right of setoff, counterclaim or
cross claim, or any collateral therefor, unless and until such time as the
Loans shall have been indefeasibly paid in full; provided
that, so long as no Default shall have occurred and be continuing and no
Default shall be caused thereby and such Indebtedness is expressly permitted
hereunder, the Credit Parties may make and receive such payments in respect of Intercompany
Indebtedness as shall be customary in the ordinary course of the Credit Parties’
business.  Without in any way limiting
the foregoing, in the event of any insolvency or bankruptcy proceedings, or any
receivership, liquidation, reorganization, dissolution or other similar
proceedings relative to any Credit Party or to its businesses, properties or
assets, the Lenders shall be entitled to receive payment in full of all of the
Loans before any Credit Party shall be entitled to receive any payment in
respect of any present or future Intercompany Indebtedness.


 


6.18                         Camping World Facility Documents. 
Amend, replace, refinance, refund, restructure, supplement, extend or
modify the Camping World Credit Agreement, Camping World Credit Facility or any
other document related thereto, or any of them, in effect on the Effective Date
to contravene the purposes of the Camping World Intercreditor Agreement or in
any manner which, after giving effect to any such modification, would result in
any non-compliance with the terms and 
conditions of the Camping World Intercreditor Agreement.


 


ARTICLE
VII


 


Negative
Covenants


 


Until the principal of
and interest on each Loan and all fees payable hereunder have been paid in
full, the Credit Parties covenant and agree with the Lenders that:


 


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


 


(a)                                  Indebtedness created hereunder;


 


(b)                                 Indebtedness existing on the Effective
Date and set forth in Schedule 4.14 and any extension, renewal, refunding or
replacement of any such Indebtedness that does not increase the principal
amount thereof;


 


(c)                                  Indebtedness of any Credit Party to any
other Credit Party; provided
that, after the Effective Date, the aggregate Indebtedness owed by the Camping
World Entities to the 


 


72

















 


other Credit Parties plus
the aggregate amount of any Investments made by the other Credit Parties in the
Camping World Entities after the Effective Date shall not exceed the
Investments permitted by Section 7.5(a)(i) and such Indebtedness
shall be unsecured and shall only be used for working capital purposes or for
capital expenditures in accordance with Section 7.9(e);


 


(d)                                 Guarantees by any Credit Party of Indebtedness
of any other Credit Party (other than Indebtedness of the Camping World
Entities);


 


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


 


(f)                                    Senior Subordinated Notes in an aggregate
principal amount not in excess of the aggregate amount of the Senior
Subordinated Notes outstanding on the Effective Date;


 


(g)                                 [Reserved];


 


(h)                                 Indebtedness of the Camping World
Entities under the Camping World Credit Facility, provided
that the aggregate principal amount of all obligations of the Credit Parties
under the Camping World Credit Facility shall not exceed $22 million at any
time;


 


(i)                                     [Reserved]; and


 


(j)                                     [Reserved].


 


7.2                                 Liens. No Credit Party will create, incur,
assume or permit to exist any Lien on any Property or asset now owned or
hereafter 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 the Collateral
Documents;


 


(b)                                 any Lien on any property or asset of any
Credit Party existing on the date hereof and set forth in Schedule 4.14,
provided that (i) such Lien shall
not apply to any other property or asset of any Credit Party and (ii) such
Lien shall secure only those obligations which it secures on the date hereof
and extensions, renewals and replacements thereof that do not increase the
outstanding principal amount thereof;


 


(c)                                  Liens imposed by any Governmental
Authority for taxes, assessments or charges not yet due or which are being
contested in good faith and by appropriate proceedings if adequate reserves
with respect thereto are maintained on the books of any Credit Party in accordance
with GAAP;


 


(d)                                 carriers’, warehousemen’s, mechanics’,
materialmen’s, repairmen’s or other like Liens, and vendors’ Liens imposed by
statute or common law not securing the repayment of Indebtedness, arising in
the ordinary course of business which are not overdue for a period of more than
60 days or which are being contested in good faith and by appropriate
proceedings and Liens securing judgments (including, without limitation,
pre-judgment


 


73
















 


attachments) but only to
the extent for an amount and for a period not resulting in an Event of Default
under Section 8.1(j) hereof;


 


(e)           pledges or deposits under worker’s
compensation, unemployment insurance and other social security legislation;


 


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


 


(g)           easements, rights-of-way,
restrictions and other similar encumbrances incurred in the ordinary course of
business and encumbrances consisting of zoning restrictions, easements,
licenses, restrictions on the use of Property or minor imperfections in title
thereto 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 any
Credit Party or interfere with the ordinary conduct of the business of any
Credit Party;


 


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


 


(i)            Liens on fixed or capital assets,
including real or personal property, acquired, constructed or improved by any
Credit Party, provided that (A) such Liens
secure Indebtedness (including Capital Lease Obligations) permitted by the
proviso to Section 7.1(e) (B) such Liens and the Indebtedness
secured thereby are incurred prior to or within 90 days after such acquisition
or the completion of such construction or improvement, (C) the
Indebtedness secured thereby does not exceed the cost of acquiring,
constructing or improving such fixed or capital assets and (D) such security
interests shall not apply to any other property or assets of any Credit Party;


 


(j)            [Reserved]; and


 


(k)           Liens on the assets and equity
interests of the Camping World Entities securing the Indebtedness described in Section 7.1(h).


 


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


 


(a)           endorsements of negotiable instruments
for deposit or collection or similar transactions in the ordinary course of
business,


 


(b)           [Reserved];


 


74

















 


(c)           Guarantees of obligations of any
Credit Party (other than any obligation of any of the Camping World Entities)
by any other Credit Party and Guarantees by the Camping World Entities of the
Indebtedness described in Section 7.1(h); and


 


(d)           [Reserved].


 


7.4                               Fundamental Changes. 
No Credit Party will enter into any transaction of merger or consolidation
or amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution).  No Credit
Party will acquire any business or property from, or capital stock of, or be a
party to any acquisition of, any Person except for purchases of inventory and
other property to be sold or used in the ordinary course of business,
Investments permitted under Section 7.5 and 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 of transactions, any material part of its business or
property, whether now owned or hereafter acquired (including, without
limitation, receivables and leasehold interests, but excluding (x) obsolete
or worn-out property, including leasehold interests, no longer used or useful
in its business, (y) any inventory or other property sold or disposed of
in the ordinary course of business and on ordinary business terms and (z) Sale-Leaseback
Transactions to the extent permitted by Section 7.14).


 


Notwithstanding
the foregoing provisions of this Section 7.4:


 


(a)                   any Subsidiary (other than
any Camping World Entity) may be merged or consolidated with or into any other
Subsidiary (other than any Camping World Entity) or into the Borrower; provided that if any such transaction
shall be between a Subsidiary and a Wholly Owned Subsidiary, the Wholly Owned
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 (upon
voluntary liquidation or otherwise) to any Subsidiary (other than any Camping
World Entity) that is a Wholly Owned Subsidiary of the Borrower;


 


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


 


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


 


7.5                               Investments; Hedging Agreements.


 


(a)           No Credit Party (for purposes of this
Section 7.5 only, “Camping World Entity” will exclude the Borrower)  will make or permit to remain outstanding any
Investment, except:


 


(i)            (A) Investments
by any Credit Party in any other Credit Party existing on the Effective Date or
made prior to the Effective Date, and (B) Investments by:  (i) any Credit Party in any Affinity
Entity; (ii) any Camping World Entity in any other Credit Party; (iii) advances
by any Credit Party to any 


 


75

















 


Affinity Entity, in the ordinary course of business; (iv) provided
that no Event of Default has occurred and is continuing, or would result from
any advance herein described, advances by any Affinity Entity to any Camping
World Entity to the extent of advances made on or after the Effective Date by
the Camping World Entities to the Affinity Entities; (v) advances by any
Camping World Entity to any other Camping World Entity, in the ordinary course
of business; (vi) capital contributions by any Credit Party to any
Affinity Entity; (vii) provided that no Event of Default has occurred and
is continuing, or would result from any capital contribution, dividend or
distribution herein described, capital contributions by any Affinity Entity to
any Camping World Entity to the extent of dividends or distributions made after
the Effective Date by the Camping World Entities to the Affinity Entities; and (viii) capital
contributions by any Camping World Entity to any other Camping World Entity;
provided, however, that with respect to items (iv) and (vii), (1) the
Company shall give notice to the Lenders of any advances, dividends or
distributions received by the Affinity Entities from the Camping World Entities
within five (5) Business Days of receipt which together on a cumulative
basis are greater than $1 million, and each $1 million thereafter,
without deducting any advances or capital contributions by any Affinities
Entity to any Camping World Entities, and (2) no advances or capital
contributions which in the aggregate exceed $1 million, and each $1 million
thereafter, shall be made by the Affiliated Entities to the Camping World
Entities without the prior written consent of the Required Lenders.


 


(ii)           Permitted
Investments;


 


(iii)          Deposit
and operating accounts subject to a control agreement in form and substance
satisfactory to the Required Lenders in favor of the Administrative Agent for
the benefit of the Secured Parties;


 


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


 


(v)           Advances
to employees in the ordinary course of business not exceeding $250,000 in the
aggregate at any one time outstanding;


 


(vi)          [Reserved];


 


(vii)         [Reserved];


 


(viii)               The Unsecured Promissory Note
made by AGRP Holding Corp. to the Borrower dated December 5, 2001 in the
face amount of $4,835,000; and


 


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


 


(b)           From and after the Effective Date, no
Credit Party will enter into any Hedging Agreement without the prior written
consent of the Required Lenders.


 


76

















 


7.6           Restricted Junior Payments and Cash Flow Distributions.


 


No
Credit Party will declare or make any Restricted Junior Payment at any time; provided,
however, that


 


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


 


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


 


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


 


(iv)                  the
Borrower may repurchase Senior Subordinated Notes from the holders of the
Senior Subordinated Notes to the extent permitted in Section 7.12;


 


provided that nothing herein shall be
deemed to prohibit the making of any dividend or distribution by a Subsidiary
to any other Credit Party and by a Camping World Entity to any other Camping
World Entity, provided further however, that no Subsidiary may make any
dividend or distribution to any Affiliate in order to ultimately effect a
payment to any Camping World Entity.


 


7.7           Transactions with
Affiliates.  Except as
expressly permitted by this Agreement, no Credit Party will, directly or
indirectly (a) make any Investment in an Affiliate; (b) transfer,
sell, lease, assign or otherwise dispose of any property to an Affiliate; (c) merge
into or consolidate with an Affiliate, or purchase or acquire property from an
Affiliate; or (d) enter into any other transaction directly or indirectly
with or for the benefit of an Affiliate (including, without limitation,
guarantees and assumptions of obligations of an Affiliate); provided that:


 


(i)            any
Affiliate who is an individual may serve as a director, officer, employee or
consultant of any Credit Party and receive reasonable compensation for his or
her services in such capacity;


 


(ii)           the
Credit Parties may engage in and continue the transactions with or for the
benefit of Affiliates which are described in Schedule 7.7 annexed
hereto;


 


(iii)          CWI
may continue to own and hold the Investment permitted by Section 7.5(a)(ix);


 


77

















 


(iv)          [Reserved];


 


(v)           the
Credit Parties may engage in arms-length transactions for fair market value
with or for the benefit of Affiliates not in excess of $1,000,000 in any fiscal
year in addition to payments and transactions referred to in clauses (i) through
(iv) above;


 


(vi)          [Reserved];


 


(vii)         Camping
World, Inc. may enter into and perform under that certain Joint Venture
Agreement dated on or about March 6, 2006, as amended, with FRH in the
form delivered to the Administrative Agent; provided that all transactions
thereunder shall be  upon fair and
reasonable terms no less favorable to such Credit Party than it would obtain in
a comparable arms-length transactions and any transactions thereunder in excess
of $100,000 in the aggregate in any fiscal year that are not listed on Schedule
7.7 shall be subject to the prior written approval of the Required Lenders.


 


7.8           Restrictive Agreements.  No Credit Party will, directly or indirectly,
enter into, incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon (a) the ability of any
Credit Party to create, incur or permit to exist any Lien upon any of its
property or assets, or (b) the ability of any Subsidiary to pay dividends
or other distributions with respect to any shares of its capital stock or to
make or repay loans or advances to any other Credit Party or to Guarantee
Indebtedness of any other Credit Party; provided that (i) the
foregoing shall not apply to restrictions and conditions imposed by law or by
this Agreement, (ii) the foregoing shall not apply to restrictions and
conditions existing on the date hereof identified on Schedule 7.8 (but
shall apply to any extension or renewal of, or any amendment or modification
expanding the scope of, any such restriction or condition), (iii) the
foregoing shall not apply to customary restrictions and conditions contained in
agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the
Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause
(a) of the foregoing shall not apply to restrictions or conditions imposed
by any agreement relating to secured Indebtedness permitted by this Agreement
if such restrictions or conditions apply only to the property or assets
securing such Indebtedness; (v) clause (a) of the foregoing shall not
apply to customary provisions in leases and other contracts restricting the
assignment thereof; and (vi) the foregoing shall not apply to restrictions
and conditions contained in (A) the Senior Subordinated Notes or the
Senior Subordinated Notes Indenture or (B) the Holding Company Notes or
the Holding Company Notes Indenture and (C) the Camping World Credit Agreement.


 


7.9           Certain Financial
Covenants.


 


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


 


78

















 


	
  Four
  Quarter Period Ending

  	
   

  	
  Ratio

  
	
  June 30, 2010

  	
   

  	
  1.00

  
	
  September 30, 2010

  	
   

  	
  1.05

  
	
  December 31, 2010

  	
   

  	
  1.05

  
	
  March 31, 2011

  	
   

  	
  1.05

  
	
  June 30, 2011

  	
   

  	
  1.15

  
	
  September 30, 2011

  	
   

  	
  1.15

  
	
  December 31, 2011

  	
   

  	
  1.20

  
	
  March 31, 2012

  	
   

  	
  1.20

  
	
  June 30, 2012

  	
   

  	
  1.25

  
	
  September 30, 2012

  	
   

  	
  1.25

  
	
  December 31, 2012

  	
   

  	
  1.30

  
	
  March 31, 2013

  	
   

  	
  1.30

  
	
  June 30, 2013

  	
   

  	
  1.35

  
	
  September 30, 2013

  	
   

  	
  1.35

  
	
  December 31, 2013

  	
   

  	
  1.40

  
	
  March 31, 2014

  	
   

  	
  1.50

  
	
  June 30, 2014

  	
   

  	
  1.50

  
	
  September 30, 2014

  	
   

  	
  1.50

  
	
  December 31, 2014

  	
   

  	
  1.50

  



 


(b)      Consolidated Total Leverage Ratio. 
The Credit Parties will not permit the Consolidated Total Leverage Ratio at any
time during any period below to exceed the ratio set opposite such period below:


 


79

















 


	
  Four
  Quarter Period Ending

  	
   

  	
  Ratio

  
	
  June 30, 2010

  	
   

  	
  7.90

  
	
  September 30, 2010

  	
   

  	
  7.50

  
	
  December 31, 2010

  	
   

  	
  7.25

  
	
  March 31, 2011

  	
   

  	
  7.25

  
	
  June 30, 2011

  	
   

  	
  7.00

  
	
  September 30, 2011

  	
   

  	
  6.75

  
	
  December 31, 2011

  	
   

  	
  6.50

  
	
  March 31, 2012

  	
   

  	
  6.25

  
	
  June 30, 2012

  	
   

  	
  6.00

  
	
  September 30, 2012

  	
   

  	
  5.75

  
	
  December 31, 2012

  	
   

  	
  5.75

  
	
  March 31, 2013

  	
   

  	
  5.50

  
	
  June 30, 2013

  	
   

  	
  5.25

  
	
  September 30, 2013

  	
   

  	
  5.25

  
	
  December 31, 2013

  	
   

  	
  5.00

  
	
  March 31, 2014

  	
   

  	
  5.00

  
	
  June 30, 2014

  	
   

  	
  5.00

  
	
  September 30, 2014

  	
   

  	
  5.00

  
	
  December 31, 2014

  	
   

  	
  5.00

  



 


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


 


80

















 


	
  Four
  Quarter Period Ending

  	
   

  	
  Ratio

  
	
  June 30, 2010

  	
   

  	
  3.25

  
	
  September 30, 2010

  	
   

  	
  3.00

  
	
  December 31, 2010

  	
   

  	
  2.75

  
	
  March 31, 2011

  	
   

  	
  2.75

  
	
  June 30, 2011

  	
   

  	
  2.65

  
	
  September 30, 2011

  	
   

  	
  2.50

  
	
  December 31, 2011

  	
   

  	
  2.40

  
	
  March 31, 2012

  	
   

  	
  2.30

  
	
  June 30, 2012

  	
   

  	
  2.15

  
	
  September 30, 2012

  	
   

  	
  2.15

  
	
  December 31, 2012

  	
   

  	
  2.10

  
	
  March 31, 2013

  	
   

  	
  1.95

  
	
  June 30, 2013

  	
   

  	
  1.80

  
	
  September 30, 2013

  	
   

  	
  1.75

  
	
  December 31, 2013

  	
   

  	
  1.75

  
	
  March 31, 2014

  	
   

  	
  1.75

  
	
  June 30, 2014

  	
   

  	
  1.75

  
	
  September 30, 2014

  	
   

  	
  1.75

  
	
  December 31, 2014

  	
   

  	
  1.75

  



 


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


 


81

















 


	
  Four Quarter Period Ending

  	
   

  	
  Ratio

  
	
  June 30, 2010

  	
   

  	
  1.25

  
	
  September 30, 2010

  	
   

  	
  1.25

  
	
  December 31, 2010

  	
   

  	
  1.25

  
	
  March 31, 2011

  	
   

  	
  1.35

  
	
  June 30, 2011

  	
   

  	
  1.40

  
	
  September 30, 2011

  	
   

  	
  1.45

  
	
  December 31, 2011

  	
   

  	
  1.50

  
	
  March 31, 2012

  	
   

  	
  1.55

  
	
  June 30, 2012

  	
   

  	
  1.60

  
	
  September 30, 2012

  	
   

  	
  1.70

  
	
  December 31, 2012

  	
   

  	
  1.80

  
	
  March 31, 2013

  	
   

  	
  2.00

  
	
  June 30, 2013

  	
   

  	
  2.00

  
	
  September 30, 2013

  	
   

  	
  2.00

  
	
  December 31, 2013

  	
   

  	
  2.15

  
	
  March 31, 2014

  	
   

  	
  2.15

  
	
  June 30, 2014

  	
   

  	
  2.15

  
	
  September 30, 2014

  	
   

  	
  2.15

  
	
  December 31, 2014

  	
   

  	
  2.15

  



 


(e)      Consolidated Operating Company Leverage
Ratio.  The Credit Parties will not permit the Consolidated  Operating Company Ratio as of the end of any
fiscal quarter ending during the periods set forth below to be less than the
ratio set opposite such period below:


 


82

















 


	
  Four Quarter Period Ending

  	
   

  	
  Ratio

  
	
  June 30, 2010

  	
   

  	
  6.00

  
	
  September 30, 2010

  	
   

  	
  5.75

  
	
  December 31, 2010

  	
   

  	
  5.50

  
	
  March 31, 2011

  	
   

  	
  5.50

  
	
  June 30, 2011

  	
   

  	
  5.25

  
	
  September 30, 2011

  	
   

  	
  5.10

  
	
  December 31, 2011

  	
   

  	
  5.00

  
	
  March 31, 2012

  	
   

  	
  4.75

  
	
  June 30, 2012

  	
   

  	
  4.75

  
	
  September 30, 2012

  	
   

  	
  4.50

  
	
  December 31, 2012

  	
   

  	
  4.35

  
	
  March 31, 2013

  	
   

  	
  4.35

  
	
  June 30, 2013

  	
   

  	
  4.25

  
	
  September 30, 2013

  	
   

  	
  4.15

  
	
  December 31, 2013

  	
   

  	
  4.00

  
	
  March 31, 2014

  	
   

  	
  4.00

  
	
  June 30, 2014

  	
   

  	
  4.00

  
	
  September 30, 2014

  	
   

  	
  4.00

  
	
  December 31, 2014

  	
   

  	
  4.00

  



 


(f)       Capital Expenditures.  The
Credit Parties will not permit the aggregate amount of Capital Expenditures to
exceed $5,000,000 in any fiscal year, provided that no more than $2,000,000 in
Capital Expenditures may be allocated to the Camping World Entities.


 


7.10         Lines of Business.  No Credit Party will engage to any
substantial extent in any line or lines of business activity other than (i) the
types of businesses engaged in by the Credit Parties as of the Effective Date, (ii) the
rental and sale of recreational vehicles and (iii) such other lines of
business as may be consented to by the Required Lenders.


 


7.11         Management Compensation.  [Reserved].


 


7.12         Subordinated Indebtedness.  Except as described in Section 2.10(b)(iv),
no Credit Party will purchase, redeem, retire or otherwise acquire for value,
or set apart any money for a sinking, defeasance or other analogous fund for
the purchase, redemption, retirement or


 


83
















 


other acquisition of, or
make any voluntary payment or prepayment of the principal of or interest on, or
any other amount owing in respect of, any Subordinated Indebtedness, except for
regularly scheduled payments or prepayments of principal and interest in
respect thereof required pursuant to the instruments evidencing such
Subordinated Indebtedness.  No Credit
Party will Guarantee any other Subordinated Indebtedness without the prior
consent of the Required Lenders, except that all of the Persons which are
Guarantors hereunder may guaranty the Senior Subordinated Notes, provided that such guarantees are
subordinated to the guarantees set forth in Section 3.1 to the same extent
as the Senior Subordinated Notes is subordinated to the Loans.  Notwithstanding anything to the contrary in
this Agreement, the Borrower may use (i) the net cash payment made in
connection with the amendment of the GMAC Insurance Agreements, and (ii) the
remaining twenty-five percent (25%) of annual Excess Cash Flow not required to
be used to prepay the Loans pursuant to Section 2.10(b)(iv), to purchase
outstanding Senior Subordinated Notes due 2012 at a discount.


 


7.13         Modifications
of Certain Documents.  No
Credit Party will consent to any modification, supplement or waiver of any of
the provisions of any documents or agreements evidencing or governing any
Subordinated Indebtedness or any Sale-Leaseback Transaction, without the prior
consent of the Required Lenders; provided, however, that the Borrower may
consent to a modification, supplement or waiver with respect to the Senior
Subordinated Notes as long as (a) such modification, supplement or waiver
does not increase the principal amount of the Senior Subordinated Notes as of
the date of modification, supplement or waiver, (b) the pro forma
Consolidated Fixed Charge Coverage Ratio following such modification,
supplement or waiver is at least 1.0:1.0, and (c) the Senior Subordinated
Notes have a final maturity at least six months after the Term Loan Maturity
Date.


 


7.14         Sale-Leaseback
Transactions  No Credit Party
will, directly or indirectly, enter into any Sale-Leaseback Transactions
without the prior written consent of the Required Lenders.


 


7.15         Real
Property Leases.  No Credit
Party will enter into or maintain any lease of (or other arrangement conveying
the right to use) real property, as lessee, if immediately after giving effect
thereto, (a) the aggregate maximum fixed rentals paid or payable by the
Credit Parties under all such real property leases of the Credit Parties (excluding
amounts paid or payable on account of maintenance, utilities, ordinary repairs,
insurance, taxes, assessments and other similar charges, whether or not
designated as rental or additional rental) for the succeeding period of four
consecutive fiscal quarters minus (b) the amount of any payments
scheduled to be received by the Credit Parties during such period from the
sublease of leasehold interests would exceed $20,000,000.


 


7.16         Compensation
Payments to Stephen Adams; Management Compensation  No Credit Party shall pay or cause to be paid
any salary, bonuses or other compensation payments to Stephen Adams except (a) in
the event of a change in circumstances related to management personnel or
management structure of the Credit Parties as a result of which Stephen Adams
is performing duties other than those performed by him as Chairman of the Board
of Directors of the Borrower as of the Effective Date, or (b) with the
consent of the Required Lenders.  No Credit Party will accrue any Phantom
Stock Accruals or make any cash payments in respect thereof or otherwise in
respect of Phantom Stock Accruals pursuant to any Phantom Stock Agreements or
otherwise.


 


84

















 


7.17         Restrictions
on the Holding Company  The
Holding Company Collateral Documents shall provide that the Holding Company
will not engage in any business activities other than ownership of all the
outstanding equity of the Borrower and ongoing activities related to the
outstanding Holding Company Notes and will not create, incur, assume or permit
to exist any Indebtedness other than the Holding Company Notes in an aggregate
principal amount not in excess of the principal amount of the Holding Company
Notes issued on the date of initial issuance thereof (plus any notes issued to
pay interest thereon in accordance with the Holding Company Notes
Indenture).  The Holding Company
Collateral Documents shall provide that the Holding Company will not consent to
any modification, amendment, supplement or waiver of the Holding Company Notes
Indenture without the prior consent of the Required Lenders; provided, however,
that the consent of the Required Lenders shall not be required in connection
with a modification, supplement or waiver with respect to the Holding Company
Notes as long as (a) such modification, supplement or waiver does not
increase the principal amount of the Holding Company Notes as of the date of
modification, supplement or waiver, (b) the Holding Company Notes have a
final maturity at least six months after the Term Loan Maturity Date.


 


7.18         Restrictions
on CWFR.  (a) The Credit
Parties will not permit CWFR to (i) engage in any business activities or
create, incur, assume or permit to exist any Indebtedness other than ownership
of the FRH Preferred Equity Interest and ongoing activities related thereto, (ii) agree
to any amendment, modification, supplement or waiver to any of the terms of the
FRH Preferred or any agreement which limits or restricts the rights of the
members of 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 Equity Interest unless, as a result thereof, the Credit
Parties have received an amount at least equal to the Liquidation Payment, or (iv) agree
to the filing of any voluntary bankruptcy petition or similar filing by FRH
without the prior consent of the Required Lenders.


 


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


 


ARTICLE
VIII



Events of Default


 


8.1           Events of
Default.


 


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


 


(a)           the
Credit Parties shall fail to pay any principal of, or interest on, any Loan, or
other amount payable under this Agreement or any fee payable under this
Agreement or any other agreement to the Administrative Agent or the Lenders,
when and as the same shall become due and payable, whether at the due date
thereof or at a date fixed for prepayment thereof or otherwise;


 


85

















 


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


 


(c)           the Credit Parties
shall fail to observe or perform any covenant, condition or agreement contained
in Article VI or in Article VII;


 


(d)           any Credit Party shall
fail to observe or perform any covenant, condition or agreement contained in
this Agreement (other than those specified in clauses (a), (b) or (c) of
this Article) or any other Loan Document, and such failure shall continue
unremedied for a period of 30 days after notice thereof from the Administrative
Agent (given at the request of the Required Lenders) to the Borrower;


 


(e)           any Credit Party shall
fail to 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 due and payable;


 


(f)            any event or condition
occurs that results in any Material Indebtedness becoming due prior to its
scheduled maturity or that enables or permits (with or without the giving of
notice, the lapse of time or both) the holder or holders of any Material
Indebtedness or any trustee or Administrative Agent on its or their behalf to
cause any Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled maturity;


 


(g)           an involuntary
proceeding shall be commenced or an involuntary petition shall be filed seeking
(i) liquidation, reorganization or other relief in respect of the Parent,
the Holding Company or any Credit Party or its debts, or of a substantial part
of its assets, under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Parent, the Holding Company or any Credit Party or for
a substantial part of its assets;


 


(h)           the Parent, the Holding
Company or any Credit Party shall (i) voluntarily commence any proceeding
or file any petition seeking liquidation, reorganization or other relief under
any Federal, state or foreign bankruptcy, insolvency, receivership or similar
law now or hereafter in effect, (ii) consent to the institution of, or
fail to contest in a timely and appropriate manner, any proceeding or petition
described in clause (g) of this Article, (iii) apply for or consent
to the appointment of a receiver, trustee, custodian, sequestrator, conservator
or similar official for the Parent, the Holding Company or any Credit Party or
for a substantial part of its assets, (iv) file an answer admitting the
material allegations of a petition filed against it in any such proceeding, (v) make
a general assignment for the benefit of creditors or (vi) take any action
for the purpose of effecting any of the foregoing;


 


86

















 


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


 


(j)            a final judgment or
judgments for the payment of money in excess of $1,000,000 in the aggregate
(exclusive of judgment amounts fully covered by insurance where the insurer has
admitted liability in respect of such judgment) shall be rendered by a one or
more courts, administrative tribunals or other bodies having jurisdiction
against any Credit Party and the same shall not be discharged with the prior
written approval of the Required Lenders (or provision shall not be made for
such discharge with the prior written approval of the Required Lenders), or a
stay of execution thereof shall not be procured, within 60 days from the date
of entry thereof and the relevant Credit Party shall not, within said period of
60 days, or such longer period during which execution of the same shall have
been stayed, appeal therefrom and cause the execution thereof to be stayed
during such appeal;


 


(k)           an ERISA Event shall
have occurred that, in the opinion of the Required Lenders, when taken together
with all other ERISA Events that have occurred, could reasonably be expected to
result in a Material Adverse Effect;


 


(l)            a reasonable basis
shall exist for the assertion against any Credit Party (or there shall have
been asserted 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 or
any of its Subsidiaries or Affiliates, or any predecessor in interest of any
Credit Party or any of its Subsidiaries or Affiliates, or relating to any site
or facility owned, operated or leased by any Credit Party or any of its
Subsidiaries or Affiliates, which claims or liabilities (insofar as they are
payable by any Credit Party or any of its Subsidiaries but after deducting any
portion thereof which is reasonably expected to be paid by other credit worthy
Persons jointly and severally liable therefor), in the judgment of the Required
Lenders are reasonably likely to be determined adversely to any Credit Party or
any of its Subsidiaries, and the amount thereof is, singly or in the aggregate,
reasonably likely to have a Material Adverse Effect;


 


(m)          a Change of Control
shall occur and be continuing;


 


(n)           any of the following
shall occur:  (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 be covered thereby; (ii) except
for expiration in accordance with its respective terms, any Collateral Document
shall for whatever reason be terminated, or shall cease to be in full force and
effect; or (iii) the enforceability of any Collateral Document shall be
contested by any Credit Party;


 


(o)           any Guarantor or the
Holding Company shall assert that its obligations hereunder or under the
Collateral Documents shall be invalid or unenforceable;


 


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


 


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(q)           any holder of the
Camping World Credit Facility shall assert that such credit facility secured by
any assets of Credit Parties other than the Camping World Entities;


 


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


 


(s)           (i) Stephen Adams
shall cease to serve as Chairman of the Board of Directors of Borrower or he
otherwise becomes permanently disabled and, in each case, he is not replaced
within sixty (60) calendar days by an interim Chairman of the Board of
Directors and within sixty (60) days thereafter by a permanent Chairman of the
Board of Directors, each to Administrative Agent’s satisfaction in its sole
discretion, or any such replacement Chairman of the Board of Directors ceases
to serve in such capacity or otherwise becomes permanently disabled unless
replaced in the same time period and to Administrative Agent’s sole
satisfaction; and (ii) Michael Schneider ceases to serve as Chief
Executive Officer of the Borrower or he otherwise becomes permanently disabled
and, in each case, he is not replaced within one hundred twenty (120) calendar
days by an interim Chief Executive Officer to Administrative Agent’s
satisfaction in its sole discretion (provided, however, that there must be an
interim management transition plan satisfactory to the Administrative Agent and
Lenders in place at all times), or any such replacement Chief Executive Officer
ceases to serve in such capacity or otherwise becomes permanently disabled
unless replaced in the same time period and to Administrative Agent’s sole
satisfaction; for purpose of this clause (s) and Section 6.15, the
term “permanently disabled” shall mean the inability of either Stephen Adams or
Michael Schneider, as applicable, to perform the duties and responsibilities as
Chairman of the Board or Chief Executive Officer, as applicable, of the
Borrower by reason of illness or other physical or mental impairment or
condition, if such inability continues for an uninterrupted period of
forty-five (45) calendar days or more or a total of forty-five (45) calendar
days or more during any 360 day period; a period of inability shall be “uninterrupted”
unless and until such person returns to full-time work for a continuous period
of at least thirty (30) calendar days;


 


(t)            within ten (10) Business
Days of the first day on which all or a portion of $8.4 million of Holding
Company Notes held by an affiliate of Stephen Adams is no longer subject to any
encumbrance on, or pledge of, such Holding Company Notes, Stephen Adams shall
fail to cause all or such portion thereof, as applicable, to be irrevocably
converted to the capital of the Holding Company;


 


(u)           A default or an event
of default shall have occurred under the Camping World Credit Facility, which
default or event of default entitles the Camp World Lenders to accelerate the
maturity of the indebtedness thereunder;


 


(v)           The Availability (such
term, together with each of the other defined terms which constitute the
definition of Availability, as defined in the Camping World Credit Facility as
of the Effective Date) shall be zero or less than zero for any five (5) day
period; provided, however, that (in addition to any other rights held by the
Lenders pursuant to this Agreement) during such period no transfer of any
asset, payment, dividend or distribution shall be made by 


 


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any Credit Party
to any Camping World Entity without the prior written approval of the Required
Lenders;


 


then, and in every such
event (other than an event with respect to the Credit Parties described in
clause (g) or (h) of this Article), and at any time thereafter during
the continuance of such event, the Administrative Agent may, and at the request
of the Required Lenders shall, by notice to the Credit Parties, take any or all
of the following actions, at the same or different times:  (i) declare the Loans then outstanding
to be due and payable in whole (or in part, in which case any principal not so
declared to be due and payable may thereafter be declared to be due and
payable), and thereupon the principal of the Loans so declared to be due and
payable, together with accrued interest thereon and all fees and other
obligations of the Credit Parties accrued hereunder, shall become due and
payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Credit Parties, and (ii) the
Administrative Agent may exercise all of the rights as secured party and
mortgagee under the Collateral Documents; and in case of any event with respect
to the Credit Parties described in clause (g) or (h) of this Article,
the principal of the Loans then outstanding, together with accrued interest
thereon and all fees and other obligations of the Credit Parties accrued
hereunder, shall automatically become due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Credit Parties, and the Administrative Agent shall be permitted to exercise
such rights as secured party and mortgagee under the Collateral Documents to
the extent permitted by applicable law.


 


8.2           Receivership.  Without limiting the generality of the
foregoing or limiting in any way the rights of the Administrative Agent or the
Lenders under the Collateral Documents or otherwise under applicable law, at
any time after (i) the entire principal balance of any Loan shall have
become due and payable (whether at maturity, by acceleration or otherwise) and (ii) the
Administrative Agent shall have provided to the Credit Parties not less than
ten (10) days prior written notice of its intention to apply for a
receiver, the Administrative Agent shall be entitled to apply for and have a
receiver appointed under state or federal law by a court of competent
jurisdiction in any action taken by the Administrative Agent to enforce the
Lenders’ and Administrative Agent’s rights and remedies hereunder and under the
Collateral Documents in order to manage, protect, preserve, sell and otherwise
dispose of all or any portion of the Collateral and continue the operation of
the business of the Credit Parties, and to collect all revenues and profits
thereof and apply the same to the payment of all expenses and other charges of
such receivership, including the compensation of the receiver, and to the
payment of the Loans and other fees and expenses due hereunder and under the
Collateral Documents as aforesaid until a sale or other disposition of such
Collateral shall be finally made and consummated.  THE CREDIT PARTIES HEREBY IRREVOCABLY CONSENT
TO AND WAIVE ANY RIGHT TO OBJECT TO OR OTHERWISE CONTEST THE APPOINTMENT OF
RECEIVER AS PROVIDED ABOVE.  THE CREDIT PARTIES
(I) GRANT SUCH WAIVER AND CONSENT KNOWINGLY AFTER HAVING DISCUSSED THE IMPLICATIONS
THEREOF WITH COUNSEL, (II) ACKNOWLEDGE THAT (A) THE UNCONTESTED RIGHT
TO HAVE A RECEIVER APPOINTED FOR THE FOREGOING PURPOSES IS CONSIDERED ESSENTIAL
BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE ENFORCEMENT OF THE LENDERS’
AND ADMINISTRATIVE AGENT’S RIGHTS AND REMEDIES HEREUNDER AND UNDER THE
COLLATERAL DOCUMENTS, AND (B) THE AVAILABILITY OF SUCH


 


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APPOINTMENT AS A REMEDY
UNDER THE FOREGOING CIRCUMSTANCES WAS A MATERIAL FACTOR IN INDUCING THE LENDERS
TO MAKE THE LOANS TO THE BORROWER; AND (III) AGREE TO ENTER INTO ANY AND
ALL STIPULATIONS IN ANY LEGAL ACTIONS, OR AGREEMENTS OR OTHER INSTRUMENTS IN
CONNECTION WITH THE FOREGOING AND TO COOPERATE FULLY WITH THE ADMINISTRATIVE
AGENT AND THE LENDERS IN CONNECTION WITH THE ASSUMPTION AND EXERCISE OF CONTROL
BY THE RECEIVER OVER ALL OR ANY PORTION OF THE COLLATERAL.  THE LENDERS AND THE ADMINISTRATIVE AGENT
ACKNOWLEDGE AND AGREE THAT NOTHING IN THIS SECTION 8.2 SHALL BE DEEMED TO
CONSTITUTE A WAIVER OF THE CREDIT PARTIES’ RIGHT TO FILE FOR PROTECTION UNDER
TITLE 11 OF THE UNITED STATES CODE AT ANY TIME PRIOR TO THE APPOINTMENT OF A
RECEIVER.


 


ARTICLE
IX



The Administrative Agent


 


9.1           Appointment
and Authorization.  Each of
the Lenders hereby irrevocably appoints Wilmington Trust FSB as its
Administrative Agent and authorizes the Administrative Agent to take such
actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such actions and powers as are reasonably incidental
thereto.


 


9.2           Agents’
Rights as Lenders.  Any Lender
serving as an Administrative Agent hereunder shall have the same rights and
powers in its capacity as a Lender hereunder as any other Lender and may
exercise the same as though it were not an Administrative Agent, and such
Lenders and their Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with any Credit Party or any Subsidiary
or other Affiliate of any thereof as if it were not an Administrative Agent
hereunder.


 


9.3           Duties As
Expressly Stated.  The
Administrative Agent shall not have any duties or obligations except those
expressly set forth in this Agreement and the other Loan Documents.  Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any
fiduciary or other implied duties, regardless of whether a Default has occurred
and is continuing, (b) the Administrative Agent shall not have any duty to
take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by this Agreement and
the other Loan Documents that the Administrative Agent are required to exercise
in writing by the Required Lenders, and (c) except as expressly set forth
herein and in the other Loan Documents, the Administrative Agent shall not have
any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to any Credit Party or any of their respective
Subsidiaries that is communicated to or obtained by Wilmington Trust FSB or any
of its Affiliates in any capacity.  The
Administrative Agent shall not be liable for any action taken or not taken by
it with the consent or at the request of the Required Lenders or, if provided
herein, with the consent or at the request of the Required Lenders, or in the
absence of its own gross negligence or willful misconduct.  The Administrative Agent shall not be deemed
to have knowledge of any Default unless and until written notice thereof is
given to the Administrative Agent by the Borrower or a Lender, and the
Administrative Agent shall not 


 


90

















 


be responsible for or
have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or the other Loan
Documents, (ii) the contents of any certificate, report or other document
delivered hereunder or under any of the other Loan Documents or in connection
herewith of therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein or in any
other Loan Document, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, the other Loan Documents or any other agreement,
instrument or document, (v) the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of, or the perfection or
priority of any Lien or security interest created or purported to be created
under or in connection with, any Loan Document or any other instrument or
document furnished pursuant thereto, or (vi) the satisfaction of any
condition set forth in Article V or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent.  The Administrative
Agent shall not, except to the extent expressly instructed by the Required
Lenders with respect to collateral security under the Collateral Documents, be
required to initiate or conduct any litigation or collection proceedings
hereunder or under any other Loan Document; provided, however,
that the Administrative Agent shall not be required to take any action which
exposes the Administrative Agent to personal liability or which is contrary to
the Loan Documents or applicable law.


 


9.4           Reliance By
Administrative Agent.  The
Administrative Agent 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 believed by it to be genuine
and to have been signed or sent by the proper Person.  The Administrative Agent also may rely upon
any statement made to it orally or by telephone and believed by it to be made
by the proper Person, and shall not incur any liability for relying
thereon.  The Administrative Agent may
consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by them, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.


 


9.5           Action
Through Sub-Administrative Agents. 
The Administrative Agent may perform any and all of its duties, and
exercise its rights and powers, by or through any one or more
sub-Administrative Agents appointed by the Administrative Agent in good
faith.  The Administrative Agent and any
such sub-Administrative Agent may perform any and all its duties and exercise
its rights and powers through its Related Parties.  The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-Administrative Agent and to the Related
Parties of the Administrative Agent and any such sub-Administrative Agent.


 


9.6           Resignation
of Administrative Agent and Appointment of Successor Administrative Agent.  Subject to the appointment and acceptance of
a successor Administrative Agent, as provided in this paragraph, the
Administrative Agent may resign at any time by notifying the Lenders and the
Borrower.  Upon any such resignation, the
Required Lenders shall have the right, in consultation with the Borrower, to
appoint a successor Administrative Agent. 
If no successor shall have been so appointed and shall have accepted
such appointment within 30 days after such retiring Administrative Agent gives
notice of its resignation, then such retiring Administrative Agent may, on
behalf of the Lenders, appoint a successor Administrative Agent, which shall be
a bank with an office in Boston, Massachusetts or New York, New York, or an
Affiliate of any such bank.  Upon the
acceptance of its 


 


91

















 


appointment as an
Administrative Agent, by a successor, such successor shall succeed to and
become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder and under the other Loan
Documents.  The fees payable by the Borrower
to a successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such
successor.  After an Administrative Agent’s
resignation hereunder, the provisions of this Article and Section 10.3
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as an Administrative Agent.


 


9.7           Lenders’
Independent Decisions.  Each
Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. 
Each Lender also acknowledges that it will, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it shall from time to time deem appropriate,
continue to make its own decisions in taking or not taking action under or
based upon this Agreement and the other Loan Documents, any related agreement
or any document furnished hereunder or thereunder.  Except as explicitly provided herein, the
Administrative Agent has no duty or responsibility, either initially or on a
continuing basis, to provide any Lender with any credit or other information
with respect to such operations, business, property, condition or
creditworthiness, whether such information comes into its possession on or
before the first Event of Default or at any time thereafter.


 


9.8           [Reserved].


 


9.9           Indemnification.
Each Lender agrees to indemnify and hold harmless the Administrative Agent (to
the extent not reimbursed under Section 10.3, but without limiting the
obligations of the Credit Parties under Section 10.3), ratably in
accordance with the aggregate outstanding amount of the Loans held by the
Lenders, for any and all liabilities (including pursuant to any Environmental
Law), obligations, losses, damages, penalties, actions, judgments,
deficiencies, suits, costs, expenses (including reasonable attorney’s fees) or
disbursements of any kind and nature whatsoever that may be imposed on,
incurred by or asserted against the Administrative Agent (including by any
Lender) arising out of or by reason of any investigation in or in any way
relating to or arising out of any Loan Document or any other documents
contemplated by or referred to therein for any action taken or omitted to be
taken by the Administrative Agent under or in respect of any of the Loan
Documents or other such documents or the transactions contemplated thereby or
the enforcement of any of the terms hereof or thereof or of any such other
documents; provided, however, that no Lender shall
be liable for any of the foregoing to the extent they are determined by a court
of competent jurisdiction in a final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of the party to be
indemnified.  Without limiting the
foregoing, each Lender agrees to pay or reimburse the Administrative Agent
promptly upon demand for its ratable share of any costs, fees and expenses
(including without limitation, fees and expenses of counsel) payable by the
Borrower under Sections 10.3 and 2.11, to the extent that the Administrative
Agent is not promptly paid or reimbursed for such costs, fees and expenses by
the Borrower.  The agreements set forth
in this Section 9.9 shall survive the payment of all Loans and other
obligations hereunder and shall be 


 


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in addition to and not in
lieu of any other indemnification agreements contained in any other Loan
Document.


 


9.10        Consents
Under Other Loan Documents. 
Except as otherwise provided in this Agreement and the other Loan
Documents, the Administrative Agent may, with the prior consent of the Required
Lenders (but not otherwise), consent to any modification, supplement or waiver
under any of the other Loan Documents.


 


ARTICLE X


 


Miscellaneous


 


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


 


(a)           if to any Credit Party,
to 64 Inverness Drive East, Englewood, Colorado 80112, Attention of Thomas F.
Wolfe (Telecopy No. (303) 792-7322);


 


(b)           if to the
Administrative Agent, to Wilmington Trust FSB, 50 South Sixth Street, Suite 1290,
Minneapolis, MN 55402, Attention: 
Jeffery T. Rose (Telecopy No. (612 -217-5651)), with a copy to
Ropes & Gray LLP, 1211 Avenue of the Americas, New York, NY  10036, Attention.  Mark R. Somerstein (Telecopy No. (212)
596-9090)); and


 


(c)           if to any Lender, to it
at its address (or telecopy number) set forth in its Administrative
Questionnaire.


 


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


 


10.2        Waivers; Amendments.


 


(a)           No
failure or delay by the Administrative Agent or any Lender in exercising any right
or power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Administrative
Agent and the Lenders hereunder are cumulative and are not exclusive of any
rights or remedies that they would otherwise have.  No waiver of any provision of this Agreement
or consent to any departure by any Credit Party therefrom shall in any event be
effective unless the same shall be permitted by the Section 10.2(b), and
then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. 
Without limiting the generality of the foregoing, the making of a Loan
shall not be construed as a waiver of any Default, regardless of whether the
Administrative Agent or any Lender may have had notice or knowledge of such
Default at the time.


 


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(b)         Neither this Agreement
nor any provision hereof may be waived, amended or modified except pursuant to
an agreement or agreements in writing entered into by the Borrower and the
Required Lenders or by the Borrower and the Administrative Agent with the consent
of the Required Lenders; provided, in
each case, that no such agreement shall:


 


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


 


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


 


(iii)                  postpone
the scheduled date of payment of the principal amount of any Loan, or any
interest thereon, or any fees payable under this Agreement, or reduce the
amount of, waive or excuse any such payment, change the maturity date of any
Loan or postpone the scheduled date of expiration of any Commitment, without
the written consent of each Lender affected thereby;


 


(iv)                  change
Section 2.10(c) hereof in a manner that would alter the application
of prepayments thereunder, without in each case the written consent of each
Lender;


 


(v)                   alter
the rights or obligations of the Borrower to prepay Loans, other than mandatory
prepayments required by Section 2.10(b) of this Agreement, without
the written consent of each Lender; provided
that Section 2.10(b)(ii) of this Agreement may not be amended in a
manner adverse to the Effective Date Assignee or its assigns without the
consent of the Effective Date Assignee or its assigns;


 


(vi)                  change
any of the provisions of this Section 10.2 or the definition of “Required
Lenders” or any other provision hereof specifying the number or percentage of
Lenders required to waive, amend or modify any rights hereunder or under any other
Loan Document or make any determination or grant any consent hereunder or
thereunder, without the written consent of each Lender;


 


(vii)                 release
any of the Guarantors from their obligations in respect of its Guarantee under Article III
hereof or release all or substantially all of the Collateral (or terminate any
Lien with respect thereto), except in connection with a disposition of all of
the shares of capital stock of a subsidiary in a transaction permitted
hereunder, under this Agreement, or as to which the Required Lenders have
provided their prior written consent or as otherwise expressly permitted in
this Agreement, without the written consent of each Lender;


 


(viii)                waive
any of the conditions precedent specified in Section 5.1 hereof, without
the written consent of each Lender and the Administrative Agent;


 


(ix)                   [Reserved];
or


 


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(x)                    change
Section 2.17 of this Agreement in a manner that would alter the pro rata
sharing of payments required hereby;


 


provided  further that no
such agreement shall amend, modify or otherwise affect the rights or duties of
the Administrative Agent hereunder without the prior written consent of the
Administrative Agent.


 


(c)          None
of the Collateral Documents nor any provision thereof may be waived, amended or
modified except pursuant to an agreement or agreements in writing entered into
by the Credit Parties party thereto, and by the Administrative Agent with the
consent of the Required Lenders.


 


(d)         The
Administrative Agent and the Lenders agree that if all of the capital stock of
or other equity interests in any Subsidiary that is owned by the Credit Parties
is sold or distributed to any Person as permitted by the terms of this
Agreement, the Loan Documents and the Collateral Documents, or if any
Subsidiary is merged or consolidated with or into any other Person as permitted
by the terms of the Loan Documents and such Subsidiary is not the continuing or
surviving corporation, the Administrative Agent shall, upon request of the
Borrower (and upon the receipt by the Administrative Agent of such evidence as
the Administrative Agent or any Lender may reasonably request to establish that
such sale, distribution, merger or consolidation is permitted by the terms of
this Agreement), terminate the Guarantee of such Subsidiary under Article 3
hereof and authorize the Administrative Agent to release the Lien created by
the Collateral Documents on any capital stock of or other equity interests in
such Subsidiary.


 


10.3       Expenses; Indemnity:  Damage
Waiver.


 


(a)           The Credit Parties jointly and
severally agree to pay, or reimburse the Administrative Agent or Lenders for
paying, (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent, including the reasonable fees, charges and disbursements
of counsel, in connection with the syndication of the credit facilities
provided for herein, the preparation of this Agreement and the other Loan
Documents or any amendments, modifications or waivers of the provisions hereof
or thereof (whether or not the transactions contemplated hereby or thereby
shall be consummated), (ii) all out-of-pocket expenses incurred by the
Administrative Agent, or any Lender, including the fees, charges and
disbursements of any counsel for such Administrative Agent, or the Lenders, in
connection with the enforcement or protection of its rights in connection with
this Agreement and the other Loan Documents, including its rights under this Section 10.3,
or in connection with the Loans made hereunder, including in connection with
any workout, restructuring or negotiations in respect thereof, and (iii) all
transfer, stamp, documentary or other similar taxes, assessments or charges
levied by any governmental or revenue authority in respect of this Agreement or
any of the other Loan Documents or any other document 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 by any Collateral Document or any other document
referred to therein.


 


(b)           The Credit Parties jointly and
severally agree to indemnify the Administrative Agent, each Lender and each
Related Party of any of the foregoing Persons (each such Person being called an
“Indemnitee”) against, and hold each Indemnitee harmless from, any 


 


95

















 


and all losses, claims,
damages, liabilities and related expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted
against any Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement, the other Loan Documents or any
agreement or instrument contemplated hereby, the performance by the parties
hereto and thereto of their respective obligations hereunder or thereunder or
the consummation of the Transactions or any other transactions contemplated
hereby or thereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any
actual or alleged presence or release of Hazardous Materials on or from any
property owned or operated by any Credit Party or any of their subsidiaries, or
any Environmental Liability related in any way to any Credit Party or any of
their subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is
a party thereto; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses (are determined by a court of
competent jurisdiction by final and nonappealable judgment to have) resulted
from the gross negligence or willful misconduct of such Indemnitee.


 


The
Credit Parties agree that, without the prior written consent of the
Administrative Agent and the Required Lenders, which consent shall not be
unreasonably withheld, no Credit Party will settle, compromise or consent to
the entry of any judgment in any pending or threatened proceeding in respect of
which indemnification is reasonably 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 such proceeding), unless such
settlement, compromise or consent includes an unconditional written release of
each Indemnitee from all liability arising out of such proceeding and does not
include any statement as to an admission of fault, culpability or failure to
act by or on behalf of any Indemnitee and does not involve any payment of money
or other value by any Indemnitee or performance of any obligation by an
Indemnitee or any injunctive relief or factual findings or stipulations binding
on any Indemnitee.


 


(c)           To the extent that the Credit Parties
fail to pay any amount required to be paid by them to the Administrative Agent
under paragraph (a) or (b) of this Section 10.3, each Lender
severally agrees to pay to the Administrative Agent such Lender’s Applicable
Percentage (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount; provided
that the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the
Administrative Agent in its capacity as such.


 


(d)           To the extent permitted by applicable
law, none of the Credit Parties shall assert, and each Credit Party hereby
waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement, the other Loan Documents or any agreement or instrument contemplated
hereby or thereby, the Transactions, any Loan or the use of the proceeds
thereof.


 


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


 


96

















 


10.4       Successors and Assigns.


 


(a)           The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that (i) no
Credit Party may assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by any Credit Party without such consent shall be null
and void) and (ii) no Lender may assign or otherwise transfer its rights
or obligations hereunder except in accordance with this Section.  Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the 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 each of the
Administrative Agent and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.


 


(b)           The Lenders may assign their
interests hereunder as follows:


 


(i)            Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may
assign to one or more assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitment and the
Loans at the time owing to it).


 


(ii)           Assignments
by Lenders shall be subject to the following conditions:


 


(A)          [Reserved],


 


(B)           each
partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement;


 


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


 


(D)          the
assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire.


 


(iii)          Subject
to acceptance and recording pursuant to paragraph (iv) of this Section 10.4,
from and after the effective date specified in each Assignment and Acceptance,
the assignee thereunder shall be a party hereto and, to the extent of the
interest assigned by such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections
2.14, 2.15, 2.16 and 10.3). 
Notwithstanding anything therein to the contrary, no Approved Fund shall
be entitled to receive any 


 


97

















 


greater amount
pursuant to Sections 2.14, 2.15 and 2.16 than the transferor Lender
would have been entitled to receive in respect of the assignment effected by
such transferor Lender had no assignment occurred.  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
paragraph (b) shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance
with paragraph (c) of this Section.


 


(iv)          The
Administrative Agent, acting for this purpose as an agent of the Borrower,
shall maintain at such of its offices as set forth in Section 10.1 or
otherwise, designated by the Administrative Agent each Assignment and
Acceptance delivered to it and a register for the recordation of the names and
addresses of the Lenders and the Commitment of, and principal amount of the
Loans owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”).  The entries in the
Register shall be conclusive, absent manifest error, and the Borrower, the
Administrative Agent, and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for
inspection by the Borrower and any Lender, at any reasonable time and from time
to time upon reasonable prior notice.


 


(v)           Upon
its receipt of a duly completed Assignment and Acceptance executed by an
assigning Lender and an assignee, the assignee’s completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b)(ii)(C) of this
Section 10.4, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register.  No assignment shall be effective for purposes
of this Agreement unless it has been recorded in the Register as provided in
this paragraph.


 


(c)           The Lenders may sell participations
in their interests hereunder as follows:


 


(i)            Any
Lender may, without the consent of or notice to the Borrower or the
Administrative Agent, sell participations to one or more banks or other
entities (a “Participant”) in all or a portion of such Lender’s rights
and obligations under this Agreement (including all or a portion of the Loans
owing to it); provided that (A) such
Lender’s obligations under this Agreement shall remain unchanged, (B) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (C) the Borrower, the Administrative
Agent, and the other Lenders shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that
such agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 10.2(b), that affects 


 


98

















 


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 Sections 2.14, 2.15, 2.16 and 10.3 to the same
extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section 10.4.


 


(ii)           A
Participant shall not be entitled to receive any greater payment under Section 2.14
or 2.16 than the applicable Lender would have been entitled to receive with
respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrower’s prior written
consent.  A Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16(e) as
though it were a Lender.


 


(d)           Any Lender may at any time pledge or
assign a security interest in all or any portion of its rights under this
Agreement to secure obligations of such Lender, including any such pledge or
assignment to a Federal Reserve Bank, and this Section shall not apply to
any such pledge or assignment of a security interest; provided
that no such pledge or assignment of a security interest shall release a Lender
from any of its obligations hereunder or substitute any such assignee for such
Lender as a party hereto.


 


(e)           Anything in this Section 10.4 to
the contrary notwithstanding, no Lender may assign or participate any interest
in any Loan held by it hereunder to any Credit Party or any of its Affiliates
or Subsidiaries without the prior consent of each Lender.


 


(f)            A Lender may furnish any information
concerning any Credit Party or Subsidiary or Affiliate in the possession of
such Lender from time to time to assignees and participants (including
prospective assignees and participants) subject, however, to and so long as the
recipient agrees in writing to be bound by, the provisions of Section 10.13.  In addition, the Administrative Agent may
furnish any information concerning any Credit Party or any of its Subsidiaries
or Affiliates in the Administrative Agent’s possession to any Affiliate of the
Administrative Agent, subject, however, to the provisions of Section 10.13.  The Credit Parties shall assist any Lender in
effectuating any assignment or participation pursuant to this Section 10.4
(including during syndication) in whatever manner such Lender reasonably deems
necessary, including participation in meetings with prospective transferees.


 


10.5       Survival.  All covenants, agreements, representations
and warranties made by the Credit Parties herein and in the other Loan
Documents, and in the certificates or other instruments delivered in connection
with or pursuant to this Agreement and the other Loan Documents, shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the other Loan
Documents and the making of any Loans and issuance of any Letters of Credit,
regardless of any investigation made by any such other party or on its behalf
and notwithstanding that the Administrative Agent or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and
effect so long as the principal of or any accrued interest on any Loan or any
fee or any other amount payable under this Agreement or the other Loan
Documents is outstanding and unpaid.  The
provisions of 


 


99

















 


Sections 2.14, 2.15, 2.16
and 10.3 and Article IX shall survive and remain in full force and effect
regardless of the consummation of the transactions contemplated hereby, the
repayment of the Loans, the expiration or termination of the Commitments or the
termination of this Agreement or any other Loan Document or any provision
hereof or thereof.


 


10.6       Counterparts; Integration;
References to Agreement; Effectiveness.  This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract.  This
Agreement and any separate letter agreements with respect to fees payable to
the Administrative Agent and the Lenders constitute the entire contract among
the parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the subject
matter hereof.  Whenever there is a
reference in any Collateral Document or UCC Financing Statement to the “Credit
Agreement” to which the Administrative Agent, the Lenders and the Credit
Parties are parties, such reference shall be deemed to be made to this
Agreement among the parties hereto. 
Except as provided in Section 5.1, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. 
Delivery of an executed counterpart of a signature page of this
Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.


 


10.7       Severability.  Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.


 


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


 


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


 


(a)           This Agreement shall be construed in
accordance with and governed by the law of the Commonwealth of Massachusetts.


 


(b)           Each party hereto hereby irrevocably
and unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the courts of the Commonwealth of 


 


100

















 


Massachusetts and of the
United States District Court for the District of Massachusetts, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such Massachusetts court (or, to the
extent permitted by law, in such Federal court).  Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.  Nothing in this
Agreement shall affect any right that the Administrative Agent or any Lender
may otherwise have to bring any action or proceeding relating to this Agreement
against any Credit Party or its properties in the courts of any jurisdiction.


 


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


 


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


 


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


 


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


 


10.12     Successor Facility.  This Agreement is intended to supersede the
Existing Credit Agreement and to constitute the “Senior Credit Facility” under and
for all purposes of the Holding Company Notes Indenture.


 


10.13     Confidentiality.  Each Lender agrees to keep confidential
information obtained by it pursuant hereto and the other Loan Documents
confidential in accordance with such 


 


101

















 


Lender’s customary practices and agrees that it will only use such
information in connection with the transactions contemplated by this Agreement
and not disclose any of such information other than (a) to such Lender’s
employees, representatives, directors, attorneys, auditors, agents,
professional advisors, trustees or affiliates who are advised of the
confidential nature of such information or to any direct or indirect
contractual counterparty in swap agreements or such contractual counterparty’s
professional advisor (so long as such contractual counterparty or professional
advisor to such contractual counterparty agrees to be bound by the provisions
of this Section 10.13), (b) to the extent such information presently
is or hereafter becomes available to such Lender on a non-confidential basis
from any source of such information that is in the public domain at the time of
disclosure, (c) to the extent disclosure is required by law (including
applicable securities law), regulation, subpoena or judicial order or process (provided that notice of such requirement or order shall be
promptly furnished to the Borrower unless such notice is legally prohibited) or
requested or required by bank, securities, insurance or investment company
regulators or auditors or any administrative body or commission (including the
Securities Valuation Office of the National Association of Insurance
Commissioners) to whose jurisdiction such Lender may be subject, (d) to
any rating agency to the extent required in connection with any rating to be
assigned to such Lender, (e) to assignees or participants or prospective
assignees or participants who agree to be bound by the provisions of this Section 10.13,
(f) to the extent required in connection with any litigation between any
Credit Party and any Lender with respect to the Loans or this Agreement and the
other Loan Documents or (g) with the Borrower’s prior written
consent.  Notwithstanding anything to the
contrary contained in this Agreement, the other Loan Documents or any other
agreements previously entered into or to be entered into by and between the
Borrower and one or more of the Lenders, the Borrower hereby consents to the
disclosure by any Lender of information (the “Investment Information”)
about the Borrower and the Loans, which Investment Information shall be
limited to:  (i) the Borrower’s name
and address; (ii) the nature of the Borrower’s business; (ii) the
title, class, percentage of class, and value of the Loans; (iv) the
amount and general terms of the Loans; (v) such Lender’s relationship
to the Borrower; and (vi) any other information disclosed to rating
agencies in connection with syndication of the Loans or otherwise, or to
any lender in connection with any other credit facility of such Lender provided,
however, that in the event that a Lender files a registration statement
(the “Registration Statement”) under the Securities Act of 1933 and/or
is required to file certain reports (the “Reports”) under the Exchange
Act, the term “Investment Information” as used herein shall include any other
information about the Borrower or the Loans required by law to be included
in the Registration Statement and/or the Reports.


 


10.14     Continued Effectiveness;
No Novation.  Notwithstanding
anything contained herein, the terms of this Agreement are not intended to and
do not serve to effect a novation of the obligations, liabilities or
indebtedness of the Credit Parties under the Existing Credit Agreement.  Instead, it is the express intention of the
parties hereto to reaffirm, amend and restate the obligations, liabilities and
indebtedness created under or otherwise evidenced by the Existing Credit
Agreement that is evidenced by the notes provided for therein and secured by
the collateral contemplated thereby and hereby. 
The Credit Parties acknowledge and confirm that the liens and security
interests granted pursuant to the Loan Documents secure the obligations,
liabilities and indebtedness of the Credit Parties to the Lenders under the
Existing Credit Agreement, as amended and restated hereby, and that the term “Secured
Obligations” used in certain of the Loan Documents (or any other term used
herein to describe or refer to the obligations, liabilities and indebtedness of
the Credit Parties) describes and refers to the Credit 


 


102

















 


Parties’ obligations, liabilities and indebtedness hereunder and under
the Existing Credit Agreement, as hereby amended and restated, as the same may
be further amended, modified, supplemented or restated from time to time.  The Loan Documents and all agreements,
documents and instruments executed and delivered in connection with any of the
foregoing shall each be deemed to be amended to the extent necessary to give
effect to the provisions of this Agreement.


 


10.15     Revival and Reinstatement of Obligations.  If the incurrence or payment of the
obligations by any Credit Party, or the transfer to the Lenders of any
property, should for any reason subsequently be declared to be void or voidable
under any state or federal law relating to creditors’ rights, including
provisions of the Bankruptcy Code relating to fraudulent conveyances,
preferences or other voidable or recoverable payments of money or transfers of
property (collectively, a “Voidable Transfer”), and if the Lenders, or
any of them, is required to repay or restore, in whole or in part, any such
Voidable Transfer, or elects to do so upon the reasonable advice of its
counsel, then, as to any such Voidable Transfer, or the amount thereof that the
Lenders, or any of them, is required or elects to repay or restore, and as to
all reasonable costs, expenses and attorneys fees of the Lenders related
thereto, the liability of such Credit Parties automatically shall be revived,
reinstated and restored and shall exist as though such Voidable Transfer had
never been made.


 


103
















 


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


 


	
   

  	
  BORROWER

  
	
   

  	
   

  
	
   

  	
  AFFINITY GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Thomas Wolfe

  
	
   

  	
  Name:

  	
  Thomas F. Wolfe

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


(Signature Page to Second
Amended and Restated Credit Agreement)


 

















 


	
   

  	
  GUARANTORS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AFFINITY BROKERAGE,
  INC.

  
	
   

  	
  AFFINITY GUEST
  SERVICES, INC.

  
	
   

  	
  AFFINITY ROAD AND
  TRAVEL CLUB, INC.

  
	
   

  	
  AGI PRODUCTIONS, INC.

  
	
   

  	
  CAMP COAST TO COAST,
  INC.

  
	
   

  	
  COAST MARKETING GROUP,
  INC.

  
	
   

  	
  EHLERT PUBLISHING
  GROUP, INC.

  
	
   

  	
  GOLF CARD INTERNATIONAL
  CORP.

  
	
   

  	
  GOLF CARD RESORT
  SERVICES, INC. 

  
	
   

  	
  GSS ENTERPRISES, INC.

  
	
   

  	
  POWER SPORTS MEDIA,
  INC.

  
	
   

  	
  TL ENTERPRISES, INC.

  
	
   

  	
  VBI, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Thomas Wolfe

  
	
   

  	
  Name:

  	
  Thomas F. Wolfe

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


[Signature Page]


 

















 


	
   

  	
  GUARTANTORS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CAMPING REALTY, INC.

  
	
   

  	
  CAMPING WORLD CARD
  SERVICES, INC.

  
	
   

  	
  CAMPING WORLD, INC.

  
	
   

  	
  CAMPING WORLD INSURANCE
  SERVICES OF KENTUCKY, INC.

  
	
   

  	
  CAMPING WORLD INSURANCE
  SERVICES OF NEVADA, INC.

  
	
   

  	
  CAMPING WORLD INSURANCE
  SERVICES OF TEXAS, INC.

  
	
   

  	
  CWI, INC.

  
	
   

  	
  CW MICHIGAN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Kenneth Marshall

  
	
   

  	
  Name:

  	
  Kenneth Marshall

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
				



 


[Signature Page]


 

















 


SIGNATURE PAGES OF
ADMINISTRATIVE AGENT AND LENDERS


 


 


	
   

  	
  ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST FSB,
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffery
  Rose

  
	
   

  	
  Name:

  	
  Jeffery Rose

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


[Signature Page]