EXHIBIT 10.37


 


$22,000,000


 


CREDIT AGREEMENT


 


among


 


CAMPING WORLD,
INC. and


 


CWI, INC., as
Borrowers,


 


The certain Subsidiaries
of Borrowers party hereto as Guarantors,


 


The financial
institutions party hereto as the Lenders,


 


SUNTRUST BANK, as the
Issuing Bank,


 


and


 


SUNTRUST BANK, as the
Administrative Agent


 


March 1, 2010


 

















 


INDEX


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1.

  	
  DEFINITIONS, ACCOUNTING
  PRINCIPLES AND OTHER INTERPRETIVE MATTERS

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.1

  	
  Definitions

  	
  1

  
	
  Section 1.2

  	
  Accounting
  Principles

  	
  31

  
	
  Section 1.3

  	
  Other
  Interpretive Matters

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2.

  	
  THE LOANS AND THE
  LETTERS OF CREDIT

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  Extension
  of Credit

  	
  32

  
	
  Section 2.2

  	
  Manner
  of Borrowing and Disbursement of Loans

  	
  34

  
	
  Section 2.3

  	
  Interest

  	
  38

  
	
  Section 2.4

  	
  Fees

  	
  39

  
	
  Section 2.5

  	
  Prepayment/Reduction
  of Revolving Loan Commitment

  	
  40

  
	
  Section 2.6

  	
  Repayment

  	
  41

  
	
  Section 2.7

  	
  Revolving
  Loan Notes; Loan Accounts

  	
  43

  
	
  Section 2.8

  	
  Manner
  of Payment

  	
  43

  
	
  Section 2.9

  	
  Reimbursement

  	
  46

  
	
  Section 2.10

  	
  Pro
  Rata Treatment

  	
  46

  
	
  Section 2.11

  	
  Application
  of Payments

  	
  47

  
	
  Section 2.12

  	
  Use
  of Proceeds

  	
  48

  
	
  Section 2.13

  	
  Joint
  and Several Obligations

  	
  48

  
	
  Section 2.14

  	
  Maximum
  Rate of Interest

  	
  51

  
	
  Section 2.15

  	
  Letters
  of Credit

  	
  52

  
	
  Section 2.16

  	
  Bank
  Products

  	
  55

  
	
  Section 2.17

  	
  Borrowers’
  Representative

  	
  56

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3.

  	
  GUARANTY

  	
  56

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Guaranty

  	
  56

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4.

  	
  CONDITIONS PRECEDENT

  	
  60

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
  Conditions
  Precedent to Initial Advance

  	
  60

  
	
  Section 4.2

  	
  Conditions
  Precedent to Each Advance

  	
  63

  
	
  Section 4.3

  	
  Conditions
  Precedent to Each Letter of Credit

  	
  64

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  5.

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
  65

  



 

















 


	
  Section 5.1

  	
  General
  Representations and Warranties

  	
  65

  
	
  Section 5.2

  	
  Representations
  and Warranties Relating to Accounts

  	
  74

  
	
  Section 5.3

  	
  Representations
  and Warranties Relating to Inventory

  	
  74

  
	
  Section 5.4

  	
  Survival
  of Representations and Warranties, etc

  	
  75

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6.

  	
  GENERAL COVENANTS

  	
  75

  
	
   

  	
   

  	
   

  
	
  Section 6.1

  	
  Preservation
  of Existence and Similar Matters

  	
  75

  
	
  Section 6.2

  	
  Compliance
  with Applicable Law

  	
  75

  
	
  Section 6.3

  	
  Maintenance
  of Properties

  	
  75

  
	
  Section 6.4

  	
  Accounting
  Methods and Financial Records

  	
  75

  
	
  Section 6.5

  	
  Insurance

  	
  76

  
	
  Section 6.6

  	
  Payment
  of Taxes and Claims

  	
  76

  
	
  Section 6.7

  	
  Visits
  and Inspections

  	
  76

  
	
  Section 6.8

  	
  Conduct
  of Business

  	
  77

  
	
  Section 6.9

  	
  ERISA

  	
  77

  
	
  Section 6.10

  	
  Lien Perfection

  	
  77

  
	
  Section 6.11

  	
  Location
  of Collateral

  	
  77

  
	
  Section 6.12

  	
  Protection
  of Collateral

  	
  78

  
	
  Section 6.13

  	
  Assignments
  and Records of Accounts

  	
  78

  
	
  Section 6.14

  	
  Administration
  of Accounts

  	
  78

  
	
  Section 6.15

  	
  The
  Blocked Account

  	
  79

  
	
  Section 6.16

  	
  Further
  Assurances

  	
  81

  
	
  Section 6.17

  	
  Broker’s
  Claims

  	
  81

  
	
  Section 6.18

  	
  Indemnity

  	
  81

  
	
  Section 6.19

  	
  Environmental
  Matters

  	
  82

  
	
  Section 6.20

  	
  Post-Closing
  Deliveries

  	
  83

  
	
  Section 6.21

  	
  Additional
  Leasehold Mortgages

  	
  84

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7.

  	
  INFORMATION COVENANTS

  	
  84

  
	
   

  	
   

  	
   

  
	
  Section 7.1

  	
  Monthly
  Financial Statements and Information

  	
  84

  
	
  Section 7.2

  	
  Annual
  Financial Statements and Information; Certificate of No Default

  	
  85

  
	
  Section 7.3

  	
  Compliance
  Certificates

  	
  86

  
	
  Section 7.4

  	
  Access
  to Accountants

  	
  86

  
	
  Section 7.5

  	
  Additional
  Reports

  	
  86

  



 


2

















 


	
  Section 7.6

  	
  Notice
  of Litigation and Other Matters

  	
  88

  
	
  Section 7.7

  	
  Financial
  Statements of FreedomRoads

  	
  90

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8.

  	
  NEGATIVE COVENANTS

  	
  90

  
	
   

  	
   

  	
   

  
	
  Section 8.1

  	
  Funded
  Debt

  	
  90

  
	
  Section 8.2

  	
  Guaranties

  	
  90

  
	
  Section 8.3

  	
  Liens

  	
  91

  
	
  Section 8.4

  	
  Restricted
  Payments and Purchases

  	
  91

  
	
  Section 8.5

  	
  Investments

  	
  91

  
	
  Section 8.6

  	
  Affiliate
  Transactions

  	
  91

  
	
  Section 8.7

  	
  Liquidation;
  Change in Ownership, Name, or Year; Disposition or Acquisition of Assets; Etc

  	
  92

  
	
  Section 8.8

  	
  Minimum
  EBITDA

  	
  93

  
	
  Section 8.9

  	
  Capital
  Expenditures

  	
  94

  
	
  Section 8.10

  	
  Limitation
  on New Stores

  	
  94

  
	
  Section 8.11

  	
  Sales
  and Leasebacks

  	
  94

  
	
  Section 8.12

  	
  Amendment
  and Waiver

  	
  95

  
	
  Section 8.13

  	
  ERISA
  Liability

  	
  95

  
	
  Section 8.14

  	
  Prepayments

  	
  95

  
	
  Section 8.15

  	
  Negative
  Pledge

  	
  95

  
	
  Section 8.16

  	
  Inconsistent
  Agreements

  	
  95

  
	
  Section 8.17

  	
  AGI Credit Documents

  	
  95

  
	
  Section 8.18

  	
  Restrictions on CWFR

  	
  96

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9.

  	
  DEFAULT

  	
  96

  
	
   

  	
   

  	
   

  
	
  Section 9.1

  	
  Events
  of Default

  	
  96

  
	
  Section 9.2

  	
  Remedies

  	
  99

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10.

  	
  THE ADMINISTRATIVE
  AGENT

  	
  100

  
	
   

  	
   

  	
   

  
	
  Section 10.1

  	
  Appointment
  and Authorization

  	
  100

  
	
  Section 10.2

  	
  Interest
  Holders

  	
  101

  
	
  Section 10.3

  	
  Consultation
  with Counsel

  	
  101

  
	
  Section 10.4

  	
  Documents

  	
  101

  
	
  Section 10.5

  	
  Administrative
  Agent and Affiliates

  	
  101

  
	
  Section 10.6

  	
  Responsibility
  of the Administrative Agent

  	
  101

  
	
  Section 10.7

  	
  Action
  by Administrative Agent

  	
  102

  



 


3

















 


	
  Section 10.8

  	
  Notice
  of Default

  	
  102

  
	
  Section 10.9

  	
  Responsibility
  Disclaimed

  	
  102

  
	
  Section 10.10

  	
  Indemnification

  	
  103

  
	
  Section 10.11

  	
  Credit
  Decision

  	
  103

  
	
  Section 10.12

  	
  Successor
  Administrative Agent

  	
  104

  
	
  Section 10.13

  	
  Administrative
  Agent May File Proofs of Claim

  	
  104

  
	
  Section 10.14

  	
  Collateral

  	
  104

  
	
  Section 10.15

  	
  Release
  of Collateral

  	
  105

  
	
  Section 10.16

  	
  [Intentionally
  Omitted]

  	
  105

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11.

  	
  MISCELLANEOUS

  	
  105

  
	
   

  	
   

  	
   

  
	
  Section 11.1

  	
  Notices

  	
  105

  
	
  Section 11.2

  	
  Expenses

  	
  107

  
	
  Section 11.3

  	
  Waivers

  	
  108

  
	
  Section 11.4

  	
  Set-Off

  	
  108

  
	
  Section 11.5

  	
  Assignment

  	
  109

  
	
  Section 11.6

  	
  Counterparts

  	
  111

  
	
  Section 11.7

  	
  Under
  Seal; Governing Law

  	
  111

  
	
  Section 11.8

  	
  Severability

  	
  111

  
	
  Section 11.9

  	
  Headings

  	
  111

  
	
  Section 11.10

  	
  Source
  of Funds

  	
  111

  
	
  Section 11.11

  	
  Entire
  Agreement

  	
  111

  
	
  Section 11.12

  	
  Amendments
  and Waivers

  	
  112

  
	
  Section 11.13

  	
  Other
  Relationships

  	
  113

  
	
  Section 11.14

  	
  Pronouns

  	
  113

  
	
  Section 11.15

  	
  Disclosure

  	
  113

  
	
  Section 11.16

  	
  Replacement
  of Lender

  	
  113

  
	
  Section 11.17

  	
  Confidentiality

  	
  114

  
	
  Section 11.18

  	
  Revival
  and Reinstatement of Obligations

  	
  114

  
	
  Section 11.19

  	
  Electronic
  Transmissions

  	
  114

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12.

  	
  YIELD PROTECTION

  	
  115

  
	
   

  	
   

  	
   

  
	
  Section 12.1

  	
  Eurodollar
  Rate Basis Determination

  	
  115

  
	
  Section 12.2

  	
  Illegality

  	
  115

  
	
  Section 12.3

  	
  Increased
  Costs

  	
  116

  



 


4

















 


	
  Section 12.4

  	
  Effect
  On Other Advances

  	
  117

  
	
  Section 12.5

  	
  Capital
  Adequacy

  	
  118

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13.

  	
  JURISDICTION, VENUE AND
  WAIVER OF JURY TRIAL

  	
  118

  
	
   

  	
   

  	
   

  
	
  Section 13.1

  	
  Jurisdiction
  and Service of Process

  	
  118

  
	
  Section 13.2

  	
  Consent
  to Venue

  	
  119

  
	
  Section 13.3

  	
  Waiver of Jury Trial

  	
  119

  



 


	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  -

  	
  Form of Assignment
  and Acceptance

  
	
  Exhibit B

  	
  -

  	
  Form of Borrowing
  Base Certificate

  
	
  Exhibit C

  	
  -

  	
  Form of Compliance
  Certificate

  
	
  Exhibit D

  	
  -

  	
  Form of Notice of
  Conversion/Continuation

  
	
  Exhibit E

  	
  -

  	
  Form of Request
  for Advance

  
	
  Exhibit F

  	
  -

  	
  Form of Request
  for Issuance of Letter of Credit

  
	
  Exhibit G

  	
  -

  	
  Form of Revolving
  Loan Note

  



 


	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 1.1(a)

  	
  -

  	
  Revolving Loan
  Commitment, Letter of Credit Commitment and Aggregate Commitment Ratios

  
	
  Schedule 1.1(b)

  	
  -

  	
  Liens

  
	
  Schedule 5.1(c)-1

  	
  -

  	
  Subsidiaries

  
	
  Schedule 5.1(c)-2

  	
  -

  	
  Partnerships/Joint
  Ventures

  
	
  Schedule 5.1(d)

  	
  -

  	
  Outstanding Capital
  Stock Ownership

  
	
  Schedule 5.1(h)

  	
  -

  	
  Material Contracts

  
	
  Schedule 5.1(i)

  	
  -

  	
  Labor Matters

  
	
  Schedule 5.1(j)

  	
  -

  	
  Taxes

  
	
  Schedule 5.1(m)

  	
  -

  	
  Investments/Guaranties

  
	
  Schedule 5.1(n)

  	
  -

  	
  Litigation

  
	
  Schedule 5.1(o)

  	
   

  	
  ERISA

  
	
  Schedule 5.1(p)

  	
  -

  	
  Intellectual Property;
  Licenses; Certifications

  
	
  Schedule 5.1(v)

  	
  -

  	
  Insurance

  
	
  Schedule 5.1(x)-1

  	
  -

  	
  Leased Real Property

  
	
  Schedule 5.1(x)-2

  	
  -

  	
  Owned Real Property

  
	
  Schedule 5.1(y)

  	
  -

  	
  Environmental Matters

  
	
  Schedule 6.11

  	
  -

  	
  Location of Collateral

  
	
  Schedule 6.15

  	
  -

  	
  Bank and Investment
  Accounts

  
	
  Schedule 6.20(c)

  	
  -

  	
  Post-Closing Collateral
  Access Agreements

  
	
  Schedule 8.1

  	
  -

  	
  Funded Debt

  
	
  Schedule 8.6

  	
  -

  	
  Affiliate Transactions

  
	
  Schedule 11.1(a)

  	
  -

  	
  Addresses of Lenders

  



 


5

















 


CREDIT
AGREEMENT


 


THIS CREDIT AGREEMENT (this “Agreement”) dated
as of March 1, 2010, is among CAMPING WORLD, INC., a Kentucky corporation
(“Camping World”), CWI, INC., a Kentucky corporation (“CWI”), as
Borrowers, the certain Subsidiaries of Borrowers party hereto as Guarantors,
the financial institutions party hereto as the Lenders, SUNTRUST BANK (“SunTrust”),
as the Issuing Bank, and SunTrust, as the Administrative Agent.


 


W I T N E S S E T H:


 


WHEREAS, Borrowers have requested that the
Administrative Agent, the Issuing Bank and the Lenders make available to it the
Aggregate Commitment, on the terms and conditions set forth herein, to, among
other things, refinancing certain Funded Debt of Borrowers and fund transaction
costs and working capital needs of Borrowers; and


 


WHEREAS, the Administrative Agent, the Issuing Bank
and the Lenders are willing to make the Aggregate Commitment available to
Borrowers upon the terms and conditions set forth herein;


 


NOW, THEREFORE, in consideration of the premises and
the covenants and agreements contained herein and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:


 


ARTICLE 1.


 


DEFINITIONS, ACCOUNTING PRINCIPLES AND

OTHER INTERPRETIVE MATTERS


 


Section 1.1             Definitions.  For the
purposes of this Agreement:


 


“Account Debtor” shall mean any Person who is
obligated to make payments in respect of an Account.


 


“Accounts” shall mean all “accounts”, as such
term is defined in the UCC, of each Borrower Party whether now existing or hereafter
created or arising, including (a) all accounts receivable, other
receivables, book debts and other forms of obligations (other than forms of
obligations evidenced by chattel paper (as defined in the UCC) or instruments
(as defined in the UCC)) (including any such obligations that may be
characterized as an account or contract right under the UCC), (b) all of
each Borrower Party’s rights in, to and under all purchase orders or receipts
for goods or services, (c) all of each Borrower Party’s rights to any
goods represented by any of the foregoing (including unpaid sellers’ rights of
rescission, replevin, reclamation and stoppage in transit and rights to
returned, reclaimed or repossessed goods), (d) all rights to payment due
to a Borrower Party for property sold, leased, licensed, assigned or otherwise
disposed of, for a policy of insurance issued or to be issued, for a secondary
obligation incurred or to be incurred, for energy provided or to be provided,
for the use or hire of a vessel under a charter or other contract, arising out
of the use of a credit card or charge card, or for services 


 

















 


rendered or to be rendered by such Borrower Party or
in connection with any other transaction (whether or not yet earned by
performance on the part of such Borrower Party), (e) all health care
insurance receivables and (f) all collateral security of any kind, given
by any Account Debtor or any other Person with respect to any of the foregoing.


 


“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 Borrower Parties pursuant to agreement or
overdrafts.


 


“additional amount” shall have the meaning specified
in Section 2.8(b)(i).


 


“Administrative Agent” shall mean SunTrust,
acting as administrative agent for the Lender Group, and any successor
Administrative Agent appointed pursuant to Section 10.12.


 


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


 


“Administrative Agent’s Office” shall mean the
office of the Administrative Agent located at 303 Peachtree Street, 23rd Floor,
Mail Code GA-ATL 1981, Atlanta, Georgia 30308, Attention: Scott Cowan, or such
other office as may be designated by the Administrative Agent pursuant to the
provisions of Section 11.1.


 


“Administrative Questionnaire” shall mean a
questionnaire in form and substance satisfactory to the Administrative Agent.


 


“Advance” or “Advances” shall mean
amounts of the Loans advanced by the Lenders to, or on behalf of, Borrowers
pursuant to Section 2.1 on the occasion of any borrowing and shall
include all Agent Advances and Swing Loans.


 


“Affiliate” shall mean, with respect to any
Person, any other Person that, directly or indirectly, is in control of, is
controlled by, or is under common control with such Person, or that is a
director, officer, manager or partner of such Person.  For purposes of this definition, “control”,
when used with respect to any Person, includes the direct or indirect
beneficial ownership of five percent (5%) or more of the outstanding Equity
Interests of such Person or the power to direct or cause the direction of the
management and policies of such Person whether by contract or otherwise.


 


“Affinity Pledge Agreement” shall mean that
certain Pledge Agreement dated as of the Agreement Date among AGI and the
Administrative Agent, on behalf of, and for the benefit of, the Lender Group,
in form and substance satisfactory to the Administrative Agent.


 


“Agent Advances” shall have the meaning
specified in Section 2.1(e)(i).


 


“Aggregate Commitment” shall mean the Revolving
Loan Commitment plus the Letter of Credit Commitment.


 


2

















 


“Aggregate Commitment Ratio” shall mean, with
respect to any Lender, the ratio, expressed as a percentage, of (a) the
unutilized portion of the Revolving Loan Commitment plus Loans (other than
Swing Loans and Agent Advances) outstanding plus participation interests in
Letter of Credit Obligations, Swing Loans and Agent Advances outstanding of such
Lender, divided by (b) the sum of the aggregate unutilized Revolving Loan
Commitment plus Loans (other than Swing Loans and Agent Advances) outstanding
plus participation interests in Letter of Credit Obligations, Swing Loans and
Agent Advances of all Lenders, which, as of the Agreement Date, are set forth
(together with Dollar amounts thereof) on Schedule 1.1(a).


 


“Aggregate Revolving Credit Obligations” shall
mean, as of any particular time, the sum of (a) the aggregate principal
amount of all Revolving Loans then outstanding, plus (b) the aggregate
principal amount of all Swing Loans then outstanding, plus (c) the
aggregate principal amount of all Agent Advances then outstanding, plus (d) the
aggregate amount of all Letter of Credit Obligations then outstanding.


 


“AGH” shall mean
Affinity Group Holding, Inc., a Delaware corporation.


 


“AGH Bonds” shall
mean the 10.875% Senior Notes due 2012, issued by AGH pursuant to that certain
Indenture, dated as of March 24, 2005, by and among AGH and The Bank of
New York as Trustee.


 


“AGI” shall mean
Affinity Group, Inc., a Delaware corporation.


 


“AGI Bonds” shall
mean the 9.0% Senior Subordinated Notes due 2012, issued by AGI pursuant to
that certain Indenture, dated as of February 18, 2004, by and among AGI,
the guarantors party thereto, and The Bank of New York as Trustee.


 


“AGI Credit Agreement”
shall mean that certain Second Amended and Restated Credit Agreement, dated as
of the Agreement Date, by and among AGI Credit Agreement Agent, AGI, the
guarantors party thereto, and the AGI Credit Agreement Lenders, in form and
substance satisfactory to Agent.


 


“AGI Credit Agreement
Agent” shall mean Wilmington Trust FSB, as administrative agent for the AGI
Credit Agreement Lenders, together with its successors and assigns.


 


“AGI
Credit Agreement Debt” shall mean all Indebtedness under the AGI Credit
Documents or any refinancing of such Indebtedness pursuant to the terms and
conditions of the Intercreditor Agreement.


 


“AGI Credit Agreement
Lenders” shall mean the Lenders (under and as defined in the AGI Credit
Agreement).


 


“AGI Credit Documents”
shall mean the AGI Credit Agreement and the Loan Documents (as defined in the
AGI Credit Agreement), in form and substance satisfactory to Agent.


 


“Agreement” has the meaning specified in the
preamble.


 


“Agreement Date” shall mean the date as of
which this Agreement is dated.


 


3

















 


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


 


“Applicable Law” shall mean, in respect of any
Person, all provisions of constitutions, statutes, rules, regulations, and
orders of governmental bodies or regulatory agencies applicable, whether by law
or by virtue of contract, to such Person, and all orders and decrees of all
courts and arbitrators in proceedings or actions to which the Person in
question is a party or by which it is bound.


 


“Approved Fund” shall mean any Fund that is
administered or managed by (a) a Lender, (b) an Affiliate of a Lender
or (c) an entity that administers or manages a Lender.


 


“Assignment and Acceptance” shall mean that
certain form of Assignment and Acceptance attached hereto as Exhibit A,
pursuant to which each Lender may, as further provided in Section 11.5,
sell a portion of its Loans or its portion of the Revolving Loan Commitment.


 


“Authorized Signatory” shall mean, with respect
to any Borrower Party, such senior personnel of such Borrower Party as may be
duly authorized and designated in writing to the Administrative Agent by such
Borrower Party to execute documents, agreements, and instruments on behalf of
such Borrower Party.


 


“Availability” shall mean, as of any particular
time, the lesser of (a) the sum of the Aggregate Commitment minus
the Letter of Credit Commitment minus the Aggregate Revolving Credit
Obligations other than the aggregate amount of all Letter of Credit Obligations
then outstanding and (b) the sum of the Borrowing Base minus the
Aggregate Revolving Credit Obligations.


 


“Availability Block” shall mean (a) during
the Availability Block Reduction Period, $3,000,000 and (b) at all other
times, $5,000,000.


 


“Availability Block Reduction Period” shall
mean the period from and including the Agreement Date until and including July 31,
2010.


 


“Available Letter of Credit Amount” shall mean,
as of any particular time, an amount equal to the lesser of (a) the Letter
of Credit Commitment at such time minus the aggregate amount of all
Letter of Credit Obligations than outstanding and (b) the sum of the
Borrowing Base minus the Aggregate Revolving Credit Obligations.


 


“Avoidance Provisions” shall have the meaning
specified in Section 2.13(c)(iii).


 


“Bank Product Reserves” shall mean all reserves
that the Administrative Agent, from time to time, establishes in its reasonable
discretion for the Bank Products then provided or outstanding.


 


“Bank Products” shall mean any one or more of
the following types of services or facilities extended to the Borrower Parties
by the Administrative Agent (or any Affiliate of the 


 


4

















 


Administrative Agent): 
(a) credit cards; (b) ACH Transactions; (c) cash
management, including controlled disbursement services; and (d) Administrative
Agent Hedge Agreements.


 


“Bank Products Documents” shall mean all
agreements entered into from time to time by the Borrower Parties in connection
with any of the Bank Products and shall include the Administrative Agent Hedge
Agreements.


 


“Bankruptcy Code” shall mean the United States
Bankruptcy Code (11 U.S.C. Section 101 et seq.), as now or hereafter
amended, and any successor statute.


 


“Base Rate” shall mean, at any time, a
fluctuating and floating rate per annum equal to the highest of:  (a) 0.50% per annum above the latest Federal
Funds Rate; (b) the rate of interest announced publicly by the
Administrative Agent from time to time as its “prime rate” for the
determination of interest rate loans of varying maturities in Dollars to US
residents of varying degrees of credit worthiness; and (c) the Eurodollar
Rate determined on a daily basis for a period of one (1) month.  Such “prime rate” is not necessarily the
lowest rate of interest charged to borrowers of the Administrative Agent, and
the Administrative Agent may make commercial loans or other loans at rates of
interest at, above, or below such “prime rate”. 
Each change in the prime rate announced by the Administrative Agent
shall take effect at the opening of business on the day specified in the public
announcement of such change.


 


“Base Rate Advance” shall mean an Advance which
any Borrower requests to be made as a Base Rate Advance or which is converted
to a Base Rate Advance, in accordance with the provisions of Section 2.2.


 


“Blocked Account” shall mean an account with SunTrust
and any other account subject to a Blocked Account Agreement.


 


“Blocked Account Agreement” shall mean any
agreement executed by a depository bank or securities intermediary and the
Administrative Agent, for the benefit of the Lender Group, and acknowledged and
agreed to by the applicable Borrower Party, in form and substance satisfactory
to the Administrative Agent.


 


“Blocked Person” shall have the meaning
specified in Section 5.1(dd)(ii).


 


“Borrowers” shall have the meaning specified in
the preamble.


 


“Borrower Parties” shall mean, collectively,
Borrowers and the Guarantors; and “Borrower Party” shall mean any one of
the foregoing Borrower Parties.


 


“Borrower Payments” shall have the meaning
specified in Section 2.8(b)(i).


 


“Borrowing Base” shall mean, at any particular
time, the sum of:


 


(a)           the lesser of (i) up to eighty-five percent (85%)
of Eligible Trade Accounts and (ii) $4,000,000; plus


 


(b)           up to ninety percent (90%) of Eligible Credit Card
Accounts; plus


 


5






 












 


(c)           up to eighty-five
percent (85%) of the NOLV of Eligible Landed Inventory; plus


 


(d)           the lesser of (i) up
to eighty-five percent (85%) of the NOLV of Eligible In-Transit Inventory and (ii) $4,000,000;
minus


 


(e)           the Availability
Block; minus


 


(f)            the Reserves.


 


“Borrowing Base Certificate” shall mean a
certificate of an Authorized Signatory of each Borrower substantially in the
form of Exhibit B.


 


“Business Day” shall mean any day excluding
Saturday, Sunday and any day which is a legal holiday under the laws of the
State of Georgia or is a day on which banking institutions located in such
state are closed; provided, however, that when used with
reference to a Eurodollar Advance (including the making, continuing, prepaying
or repaying of any Eurodollar Advance), the term “Business Day” shall
also exclude any day in which banks are not open for dealings in deposits of
Dollars on the London interbank market.


 


“Camping World” shall have the meaning
specified in the preamble.


 


“Capital Expenditures” shall mean, for any
period, on a consolidated basis for the Borrower Parties, the aggregate of all
expenditures made by the Borrower Parties during such period that, in
conformity with GAAP, are required to be included in or reflected on the
consolidated balance sheet as a capital asset of the Borrower Parties,
including Capitalized Lease Obligations of the Borrower Parties.


 


“Capitalized Lease Obligation” shall mean that
portion of any obligation of a Person as lessee under a lease which at the time
would be required to be capitalized on the balance sheet of such lessee in
accordance with GAAP.


 


“Cash Equivalents” shall mean, collectively, (a) marketable,
direct obligations of the US and its agencies maturing within three hundred
sixty-five (365) days of the date of purchase, (b) commercial paper issued
by corporations, each of which shall (i) have a consolidated net worth of
at least $250,000,000, and (ii) conduct substantially all of its business
in the US, which commercial paper will mature within one hundred eighty (180)
days from the date of the original issue thereof and is rated “P-1” or better
by Moody’s or “A-1” or better by S&P, (c) certificates of deposit
maturing within three hundred sixty-five (365) days of the date of purchase and
issued by a US national or state bank having deposits totaling more than
$250,000,000, and whose short-term debt is rated “P-1” or better by Moody’s or “A-1”
or better by S&P, and (d) up to $100,000 per institution and up to
$1,000,000 in the aggregate in (i) short-term obligations issued by any
local commercial bank or trust company located in those areas where any
Borrower conducts its business, whose deposits are insured by the Federal
Deposit Insurance Corporation, or (ii) commercial bank-insured money
market funds, or any combination of the types of investments described in this clause
(d).


 


6

















 


“Change in Control”
shall mean the occurrence of one or more of the following events:  (a) Permitted Holder ceases to directly
or indirectly own and control fifty-one percent (51%) of the outstanding Equity
Interests of AGH; provided, however, that the occurrence of such
event as a result of the death of Permitted Holder shall not be considered a
Change of Control during the time JPMorgan Chase & Co. controls, as
trustee for the estate of Permitted Holder, fifty-one percent (51%) of the
outstanding Equity Interests of AGH, (b) any Person or two (2) or
more Persons acting in concert shall have acquired beneficial ownership (within
the meaning of Rule 13d-3 of the SEA) of twenty percent (20%) or more of
the outstanding shares of the voting Equity Interest of Camping World; (c) as
of any date a majority of the board of directors of Camping World consists
(other than vacant seats) of individuals who were not either (i) directors
of Camping World as of the Agreement Date, (ii) selected or nominated to
become directors by the board of directors of Camping World of which a majority
consisted of individuals described in clause (i), or (iii) selected
or nominated to become directors by the board of directors of Camping World of
which a majority consisted of individuals described in clause (i) and
individuals described in clause (ii); (c) AGH ceases to directly
own and control one hundred percent (100%) of the outstanding Equity Interests
of AGI; (d) AGI ceases to directly own and control one hundred percent
(100%) of the outstanding Equity Interests of CWI; (e) Camping World
ceases to directly own and control one hundred percent (100%) of the outstanding
Equity Interests of any of its Subsidiaries; (f) CWI ceases to directly or
indirectly own and control one hundred percent (100%) of the outstanding Equity
Interests of any of its Subsidiaries; or (g) a “Change of Control” (as
defined therein) occurs under the AGI Bonds or the AGH Bonds.


 


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


 


“Collateral” shall mean all property pledged as
collateral security for the Obligations pursuant to the Security Documents or
otherwise, and all other property of any Borrower Party that is now or
hereafter in the possession or control of any member of the Lender Group, or on
which any member of the Lender Group has been granted a Lien.


 


“Collateral Access Agreement” shall mean any
agreement of any lessor, warehouseman, processor, customs broker, freight
forwarder, consignee or other Person in possession of, having a Lien upon or
having rights or interests in any of the Collateral in favor of the
Administrative Agent, for the benefit of the Lender Group, in form and
substance satisfactory to the Administrative Agent, pursuant to which such
Person, among other things, waives or subordinates its Liens or certain other
rights or interests such Person may hold in regard to the property of any of
the Borrower Parties and agrees to provide the Administrative Agent access to
the Collateral.


 


“Commercial Letter of Credit” shall mean a
documentary Letter of Credit issued by the Issuing Bank in respect of the
purchase of goods or services by a Borrower in the ordinary course of its
business.


 


“Compliance Certificate” shall mean a
certificate executed by the chief financial officer of Camping World
substantially in the form of Exhibit C.


 


“Confidential Information” shall have the
meaning specified in Section 11.17.


 


7

















 


“Contributing Borrower” shall have the meaning
specified in Section 2.13(f).


 


“Copyright Security Agreements” shall mean,
collectively, the Copyright Security Agreements made in favor of the Administrative
Agent, on behalf of the Lender Group, from time to time.


 


“Credit Card Issuer” shall mean any Person
(other than a Borrower Party or any Affiliate thereof) who issues or whose
members issue credit cards, including MasterCard or VISA bank credit or debit
cards or other bank credit or debit cards issued through MasterCard
International, Inc., Visa, U.S.A., Inc. or Visa International and
American Express, Discover, Diners Club, Carte Blanche and other non-bank
credit or debit cards, including credit or debit cards issued by or through
American Express Travel Related Services Company, Inc., Novus Services, Inc.,
or any proprietary card issuer reasonably acceptable to the Administrative
Agent.


 


“Credit Card Processor” shall mean any
servicing or processing agent or any factor or financial intermediary who
facilitates, services, processes or manages the credit authorization, billing
transfer and/or payment procedures with respect to any Borrower Party’s sales
transactions involving credit card or debit card purchases by customers using
credit cards or debit cards issued by any Credit Card Issuer.


 


“Credit Card Processor Agreement” shall have
the meaning specified in Section 6.15(b).


 


“Cure Amount” shall have the meaning specified
in Section 8.8(c).


 


“Cure Period” shall have the meaning specified
in Section 8.8(c).


 


“Cure Right” shall have the meaning specified
in Section 8.8(c).


 


“Customer Dispute” shall mean all instances in
which (a) a customer of a Borrower has rejected or returned the goods and
such return or rejection has not been accepted by such Borrower as a valid
return or rejection, or (b) a customer of a Borrower has otherwise
affirmatively asserted grounds for nonpayment of an Account, including any
repossession of goods by such Borrower, or any claim by an Account Debtor of
total or partial failure of delivery, set-off, counterclaim, or breach of
warranty.


 


“CWFR” shall mean
CWFR Capital Corp., a Delaware corporation.


 


“CWI” shall mean have the meaning specified in
the preamble.


 


“Date of Issue” shall mean the date on which
the Issuing Bank issues a Letter of Credit pursuant to Section 2.15.


 


“Default” shall mean any Event of Default, and
any of the events specified in Section 9.1 regardless of whether
there shall have occurred any passage of time or giving of notice (or both)
that would be necessary in order to constitute such event an Event of Default.


 


8

















 


“Default Rate” shall mean a simple per annum
interest rate equal to, with respect to all outstanding Obligations, the sum of
(a) the applicable Interest Rate Basis, plus (b) the Interest Rate
Margin, plus (c) two percent (2.00%).


 


“Deferred Tax Liabilities” shall mean the
potential tax liability of CWI or any other Borrower Party in the amount of
approximately $11,374,000 as a result of the sale by CWI and Affinity Group, Inc.
of buildings and land at eleven (11) locations to AGRP Management Corp., an
Affiliate of CWI at the time of such sale, in 2001.


 


“Disbursement Account” shall mean the deposit
account maintained at SunTrust, or as otherwise designated to the
Administrative Agent by Borrowers.


 


“Dividends” shall mean any direct or indirect
distribution, dividend, or payment to any Person on account of any Equity
Interests of any Borrower Party.


 


“Dollars” or “$” shall mean the lawful
currency of the United States.


 


“Domestic Subsidiary” shall mean any Subsidiary
of a Borrower that is organized and existing under the laws of the US or any
state or commonwealth thereof or under the laws of the District of Columbia.


 


“E-Fax” shall mean any system used to receive
or transmit faxes electronically.


 


“E-System” shall mean any electronic system,
including SyndTrak Online and any other internet or extranet-based site,
whether such electronic system is owned, operated or hosted by the
Administrative Agent, any of its Affiliates or any other Person, providing for
access to data protected by passcodes or any other security system.


 


“EBITDA” shall mean, with respect to Camping
World and its Subsidiaries on a consolidated basis, determined in accordance
with GAAP, for any period, the Net Income for such period, plus, without
duplication and to the extent reflected as charges in the statement of Net
Income for such period, the sum of (a) income taxes, (b) Interest
Expense and (c) depreciation and amortization expense; provided, however,
that if any such calculation includes any period in which an acquisition or
sale of a Person or all or substantially all of the assets of a Person
occurred, then such calculation shall be made on a Pro Forma Basis.


 


“Electronic Transmission” shall mean each
document, instruction, authorization, file, information and any other
communication transmitted, posted or otherwise made or communicated by e-mail
or E-Fax, or otherwise to or from an E-System or any other equivalent service.


 


“Eligible Assignee” shall mean (a) a
Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; or (d) any
other Person approved by (i) the Administrative Agent, (ii) the
Issuing Bank and, (iii) unless a Default exists, Camping World, such
approvals not to be unreasonably withheld or delayed; provided, however,
that if the consent of Camping World to an assignment or to an Eligible
Assignee is required hereunder (including a consent to an assignment which does
not meet the minimum assignment thresholds specified in Section 11.5(b)),
Camping World shall be deemed to have given its consent five (5) Business
Days after 


 


9

















 


the date notice thereof
has been delivered by the assigning Lender (through the Administrative Agent)
unless such consent is expressly refused by Borrowers prior to such fifth
Business Day.


 


“Eligible Credit Card Accounts” shall mean
Accounts (net of any applicable reserves retained by a Credit Card Issuer or a
Credit Card Processor), owed by a Credit Card Issuer or Credit Card Processor
reasonably acceptable to the Administrative Agent to a Borrower resulting from
charges by a customer of a Borrower on credit or debit cards issued or processed
by such Credit Card Issuer or Credit Card Processor in connection with the sale
of goods by a Borrower, or services performed by a Borrower, in each case as
arise in the ordinary course of business and which have been earned by
performance and that the Administrative Agent, in the exercise of its Permitted
Discretion, determines to be Eligible Credit Card Accounts; provided, however,
that, without limiting the right of the Administrative Agent to establish other
criteria of ineligibility, Eligible Credit Card Accounts shall not include any
of the following Accounts:


 


(a)           Accounts that have
been outstanding for more than five (5) Business Days from the date of
sale of goods or services giving rise to such Accounts;


 


(b)           Accounts as to which
a security agreement, financing statement, equivalent security or Lien
instrument or continuation statement is on file or of record in any public
office, except as may have been filed in favor of the Administrative Agent, for
the benefit of the Lender Group, pursuant to the Security Documents;


 


(c)           Accounts which are
not subject to a valid and continuing first priority Lien in favor of the
Administrative Agent, for the benefit of the Lender Group, pursuant to the
Security Documents as to which all action necessary or desirable to perfect
such security interest shall have been taken, and to which any Borrower has
good and marketable title, free and clear of any Liens (other than Liens in
favor of the Administrative Agent, for the benefit of the Lender Group);


 


(d)           Accounts with
respect to which any of the representations, warranties, covenants and
agreements contained in Section 5.2 are not or have ceased to be complete
and correct or have been breached;


 


(e)           Accounts as to which
the Credit Card Processor has the right under certain circumstances to require
a Borrower to repurchase the Accounts from such Credit Card Processor;


 


(f)            Accounts as to
which any one or more of the following events has occurred with respect to the
Credit Card Issuer or Credit Card Processor owing such Accounts:  the filing by or against such Credit Card
Issuer or Credit Card Processor of a request or petition for liquidation,
reorganization, arrangement, adjustment of debts, adjudication as a bankrupt,
winding-up, or other relief under the bankruptcy, insolvency, or similar laws
of the US, any state or territory thereof, or any foreign jurisdiction, now or
hereafter in effect; the making of any general assignment by such Credit Card
Issuer or Credit Card Processor for the benefit of creditors; the appointment
of a receiver or trustee for such Credit Card Issuer or Credit Card Processor
or for any of the assets of such Credit Card Issuer or Credit Card Processor,
including the appointment of or taking possession by a “custodian”, as defined
in Bankruptcy Code; the 


 


10

















 


institution by or
against such Credit Card Issuer or Credit Card Processor of any other type of
Insolvency Proceeding or of any formal or informal proceeding for the
dissolution or liquidation of, settlement of claims against, or winding up of
affairs of, such Credit Card Issuer or Credit Card Processor; the sale,
assignment, or transfer of all or substantially all of the assets of such
Credit Card Issuer or Credit Card Processor unless the obligations of such
Credit Card Issuer or Credit Card Processor in respect of the Accounts are
assumed by and assigned to such purchaser or transferee; the nonpayment
generally by such Credit Card Issuer or Credit Card Processor of its debts as
they become due; or the cessation of the business of such Credit Card Issuer or
Credit Card Processor as a going concern;


 


(g)           Accounts which are
evidenced by a promissory note or other instrument or by chattel paper;


 


(h)           Accounts which are
not a bona fide, valid and, to the best of any Borrower’s knowledge,
enforceable obligation of the Credit Card Issuer or Credit Card Processor
thereunder;


 


(i)            Accounts which
arise on account of any private label credit card issued by a Borrower Party;
or


 


(j)            Accounts which are
disputed, are with recourse, or with respect to which a claim, counterclaim,
offset or chargeback has been asserted (to the extent of such claim,
counterclaim, offset or chargeback).


 


“Eligible In-Transit Inventory” shall mean
Inventory that would otherwise be Eligible Landed Inventory (other than for its
location) as to which:


 


(a)           such Inventory is
purchased with and subject to a Commercial Letter of Credit or the payment for
which has been paid in full and in cash;


 


(b)           such Inventory is
then in transit (whether by vessel, air or land) from a location outside of the
continental United States to any location in the continental United States
owned or leased by a Borrower;


 


(c)           the title of such
Inventory has passed to, and such Inventory is owned by, a Borrower and for
which the Administrative Agent shall have received such evidence thereof as the
Administrative Agent may require in its Permitted Discretion;


 


(d)           the Administrative
Agent has received each of the following: (i) a copy of the certificate of
marine cargo insurance in connection therewith in which the Administrative
Agent has been named as an additional insured and loss payee in a manner
acceptable to the Administrative Agent in its Permitted Discretion; and (ii) a
copy of the invoice, packing slip and manifest with respect thereto;


 


(e)           such Inventory is
either (i) subject to a negotiable bill of lading (A) that is
consigned to the Issuing Bank (unless and until such time as the Administrative
Agent shall require that the same be consigned to the Administrative Agent,
then thereafter, that is consigned to the Administrative Agent either directly
or by means of endorsements), (B) that was issued by 


 


11

















 


the carrier in
respect of such Inventory and (C) is either in the possession of the
customs broker, freight forwarder or other third party handling the shipping
and delivery of such Inventory acting on behalf of the Administrative Agent
pursuant to a Collateral Access Agreement or the subject of a telefacsimile or
other electronic copy that the Administrative Agent has received from the
Issuing Bank with respect to the Letter of Credit and as to which the
Administrative Agent has also received confirmation from the Issuing Bank that
such document is in transit to the Administrative Agent or the customs broker,
freight forwarder or other third party handling the shipping and delivery of
such Inventory acting on behalf of the Administrative Agent pursuant to a
Collateral Access Agreement or (ii) subject to a negotiable cargo receipt
and is not the subject of a bill of lading (other than a negotiable bill of
lading consigned to, and in the possession of a consolidator or the
Administrative Agent, or their respective agents) and such negotiable cargo
receipt is (A) consigned to the Issuing Bank (unless and until such time
as the Administrative Agent shall require that the same be consigned to the
Administrative Agent, then thereafter, that is consigned to the Administrative
Agent either directly or by means of endorsements), (B) issued by a
consolidator in respect of such Inventory and (C) either in the possession
of the Administrative Agent or the customs broker, freight forwarder or other
third party handling the shipping and delivery of such Inventory acting on
behalf of the Administrative Agent pursuant to a Collateral Access Agreement or
the subject of a telefacsimile or other electronic copy that the Administrative
Agent has received from the Issuing Bank with respect to the Letter of Credit
and as to which the Administrative Agent has also received a confirmation from
the Issuing Bank that such document is in transit to the Administrative Agent
or the customs broker, freight forwarder or other third party handling the
shipping and delivery of such Inventory acting on behalf of the Administrative
Agent pursuant to a Collateral Access Agreement;


 


(f)            such Inventory is
insured against types of loss, damage, hazards, and risks, and in amounts,
satisfactory to the Administrative Agent; and


 


(g)           such Inventory shall
not have been in transit for more than ninety (90) days.


 


“Eligible Inventory” shall mean, collectively,
as of any date of determination, the Eligible Landed Inventory and the Eligible
In-Transit Inventory.


 


“Eligible Landed Inventory” shall mean, as of any
particular date, the portion of the Inventory of a Borrower that the
Administrative Agent, in the exercise of its Permitted Discretion, determines
to be Eligible Landed Inventory; provided, however, that without
limiting the right of the Administrative Agent to establish other criteria of
ineligibility, Eligible Landed Inventory shall not include any of the following
Inventory:


 


(a)           Inventory that is
not owned solely by a Borrower;


 


(b)           Inventory that does
not conform to all of the warranties and representations regarding the same
which are set forth in this Agreement or any of the other Loan Documents;


 


(c)           Inventory that is
not located in the continental US either on real property owned or leased by a
Borrower;


 


12

















 


(d)           Inventory that is
subject to any claim of reclamation, Lien, adverse claim, interest or right of
any other Person;


 


(e)           Inventory that has
been consigned to or by any Person;


 


(f)            Inventory that is
not in good condition or does not meet all standards imposed by any Person
having regulatory authority over such goods or their use or sale, or Inventory
that is not currently saleable in the normal course of a Borrower’s business;


 


(g)           Inventory that
consists of work-in-process or raw materials;


 


(h)           Inventory scheduled
for return to vendors, display items, packaging materials, labels or name
plates or similar supplies;


 


(i)            Inventory that is
not personal property in which a Borrower has granted a valid and continuing
first Lien in favor of the Administrative Agent, for the benefit of the Lender
Group, pursuant to the Security Documents, or as to which all action necessary
to perfect such security interest has not been taken;


 


(j)            Inventory that
consists of recreational vehicles (other than non-motorized, towable campers)
of CWI with an aggregate value of up to $500,000 (or such higher amount to
which the Administrative Agent agrees in its sole and absolute discretion) (i) for
which the Administrative Agent has received an appraisal reflecting values of
CWI’s interest in such inventory at levels acceptable to the Administrative
Agent from an appraiser acceptable to the Administrative Agent and (ii) that
CWI is licensed by the appropriate Governmental Authority to sell; or


 


(k)           Inventory that is
covered, in whole or in part, by any security agreement, financing statement,
equivalent security or Lien instrument or continuation statement which is on
file or of record in any public office, except such as may have been filed in
favor of the Administrative Agent, for the benefit of the Lender Group,
pursuant to the Security Documents.


 


“Eligible Trade Accounts” shall mean, at any
particular date, all Accounts (other than those described in the lead-in to the
definition of Eligible Credit Card Accounts) of Borrowers that the
Administrative Agent, in the exercise of its Permitted Discretion, determines
to be Eligible Trade Accounts; provided, however, that, without
limiting the right of the Administrative Agent to establish other criteria of
ineligibility, Eligible Trade Accounts shall not include any of the following
Accounts:


 


(a)           any Account with
respect to which more than sixty (60) days have elapsed since the due date of
the original invoice therefor or more than ninety (90) days have elapsed since
the date of the original invoice therefor;


 


(b)           Accounts with
respect to which any of the representations, warranties, covenants and
agreements contained in Section 5.2 are not or have ceased to be
complete and correct or have been breached;


 


13

















 


(c)           Accounts (or any
other Account due from the same Account Debtor), with respect to which, in
whole or in part, a check, promissory note, draft, trade acceptance or other
instrument for the payment of money has been received, presented for payment
and returned uncollected for any reason;


 


(d)           Accounts as to which
any Borrower has not performed, as of the applicable date of calculation, all
of its obligations then required to have been performed, including the delivery
of merchandise or rendition of services applicable to such Accounts;


 


(e)           Accounts as to which
any one or more of the following events has occurred with respect to the
Account Debtor on such Accounts:  death
or judicial declaration of incompetency of such Account Debtor who is an
individual; the filing by or against such Account Debtor of a request or
petition for liquidation, reorganization, arrangement, adjustment of debts,
adjudication as a bankrupt, winding-up, or other relief under the bankruptcy,
insolvency, or similar laws of the US, any state or territory thereof, or any
foreign jurisdiction, now or hereafter in effect; the making of any general
assignment by such Account Debtor for the benefit of creditors; the appointment
of a receiver or trustee for such Account Debtor or for any of the assets of
such Account Debtor, including the appointment of or taking possession by a “custodian”,
as defined in Bankruptcy Code; the institution by or against such Account
Debtor of any other type of Insolvency Proceeding or of any formal or informal
proceeding for the dissolution or liquidation of, settlement of claims against,
or winding up of affairs of, such Account Debtor; the sale, assignment, or
transfer of all or substantially all of the assets of such Account Debtor
unless the obligations of such Account Debtor in respect of the Accounts are
assumed by and assigned to such purchaser or transferee; the nonpayment
generally by such Account Debtor of its debts as they become due; or the
cessation of the business of such Account Debtor as a going concern;


 


(f)            Accounts, the
collection of which, the Administrative Agent, in its Permitted Discretion,
believes to be doubtful by reason of the Account Debtor’s financial condition;


 


(g)           (i) those
Accounts of an Account Debtor for whom fifty percent (50%) or more of the
aggregate Dollar amount of such Account Debtor’s outstanding Accounts are
classified as ineligible under the criteria (other than this clause (g))
set forth herein; or (ii) those Accounts with respect to which the
aggregate Dollar amount of all Accounts owed by the Account Debtor thereon
exceeds fifteen percent (15%) of the aggregate amount of all Accounts at such
time to the extent of such excess;


 


(h)           Accounts owed by an
Account Debtor which: (i) does not maintain its chief executive office in
the US; or (ii) is not organized under the laws of the US or any state or
territory thereof; or (iii) is the government of any foreign country or
sovereign state, or of any state, municipality, or other political subdivision
thereof, or of any department, agency, public corporation, or other
instrumentality thereof;


 


(i)            Accounts owed by an
Account Debtor which is an Affiliate or employee of any Borrower, including all
amounts owed by FreedomRoads to any Borrower under any product marketing and
sales agreements or otherwise;


 


14

















 


(j)            Accounts which are
owed by an Account Debtor to which any Borrower is indebted in any way, or
which are subject to any right of setoff by the Account Debtor, unless the
Account Debtor has entered into an agreement acceptable to the Administrative
Agent to waive setoff rights;


 


(k)           Accounts which are
subject to any Customer Dispute, but only to the extent of the amount in
dispute;


 


(l)            Accounts which are
owed by the government of the US, or any department, agency, public
corporation, or other instrumentality thereof, unless all required procedures
for the effective collateral assignment of the Accounts under the Federal
Assignment of Claims Act of 1940 and any other steps necessary to perfect the
Administrative Agent’s security interest, for the benefit of the Lender Group,
in such Accounts have been complied with to the Administrative Agent’s
satisfaction with respect to such Accounts;


 


(m)          Accounts which are
owed by any state, municipality, territory or other political subdivision of
the US, or any department, agency, public corporation, or other instrumentality
thereof and as to which the Administrative Agent determines in its reasonable
discretion that its security interest therein is not or cannot be perfected;


 


(n)           Accounts which
represent sales on a bill-and-hold, guaranteed sale, sale and return, sale on
approval, consignment or other repurchase or return basis;


 


(o)           Accounts which are
evidenced by a promissory note or other instrument or by chattel paper;


 


(p)           Accounts with
respect to which the Account Debtor is located in a state or jurisdiction that
requires, as a condition to access to the courts of such jurisdiction, that a
creditor qualify to transact business, file a business activities report or
other report or form, or take one or more other actions, unless the applicable
Borrower has so qualified, filed such reports or forms, or taken such actions
(and, in each case, paid any required fees or other charges), except to the
extent that the applicable Borrower may qualify subsequently as a foreign
entity authorized to transact business in such state or jurisdiction and gain
access to such courts, without incurring any cost or penalty viewed by the
Administrative Agent to be significant in amount, and such later qualification
cures any bar to access to such courts to enforce payment of such Account;


 


(q)           Accounts as to which
the applicable Account Debtor has not been sent an invoice or has been
partially billed;


 


(r)            Accounts which are
not a bona fide, valid and, to the best of any Borrower’s knowledge,
enforceable obligation of the Account Debtor thereunder;


 


(s)           Accounts which are
owed by an Account Debtor with whom any Borrower has any agreement or
understanding for deductions from the Accounts, except for discounts or
allowances which are made in the ordinary course of business for prompt payment
or volume purchases and which discounts or allowances are reflected in the
calculation of the face value of each invoice related to such Accounts, or
Accounts with respect to which a debit or chargeback has been issued or
generated;


 


15
















 


(t)                                    Accounts which are not subject to a valid
and continuing first priority Lien in favor of the Administrative Agent, for
the benefit of the Lender Group, pursuant to the Security Documents as to which
all action necessary or desirable to perfect such security interest shall have
been taken, and to which any Borrower has good and marketable title, free and
clear of any Liens (other than Liens in favor of the Administrative Agent, for
the benefit of the Lender Group);


 


(u)                                 Accounts generated through membership
fees (other than President’s Club membership fees) or marketing fees or credit
card royalty fees;


 


(v)                                 Accounts generated through sales of
recreational vehicles; or


 


(w)                               Accounts as to which a security
agreement, financing statement, equivalent security or Lien instrument or
continuation statement is on file or of record in any public office, except as
may have been filed in favor of the Administrative Agent, for the benefit of
the Lender Group, pursuant to the Security Documents.


 


“Environmental Laws” shall mean, collectively,
any and all applicable federal, state, local or municipal laws, rules, orders,
regulations, statutes, ordinances, codes, decrees or requirements of any
Governmental Authority regulating, relating to or imposing liability or standards
of conduct concerning environmental protection matters, including Hazardous
Materials or human health, as now or may at any time during the term of this
Agreement be in effect.


 


“Equity Interests” shall mean, as applied to
any Person, any capital stock, membership interests, partnership interests or
other equity interests of such Person, regardless of class or designation, and
all warrants, options, purchase rights, conversion or exchange rights, voting
rights, calls or claims of any character with respect thereto.


 


“ERISA” shall mean the Employee Retirement
Income Security Act of 1974, as in effect on the Agreement Date and as such Act
may be amended thereafter from time to time.


 


“ERISA Affiliate” shall mean, with respect to
any Borrower Party, any trade or business (whether or not incorporated) that
together with such Borrower Party, are treated as a single employer under Section 414
of the Code.


 


“ERISA Event” shall mean, with respect to any
Borrower Party or any ERISA Affiliate, (a) any “reportable event” within
the meaning of Section 4043 of ERISA with respect to a Title IV Plan for
which the thirty (30) day notice period has not been waived; (b) the
withdrawal of any Borrower Party or ERISA Affiliate from a Title IV Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer, as defined in Section 4001(a)(2) of ERISA; (c) the
complete or partial withdrawal of any Borrower Party or any ERISA Affiliate
from any Multiemployer Plan; (d) the filing of a notice of intent to
terminate a Title IV Plan or the treatment of a plan amendment as a termination
under Section 4041 of ERISA; (e) the institution or threatened
institution of proceedings to terminate a Title IV Plan or Multiemployer Plan
by the PBGC; (f) the reorganization or insolvency of a Multiemployer Plan
under Section 4241 or 4245 of ERISA; (g) the failure by any Borrower
Party or ERISA Affiliate to make when due required contributions to a
Multiemployer Plan or Title IV Plan unless such failure is cured 


 


16

















 


within thirty (30) days; (h) any
other event or condition that would reasonably be expected to constitute
grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan
or for the imposition of liability under Section 4069 or 4212(c) of
ERISA, or (i) the revocation or threatened revocation of a Plan’s
tax-qualified status under Code Section 401(a).


 


“Eurodollar Advance” shall mean an Advance
which a Borrower requests to be made as a Eurodollar Advance or which is
continued as or converted to a Eurodollar Advance, in accordance with the
provisions of Section 2.2.


 


“Eurodollar Advance Period” shall mean, for
each Eurodollar Advance, each one (1), two (2), three (3), or six (6) month
period, as selected by a Borrower pursuant to Section 2.2, during
which the applicable Eurodollar Rate (but not the applicable Interest Rate
Margin) shall remain unchanged. 
Notwithstanding the foregoing, however: (a) any applicable
Eurodollar Advance Period which would otherwise end on a day which is not a
Business Day shall be extended to the next succeeding Business Day, unless such
Business Day falls in another calendar month, in which case such Eurodollar
Advance Period shall end on the next preceding Business Day; (b) any
applicable Eurodollar Advance Period which begins on a day for which there is
no numerically corresponding day in the calendar month during which such
Eurodollar Advance Period is to end shall (subject to clause (a) above)
end on the last day of such calendar month; and (c) no Eurodollar Advance
Period shall extend beyond the Maturity Date or such earlier date as would
interfere with the repayment obligations of Borrowers under Section 2.6.


 


“Eurodollar Basis” shall mean, with respect to
each Eurodollar Advance Period, a simple per annum interest rate equal to the
quotient of (a) the Eurodollar Rate divided by (b) one minus the
Eurodollar Reserve Percentage, stated as a decimal.  The Eurodollar Basis shall remain unchanged
during the applicable Eurodollar Advance Period, except for changes to reflect
adjustments in the Eurodollar Reserve Percentage.


 


“Eurodollar Rate” shall mean, for any
applicable Eurodollar Advance Period, the greater of (a) the British
Bankers’ Association Interest Settlement Rate per annum for deposits in Dollars
for a period equal to such Eurodollar Advance Period appearing on the display
designated as Page 3750 on the Dow Jones Markets Service (or such other page on
that service or such other service designated by the British Bankers’
Association for the display of such Association’s Interest Settlement Rates for
Dollar deposits) as of 11:00 a.m. (London, England time) on the day that
is two (2) Business Days prior to the first day of such Eurodollar Advance
Period, or if such Page 3750 is unavailable for any reason at such time,
the rate which appears on the Reuters Screen ISDA Page as of such date and
such time; provided, that if the Administrative Agent determines that
the relevant foregoing sources are unavailable for the relevant Eurodollar
Advance Period, the Eurodollar Rate shall mean the rate of interest determined
by the Administrative Agent to be the average (rounded upward, if necessary, to
the nearest one one-hundredth of one percent (1/100th of 1%)) of the rates per
annum at which deposits in Dollars are offered to the Administrative Agent two (2) Business
Days preceding the first day of such Eurodollar Advance Period by leading banks
in the London interbank market as of 10:00 a.m. for delivery on the first
day of such Eurodollar Advance Period, for the number of days comprised therein
and in an amount comparable to the amount of the Administrative Agent’s portion
of the relevant Eurodollar Advance and (b) 1.00%.


 


17

















 


“Eurodollar Reserve Percentage” shall mean the
aggregate of the maximum reserve percentages (including any emergency,
supplemental, special or other marginal reserves) expressed as a decimal (rounded
upwards to the next one one-hundredth of one percent (1/100th of 1%)) in effect
on any day to which the Administrative Agent is subject with respect to the
Eurodollar Basis pursuant to regulations issued by the Board of Governors of
the Federal Reserve System (or any Governmental Authority succeeding to any of
its principal functions) (“Regulation D”) with respect to Eurocurrency
Liabilities (as that term is defined in Regulation D).  Eurodollar Advances shall be deemed to
constitute Eurocurrency Liabilities and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to the Administrative Agent under
Regulation D.  The Eurodollar Reserve
Percentage shall be adjusted automatically on and as of the effective date of
any change in any reserve percentage. 
The Eurodollar Basis for any Eurodollar Advance shall be adjusted as of
the effective date of any changes in the Eurodollar Reserve Percentage.


 


“Event of Default” shall mean any of the events
specified in Section 9.1, provided that any requirement for
notice or lapse of time, or both, has been satisfied.


 


“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.


 


“Extraordinary Receipts” shall mean any cash
received by any Borrower Party or any of its Subsidiaries not in the ordinary
course of business (and not consisting of proceeds described in Section 2.6(b)(i) or
2.6(b)(ii)), including (a) foreign, United States, state or local
tax refunds, (b) pension plan reversions, (c) proceeds of insurance, (d) judgments,
proceeds of settlements or other consideration of any kind in connection with
any cause of action, (e) condemnation awards (and payments in lieu
thereof), (f) indemnity payments and (g) any purchase price
adjustment received in connection with any purchase agreement.


 


“Federal Funds Rate” shall mean, for any day,
the rate set forth in the weekly statistical release designated as H.15(519),
or any successor publication, published by the Federal Reserve Bank of New York
(including any such successor, “H.15(519)”) on the preceding Business Day
opposite the caption “Federal Funds (Effective)”; or, if for any relevant day
such rate is not so published on any such preceding Business Day, the rate for
such day will be the arithmetic mean as determined by the Administrative Agent
of the rates for the last transaction in overnight Federal funds arranged prior
to 12:00 noon (Atlanta, Georgia time) on that day by each of three leading
brokers of Federal funds transactions in New York, New York selected by the
Administrative Agent.


 


“Fee Letter” shall mean that certain fee letter
of even date herewith executed by Borrowers and addressed to SunTrust.


 


“Financial Covenants” shall mean the financial
covenants applicable to the Borrower Parties from time to time pursuant to Sections
8.8 and 8.9.


 


“Foreign Lender” shall have the meaning
specified in Section 2.8(b)(v).


 


18

















 


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


 


“FRH”
shall mean FreedomRoads Holding Company, LLC, a Minnesota limited liability
company, 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 AGH Bonds.


 


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


 


“Fund” shall mean any Person that is (or will
be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.


 


“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.


 


“Funding Borrower” shall have the meaning
specified in Section 2.13(f).


 


“GAAP” shall mean generally accepted accounting
principles and practices set forth from time to time in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the 


 


19

















 


Financial Accounting
Standards Board (or agencies with similar functions of comparable stature and
authority within the US accounting profession).


 


“Governmental Authority”
shall mean any nation or government, any state or other political subdivision
thereof and any entity exercising executive, legislative, judicial, regulatory
or administrative functions of or pertaining to any government.


 


“Guarantors” shall
mean, collectively, the
Subsidiary Guarantors and any other Person that has executed a document
guaranteeing the Obligations; and “Guarantor” shall mean any one of the
foregoing Guarantors.


 


“Guaranty” or “guaranteed”, as applied
to an obligation (each, a “primary obligation”), shall mean and include (a) any
guaranty, direct or indirect, in any manner, of any part or all of such primary
obligation, and (b) any agreement, direct or indirect, contingent or
otherwise, the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of non-performance) of any part
or all of such primary obligation, including any reimbursement obligations as
to amounts drawn down by beneficiaries of outstanding letters of credit, and
any obligation of any Person, whether or not contingent, (i) to purchase
any such primary obligation or any property or asset constituting direct or
indirect security therefor, (ii) to advance or supply funds (A) for
the purchase or payment of such primary obligation or (B) to maintain
working capital, equity capital or the net worth, cash flow, solvency or other
balance sheet or income statement condition of any other Person, (iii) to
purchase property, assets, securities or services primarily for the purpose of
assuring the owner or holder of any primary obligation of the ability of the
primary obligor with respect to such primary obligation to make payment thereof
or (iv) otherwise to assure or hold harmless the owner or holder of such
primary obligation against loss in respect thereof.  All references in this Agreement to “this
Guaranty” shall be to the Guaranty provided for pursuant to the terms of Article 3.


 


“Hazardous Materials” shall mean any hazardous
materials, hazardous wastes, hazardous constituents, hazardous or toxic
substances, petroleum products (including crude oil or any fraction thereof),
friable asbestos containing materials defined or regulated as such in or under
any Environmental Law.


 


“Hedge Agreement” shall mean any and all
transactions, agreements or documents now existing or hereafter entered into
between or among any Borrower Party, on the one hand, and a third party, on the
other hand, which provides for an interest rate, credit or equity swap, cap,
floor, collar, forward foreign exchange transaction, currency swap, cross
currency rate swap, currency option, or any combination of, or option with
respect to, these or similar transactions, for the purpose of hedging such
Borrower Party’s exposure to fluctuations in interest or exchange rates, loan,
credit exchange, security or currency valuations.


 


“Indemnified Person” shall mean each member of
the Lender Group, each Affiliate thereof and each of their respective
employees, representatives, officers, directors and agents.


 


“Initial Advance” shall have the meaning
specified in Section 2.12(a).


 


20

















 


“Insolvency Proceeding” shall mean any
proceeding commenced by or against any Person under any provision of the
Bankruptcy Code or under any other state, federal or non-US bankruptcy or
insolvency law, assignments for the benefit of creditors, formal or informal
moratoria, compositions, extensions generally with creditors, or proceedings
seeking reorganization, arrangement, or other similar relief.


 


“Intercreditor Agreement” shall mean that
certain Intercreditor Agreement dated as of the Agreement Date among
Administrative Agent, AGI Credit Agreement Agent and the Borrower Parties party
thereto as Grantors.


 


“Interest Expense” shall mean, for Camping
World and its Subsidiaries for any period determined on a consolidated basis in
accordance with GAAP, the sum of (a) total interest expense, including the
interest component of any Capitalized Lease Obligations capitalized or expensed
during such period (whether or not actually paid during such period) plus
(b) the net amount payable (or minus the net amount receivable)
under Hedging Agreements during such period (whether or not actually paid or
received during such period).


 


“Interest Rate Basis” shall mean the Base Rate
or the Eurodollar Basis, as applicable.


 


“Interest Rate Margin” shall mean 3.25%.


 


“Inventory” shall mean all “inventory”, as such
term is defined in the UCC, of each Borrower Party, whether now existing or
hereafter acquired, wherever located, and in any event including inventory,
merchandise, goods and other personal property that are held by or on behalf of
a Borrower Party for sale or lease or are furnished or are to be furnished
under a contract of service, goods that are leased by a Borrower Party as
lessor, or that constitute raw materials, samples, work-in-process, finished
goods, returned goods, promotional materials or materials or supplies of any
kind, nature or description used or consumed or to be used or consumed in such
Borrower Party’s business or in the processing, production, packaging,
promotion, delivery or shipping of the same, including all supplies and
embedded software.


 


“Investment” shall mean, with respect to any
Person, any loan, advance or extension of credit by such Person to, or any
Guaranty with respect to the Equity Interests, Funded Debt or other obligations
of, or any contributions to the capital of, any other Person, or any ownership,
purchase or other acquisition by such Person of any Equity Interests of any
other Person, other than any acquisition of all or substantially all of the
Equity Interests of a Person or all or substantially all of the assets,
property or business of a Person.


 


“Issuing Bank” shall mean SunTrust, or any
other Person who hereafter may be designated as the Issuing Bank pursuant to an
Assignment and Acceptance or otherwise.


 


“Lender Group” shall mean, collectively, the
Administrative Agent, the Issuing Bank and the Lenders.  In addition, if SunTrust ceases to be the
Administrative Agent, then for any Administrative Agent Hedge Agreement entered
into by any Borrower Party with SunTrust while it was the Administrative Agent,
SunTrust shall be a deemed to be a member of the Lender Group for purposes of
determining the secured parties under any Security Documents.


 


21

















 


“Lenders” shall mean those lenders whose names
are set forth on the signature pages to this Agreement under the heading “Lenders”,
any assignees of the Lenders who hereafter become parties hereto pursuant to
and in accordance with Section 11.5; and “Lender” shall mean any
one of the foregoing Lenders.


 


“Letter of Credit Commitment” shall mean the
obligation of the Issuing Bank to issue Letters of Credit in an aggregate face
amount from time to time not to exceed $10,000,000 pursuant to the terms of
this Agreement.


 


“Letter of Credit Obligations” shall mean, at
any time, the sum of (a) an amount equal to one hundred percent (100%) of
the aggregate undrawn and unexpired stated amount (including the amount to
which any such Letter of Credit can be reinstated pursuant to its terms) of the
then outstanding Letters of Credit, plus (b) an amount equal to one
hundred percent (100%) of the aggregate drawn, but unreimbursed drawings of any
Letters of Credit.


 


“Letter of Credit Reimbursement Agreement”
shall mean that certain Letter of Credit Reimbursement Agreement dated as of
the Agreement Date among AGI, Administrative Agent and Issuing Bank, and
acknowledged and agreed to by Borrowers.


 


“Letter of Credit Reserve Account” shall mean
any account maintained by the Administrative Agent the proceeds of which shall
be applied as provided in Section 9.2(d).


 


“Letters of Credit” shall mean either Standby
Letters of Credit or Commercial Letters of Credit issued by the Issuing Bank on
behalf of a Borrower from time to time in accordance with Section 2.15.


 


“Lien” shall mean, with respect to any
property, any mortgage, lien, pledge, negative pledge agreement, assignment,
charge, option, security interest, title retention agreement, levy, execution,
seizure, attachment, garnishment, or other encumbrance of any kind in respect
of such property, whether or not choate, vested, or perfected.


 


“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 Account” shall have the meaning specified
in Section 2.7(b).


 


“Loan Documents” shall mean this Agreement, any
Revolving Loan Notes, the Security Documents, the Intercreditor Agreement, the
Blocked Account Agreements, the Letter of Credit Reimbursement Agreement, the
Fee Letter, all reimbursement agreements relating
to Letters of Credit issued hereunder, all Collateral Access Agreements, all
Compliance Certificates, all Requests for Advance, all Requests for Issuance of
Letters of Credit, all Notices of Conversion/Continuation, all Borrowing Base
Certificates, all documents executed in connection with the Federal Assignment
of Claims Act of 1940 (if any) and all other documents, lockbox agreements,
instruments, certificates, and agreements executed or delivered in connection
with or contemplated by this Agreement, including any security agreements or
guaranty agreements from a Borrower’s Subsidiaries to the Lender Group, or any
of them; provided, however, that, 


 


22

















 


notwithstanding the
foregoing, none of the Bank Product Documents shall constitute Loan Documents.


 


“Loans” shall mean, collectively, the Revolving
Loans, the Swing Loans and the Agent Advances.


 


“Majority Lenders” shall mean, as of any date
of calculation, Lenders the sum of whose unutilized portions of the Revolving
Loan Commitment plus Loans (other than Swing Loans and Agent Advances)
outstanding plus participation interests in Letter of Credit Obligations, Swing
Loans and Agent Advances outstanding on such date of calculation exceeds fifty
percent (50%) of the sum of the aggregate unutilized Revolving Loan Commitment
plus Loans (other than Swing Loans and Agent Advances) outstanding plus
participation interests in Letter of Credit Obligations, Swing Loans and Agent
Advances outstanding of all of the Lenders as of such date of calculation.


 


“margin stock” shall have the meaning specified
in Section 5.1(t).


 


“Material Contracts” shall mean, collectively,
all contracts, leases, instruments, guaranties, licenses or other arrangements
(other than the Loan Documents) to which any Borrower Party or any Subsidiary a
of Borrower Party is or becomes a party as to which the breach, nonperformance,
cancellation or failure to renew by any party thereto could have a Materially
Adverse Effect, including the AGI Credit Documents and the AGI Bonds.


 


“Materially Adverse Effect” shall mean, with
respect to any event, act, condition or occurrence of whatever nature
(including any adverse determination in any litigation, arbitration or
governmental investigation or proceeding), a material adverse change in, or a
material adverse effect on (a) the business, assets, liabilities,
condition (financial or otherwise), prospects or operations of a Borrower
Party, (b) the ability of any Borrower Party to perform any obligations
under this Agreement or any other Loan Document to which it is a party, or (c) (i) the
validity, binding effect or enforceability of any Loan Document, (ii) the
rights, remedies or benefits available to the Administrative Agent, the Issuing
Bank or any Lender under any Loan Document or (iii) the attachment,
perfection or priority of any Lien of the Administrative Agent under the
Security Documents on the Collateral.  In
determining whether any individual event, act, condition or occurrence of the
foregoing types would result in a Materially Adverse Effect, notwithstanding
that a particular event, act, condition or occurrence does not itself have such
effect, a Materially Adverse Effect shall be deemed to have occurred if the
cumulative effect of such event, act, condition or occurrence and all other
events, acts, conditions or occurrences of the foregoing types which have
occurred would result in a Materially Adverse Effect.


 


“Maturity Date” shall mean the earlier of (i) the
date which is three years from the Agreement Date, (ii) the date which is
60 days prior to the date of maturity of the AGI Credit Agreement, (iii) the
date which is 120 days prior to the earlier date of maturity of the AGI Bonds
and the AGH Bonds, except that this clause (iii) shall not apply if the
AGI Bonds and the AGH Bonds are (a) refinanced or exchanged for a security
with a maturity date of at least 120 days following the date set forth in the
foregoing clause (i) or (b) discharged (through conversion to equity
or otherwise) without incurring any replacement or refinanced Indebtedness, or
such earlier date as payment of the Loans shall be due (whether by acceleration
or otherwise).


 


23

















 


“Maximum Borrower Liability” shall have the
meaning specified in Section 2.13(c).


 


“Maximum Guaranteed Amount” shall have the
meaning specified in Section 3.1(g).


 


“Moody’s” shall mean Moody’s Investor Service, Inc.,
or any successor thereto.


 


“Mortgage” shall mean, collectively, any
mortgage, deed of trust or deed to secure debt entered into by a Borrower Party
in favor of the Administrative Agent, for the benefit of the Lender Group.


 


“Multiemployer Plan” shall mean a “multiemployer
plan” as defined in Section 4001(a)(3) of ERISA, and to which any
Borrower Party or ERISA Affiliate is making, is obligated to make or has made
or been obligated to make, contributions on behalf of participants who are or
were employed by any of them.


 


“Necessary Authorizations” shall mean all
material authorizations, consents, permits, approvals, licenses, and exemptions
from, and all filings and registrations with, and all reports to, any
Governmental Authority whether federal, state, local, and all agencies thereof,
which are required for the transactions contemplated by the Loan Documents, the
AGI Credit Documents, and the conduct of the businesses and the ownership (or
lease) of the properties and assets of the Borrower Parties.


 


“Net Cash Proceeds” shall mean, with respect to
any sale, lease, transfer, casualty loss or other disposition or loss of assets
by any Borrower Party or any issuance by any Borrower Party of any Equity
Interests or the incurrence by any Borrower Party of any Funded Debt (other
than the Obligations), the aggregate amount of cash received for such assets or
Equity Interests, or as a result of such Funded Debt, net of reasonable and
customary transaction costs properly attributable to such transaction and
payable by such Borrower Party to a non-Affiliate in connection with such sale,
lease, transfer or other disposition of assets or the issuance of any Equity
Interests or the incurrence of any Funded Debt, including sales commissions and
underwriting discounts.


 


“Net Income” shall mean, for any period, the
consolidated net income (or loss) of Camping World and its Subsidiaries for
such period, determined in accordance with GAAP, but excluding therefrom (to
the extent otherwise included therein) (a) any extraordinary gains or
losses (including losses from discontinued operations that constitute
extraordinary losses), (b) any gains attributable to write-ups of assets, (c) any
non-cash losses attributable to write-downs of assets, (d) any Equity
Interest of Camping World or any of its Subsidiaries in the unremitted earnings
of any Person that is not a Subsidiary of Camping World and (e) any income
(or loss) of any Person accrued prior to the date it becomes a Subsidiary or is
merged into or consolidated with Camping World or any of its Subsidiaries on
the date that such Person’s assets are acquired by Camping World or such
Subsidiary.


 


“New York Life Facility” shall mean that certain
Second Lien Note Purchase Agreement, dated as of June 5, 2009, by and
among AGI, the affiliates of AGI 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.


 


24

















 


“NOLV” shall mean, as to any particular
category of asset, the value that is estimated to be recoverable in an orderly
liquidation thereof, net of liquidation expenses of selling such category of
assets, as determined from time to time by a qualified appraiser selected by
the Administrative Agent.


 


“Non-Depository Account” shall have the meaning
specified in Section 6.15(f).


 


“Notice of Conversion/Continuation” shall mean
a notice in substantially the form of Exhibit D.


 


“Obligations” shall mean (a) all payment
and performance obligations as existing from time to time of the Borrower
Parties to the Lender Group, or any of them, under this Agreement and the other
Loan Documents (including all Letter of Credit Obligations and including any
interest, fees and expenses that, but for the provisions of the Bankruptcy
Code, would have accrued), or as a result of making the Loans or issuing the
Letters of Credit, (b) the obligation to pay an amount equal to the amount
of any and all damages which the Lender Group, or any of them, may suffer by
reason of a breach by any Borrower Party of any obligation, covenant, or
undertaking with respect to this Agreement or any other Loan Document, and (c) any
debts, liabilities and obligations as existing from time to time of any
Borrower Party to the Administrative Agent (or an Affiliate of the
Administrative Agent) arising from or in connection with any Bank Products and,
if SunTrust ceases to be the Administrative Agent, any debts, liabilities and
obligations as existing from time to time of any Borrower Party to SunTrust (or
an Affiliate of SunTrust) arising from or in connection with any Bank Products
Documents entered into at a time when SunTrust was the Administrative Agent.


 


“OFAC” shall mean the Office of Foreign Assets
Control of the United States Department of the Treasury.


 


“Other Debtor Relief Law” shall have the
meaning specified in Section 2.13(c)(iii).


 


“Other Taxes” shall have the meaning specified
in Section 2.8(b)(ii).


 


“Overadvance” shall have the meaning specified
in Section 2.1(d).


 


“Participant” shall have the meaning specified
in Section 11.5(d).


 


“Patent Security Agreements” shall mean,
collectively, the Patent Security Agreements made in favor of the
Administrative Agent, on behalf of the Lender Group, from time to time.


 


“Payment Date” shall mean the last day of each
Eurodollar Advance Period for a Eurodollar Advance.


 


“PBGC” shall mean the Pension Benefit Guaranty
Corporation or any entity succeeding to any or all of its functions under
ERISA.


 


“Permitted Discretion” shall mean a
determination made in the exercise of reasonable (from the perspective of a
secured asset-based lender) business judgment.


 


25
















 


“Permitted Holder” shall mean Stephen Adams,
the indirect owner of one hundred percent (100%) of the outstanding Equity
Interests of AGH as of the Agreement Date.


 


“Permitted Liens” shall mean, as applied to any
Person:


 


(a)           Any Lien in favor of
the Administrative Agent or any other member of the Lender Group given to
secure the Obligations;


 


(b)           (i) Liens on
real estate for real estate taxes not yet delinquent and (ii) Liens for
taxes, assessments, judgments, governmental charges or levies, or claims not yet
delinquent or the non-payment of which is being diligently contested in good
faith by appropriate proceedings and for which adequate reserves have been set
aside on such Person’s books;


 


(c)           Liens of carriers,
warehousemen, mechanics, laborers, suppliers, workers and materialmen incurred
in the ordinary course of business for sums not yet due or being diligently
contested in good faith, if such reserve or appropriate provision, if any, as
shall be required by GAAP shall have been made therefor;


 


(d)           Liens incurred in
the ordinary course of business in connection with worker’s compensation and
unemployment insurance or other types of social security benefits;


 


(e)           Easements,
rights-of-way, restrictions (including zoning or deed restrictions), and other
similar encumbrances on the use of real property which in the reasonable
opinion of the Administrative Agent do not interfere with the ordinary conduct
of the business of such Person;


 


(f)            Purchase money
security interests and Liens securing Capitalized Lease Obligations provided
that such Lien attaches only to the asset (which asset shall not constitute
Inventory) so purchased or leased by such Person and secures only Funded Debt
incurred by such Person in order to purchase or lease such asset, but only to the
extent permitted by Section 8.1(d);


 


(g)           Deposits to secure
the performance of bids, trade contracts, tenders, sales, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations
of a like nature incurred in the ordinary course of business;


 


(h)           Liens on assets of
Borrowers existing as of the Agreement Date which are set forth on Schedule
1.1(b);


 


(i)            Liens on assets of
the Borrower Parties securing the AGI Credit Agreement Debt so long as all such
Liens are subject to the Intercreditor Agreement;


 


(j)            With respect to
Collateral consisting of real property, Liens that are exceptions to the
commitments for title insurance issued in connection with the Mortgage, as
accepted by the Administrative Agent in its sole and absolute discretion; and


 


(k)           Mortgages in favor
of the AGI Credit Agreement Agent, delivered after the Agreement Date, upon
leasehold interests in real property, pursuant to the AGI Credit 


 


26

















 


Documents; provided,
that a Mortgage on such leasehold interest is also delivered in favor of the
Administrative Agent in accordance with Section 6.21, unless the
requirement to deliver a Mortgage on such leasehold interest pursuant to Section 6.21
has been duly waived pursuant to Section 11.12.


 


“Person” shall mean an individual, corporation,
partnership, trust, joint stock company, limited liability company,
unincorporated organization, other legal entity or joint venture or a
government or any agency or political subdivision thereof.


 


“Plan” shall mean an employee benefit plan
within the meaning of Section 3(3) of ERISA that any Borrower Party
or ERISA Affiliate maintains, contributes to or has an obligation to contribute
to or has maintained, contributed to or had an obligation to contribute to at
any time within the past six (6) years on behalf of participants who were
employed by any Borrower Party or ERISA Affiliate.


 


“Pro Forma Basis” shall mean for purposes of
determining compliance with the Financial Covenants and the defined terms
relating thereto, giving pro forma effect to any acquisition or sale of a
Person, all or substantially all of the business or assets of a Person, and any
related incurrence, repayment or refinancing of Funded Debt, Capital Expenditures
or other related transactions which would otherwise be accounted for as an
adjustment permitted by Regulation S-X under the Securities Act or on a pro
forma basis under GAAP, in each case, as if such acquisition or sale and
related transactions were realized on the first day of the relevant period.


 


“Property” shall mean any real property or
personal property, plant, building, facility, structure, underground storage
tank or unit, equipment, Inventory or other asset owned, leased or operated by
the Borrower Parties, their Subsidiaries or any of them (including any surface
water thereon or adjacent thereto, and soil and groundwater thereunder).


 


“Register” shall have the meaning specified in Section 11.5(c).


 


“Reimbursement Obligations” shall mean the
payment obligations of Borrowers under Section 2.15(d).


 


“Replacement Event” shall have the meaning
specified in Section 11.16.


 


“Replacement Lender” shall have the meaning
specified in Section 11.16.


 


“Request for Advance” shall mean any
certificate signed by an Authorized Signatory of a Borrower requesting a new
Advance hereunder, which certificate shall be denominated a “Request for
Advance”, and shall be in substantially the form of Exhibit E.  Each Request for Advance shall, among other
things, specify the date of the Advance, which shall be a Business Day, the
amount of the Advance, and the type of Advance.


 


“Request for Issuance of Letter of Credit”
shall mean any certificate signed by an Authorized Signatory of a Borrower
requesting that the Issuing Bank issue a Letter of Credit hereunder, which
certificate shall be in substantially the form of Exhibit F, and
shall, among other things, (a) specify that the requested Letter of Credit
is either a Commercial Letter of Credit or a Standby Letter of Credit, (b) the
stated amount of the Letter of Credit (which shall be 


 


27

















 


in Dollars), (c) the
effective date (which shall be a Business Day) for the issuance of such Letter
of Credit, (d) the date on which such Letter of Credit is to expire (which
shall be a Business Day and which shall be subject to Section 2.15(a)),
(e) the Person for whose benefit such Letter of Credit is to be issued, (f) other
relevant terms of such Letter of Credit, and (g) the Available Letter of
Credit Amount as of the scheduled date of issuance of such Letter of Credit.


 


“Reserves” shall mean reserves that the
Administrative Agent may establish from time to time in its Permitted
Discretion for such purposes as the Administrative Agent shall deem
necessary.  Without limiting the
generality of the foregoing, the following reserves shall be deemed an exercise
of the Administrative Agent’s Permitted Discretion:  (a) reserves for price adjustments and
damages, (b) reserves for obsolescence of Inventory; (c) reserves for
special order goods and deferred shipment sales; (d) reserves for accrued
but unpaid ad valorem and personal property tax liability; (e) reserves
for market value declines; (f) and receivable reserves; (g) Bank
Product Reserves; (h) reserves for accrued, unpaid interest on the
Obligations; (i) reserves for warehousemen’s, bailees’, shippers’ or
carriers’ charges; and (j) reserves for any other matter that has a
negative impact on the value of the Collateral.


 


“Restricted Payment” shall mean (a) after
repayment of the AGI Bonds and the AGH Bonds, Dividends, (b) loans by any
Borrower Party or any Subsidiary of a Borrower Party to any Affiliate or (c) any
payment of management, consulting or similar fees payable by any Borrower Party
or any Subsidiary of a Borrower Party to any Affiliate.


 


“Restricted Purchase” shall mean any payment on
account of the purchase, redemption, or other acquisition or retirement of any
shares of Equity Interests of any Borrower Party.


 


“Retiree Welfare Plan” shall mean a Plan that
is an “employee welfare benefit plan” within the meaning of Section 3(1) of
ERISA that provides for continuing coverage or benefits for any participant or
any beneficiary of a participant after such participant’s termination of
employment, other than continuation coverage provided pursuant to Code Section 4980B
(or applicable state law mandating health insurance continuation coverage for
employees) and at the sole expense of the participant or the beneficiary.


 


“Revolving Commitment Ratio” shall mean, with
respect to any Lender, the ratio, expressed as a percentage, of (a) the
portion of the Revolving Loan Commitment of such Lender, divided by (b) the
Revolving Loan Commitment, which, as of the Agreement Date, are set forth
(together with Dollar amounts thereof) on Schedule 1.1(a).


 


“Revolving Loan Commitment” shall mean the
several obligations of the Lenders to advance the aggregate amount of up to
$12,000,000 to Borrowers on or after the Agreement Date, in accordance with
their respective Revolving Commitment Ratios, pursuant to the terms of this
Agreement, as such amount may be reduced from time to time pursuant to the
terms of this Agreement.


 


“Revolving Loan Notes” shall mean those certain
promissory notes issued by Borrowers to each of the Lenders that requests a
promissory note, in accordance with each such Lender’s Revolving Commitment
Ratio of the Revolving Loan Commitment, in substantially in the form of Exhibit G.


 


28

















 


“Revolving Loans” shall mean, collectively, the
amounts (other than Agent Advances and Swing Loans) advanced from time to time
by the Lenders to Borrowers under the Revolving Loan Commitment, not to exceed
the amount of the Revolving Loan Commitment.


 


“S&P” shall mean Standard & Poor’s
Ratings Group, a division of McGraw-Hill, Inc., or any successor thereto.


 


“SEA” shall mean the Securities and Exchange
Act of 1934 and the rules promulgated thereunder by the Securities and
Exchange Commission, as amended from time to time or any similar Federal law
then in force.


 


“Securities Act” shall mean the Securities Act
of 1933, as amended, or any similar Federal law then in force.


 


“Security Agreement” shall mean that certain
Pledge and Security Agreement dated as of the Agreement Date among the Borrower
Parties and the Administrative Agent, on behalf of, and for the benefit of, the
Lender Group, in form and substance satisfactory to the Administrative Agent.


 


“Security Documents” shall mean, collectively,
the Copyright Security Agreements, the Mortgages, the Patent Security
Agreements, the Affinity Pledge Agreement, the Security Agreement, the
Trademark Security Agreements, all documents executed in connection with the
Federal Assignment of Claims Act of 1940 (if any), all UCC-1 financing
statements and any other document, instrument or agreement granting Collateral
for the Obligations, as the same may be amended or modified from time to time.


 


“Standby Letter of Credit” shall mean a Letter
of Credit issued to support obligations of a Borrower incurred in the ordinary
course of its business, and which is not a Commercial Letter of Credit.


 


“Subsidiary” shall mean, as applied to any
Person, (a) any corporation of which more than fifty percent (50%) of the
outstanding stock (other than directors’ qualifying shares) having ordinary
voting power to elect a majority of its board of directors, regardless of the
existence at the time of a right of the holders of any class or classes of
securities of such corporation to exercise such voting power by reason of the
happening of any contingency, or any partnership or limited liability company
of which more than fifty percent (50%) of the outstanding partnership interests
or membership interests, as the case may be, is at the time owned by such Person,
or by one or more Subsidiaries of such Person, or by such Person and one or
more Subsidiaries of such Person, and (b) any other entity which is
controlled or capable of being controlled by such Person, or by one or more
Subsidiaries of such Person, or by such Person and one or more Subsidiaries of
such Person.


 


“Subsidiary Guarantors” shall mean all
Subsidiaries of Borrowers signatory to this Agreement as a “Guarantor” and all
Subsidiaries of a Borrower that have otherwise guaranteed the Obligations, but
shall not include CWFR.


 


“Swing Bank” shall mean SunTrust, or any other
Lender who shall agree with the Administrative Agent to act as Swing Bank.


 


29

















 


“Swing Loans” shall mean, collectively, the
amounts advanced from time to time by the Swing Bank to Borrowers under the
Revolving Loan Commitment in accordance with Sections 2.1(c) and  2.2(g).


 


“Taxes” shall have the meaning specified in Section 2.8(b)(i).


 


“Title IV Plan” shall mean a Plan that is an “employee
pension benefit plan”, within the meaning of Section 3(2) of ERISA,
that is covered by Title IV of ERISA.


 


“Trademark Security Agreements” shall mean,
collectively, the Trademark Security Agreements made in favor of the
Administrative Agent, on behalf of the Lender Group, from time to time.


 


“UCC” shall mean the Uniform Commercial Code as
the same may, from time to time, be enacted and in effect in the State of
Georgia; provided, that to the extent that the UCC is used to define any
term herein and such term is defined differently in different Articles or
Divisions of the UCC, the definition of such term contained in Article or
Division 9 shall govern; provided  further, that in the event
that, by reason of mandatory provisions of law, any or all of the attachment,
perfection or priority of, or remedies with respect to, the Administrative
Agent’s Lien on any Collateral is governed by the Uniform Commercial Code as
enacted and in effect in a jurisdiction other than the State of Georgia, the
term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in
such other jurisdiction solely for purposes of the provisions thereof relating
to such attachment, perfection, priority or remedies and for purposes of
definitions related to such provisions.


 


“Unfinanced Capital Expenditures” shall mean,
with respect to Camping World and its Subsidiaries for any period, Capital
Expenditures made during such period that are not financed with the proceeds of
Funded Debt (other than Funded Debt described in clause (l)(i) of the
definition thereof) and are otherwise permitted under this Agreement.


 


“Unfunded Pension Liability” shall mean at any
time, the aggregate amount, if any, of the sum of (a) the amount by which
the present value of all accrued benefits under each Title IV Plan exceeds the
fair market value of all assets of such Title IV Plan allocable to such
benefits in accordance with Title IV of ERISA, all determined as of the most
recent valuation date for each such Title IV Plan using the actuarial assumptions
for funding purposes in effect under such Title IV Plan, and (b) for a
period of five (5) years following a transaction which might reasonably be
expected to be covered by Section 4069 of ERISA, the liabilities (whether
or not accrued) that could be avoided by any Borrower Party or any ERISA
Affiliate as a result of such transaction.


 


“Unused Line Fee” shall have the meaning
specified in Section 2.4(b).


 


“US” or “United States” shall mean 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.


 


30

















 


“Value” shall
mean, at any particular date, with respect to any item of Inventory:  (a) the lower of the fair market value
of the Inventory and its cost, valued in accordance with the “First-In,
First-Out” method of accounting, minus (b) an amount which is equal to the
amount of reserves which, under FASB No. 48, “Revenue recognition when the
right of return exists”, Borrowers shall be required to take in regard to the
amount identified in clause (a) of this definition.


 


“Voidable Transfer” shall have the meaning
specified in Section 11.18.


 


Section 1.2             Accounting
Principles.  The classification,
character and amount of all assets, liabilities, capital accounts and reserves
and of all items of income and expense to be determined, and any consolidation
or other accounting computation to be made, and the interpretation of any
definition containing any financial term, pursuant to this Agreement shall be
determined and made in accordance with GAAP consistently applied, unless such
principles are inconsistent with the express requirements of this Agreement; provided
that if because of a change in GAAP after the date of this Agreement Camping
World or any of its Subsidiaries would be required to alter a previously
utilized accounting principle, method or policy in order to remain in
compliance with GAAP, such determination shall continue to be made in
accordance with Camping World’s or such Subsidiary’s previous accounting
principles, methods and policies.  All
accounting terms used herein without definition shall be used as defined under
GAAP.  All financial calculations
hereunder shall, unless otherwise stated, be determined for Camping World on a
consolidated basis with its Subsidiaries.


 


Section 1.3             Other
Interpretive Matters.  Each
definition of an agreement in this Article 1 shall include such
instrument or agreement as amended, restated, supplemented or otherwise
modified from time to time with, if required, the prior written consent of the
Majority Lenders, except as provided in Section 11.12 and otherwise
to the extent permitted under this Agreement and the other Loan Documents.  Except where the context otherwise requires,
definitions imparting the singular shall include the plural and vice versa.  The words “hereof”, “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement,
unless otherwise specifically provided herein. 
References in this Agreement to “Articles”, “Sections”, “Schedules” or “Exhibits”
shall be to Articles, Sections, Schedules or Exhibits of or to this Agreement
unless otherwise specifically provided. 
The words “include”, “includes” and “including” shall be deemed to be
followed by the phrase “without limitation”, whether or not so expressly stated
in each such instance, and the term “or” has, except where otherwise indicated,
the inclusive meaning represented by the phrase “and/or”.  The word “will” shall be construed to have
the same meaning and effect as the word “shall”.  “Writing”, “written” and comparable terms
refer to printing, typing, computer disk, e-mail and other means of reproducing
words in a visible form.  Except where
otherwise specifically restricted, reference to a party to a Loan Document
includes that party and its successors and assigns.  An Event of Default, if one occurs, shall “exist”,
“continue” or be “continuing” until such Event of Default has been waived in
writing in accordance with Section 11.12. All terms used herein
which are defined in Article 9 of the UCC and which are not otherwise
defined herein shall have the same meanings herein as set forth therein.


 


31

















 


ARTICLE 2.


 


THE LOANS AND THE LETTERS
OF CREDIT


 


Section 2.1             Extension
of Credit.  Subject to the terms and
conditions of, and in reliance upon the representations and warranties made in,
this Agreement and the other Loan Documents, the Lenders agree, severally in
accordance with their respective Revolving Commitment Ratios, and not jointly,
to extend credit to Borrowers in an aggregate principal amount not to exceed
the Aggregate Commitment.


 


(a)           The Revolving
Loans.  Each Lender agrees, severally
in accordance with its Revolving Commitment Ratio and not jointly with the
other Lenders, upon the terms and subject to the conditions of this Agreement,
to lend and relend to Borrowers, from time to time on any Business Day prior to
the Maturity Date, amounts which do not exceed such Lender’s ratable share
(based upon such Lender’s Revolving Commitment Ratio) of Availability as of
such Business Day.  Subject to the terms
and conditions hereof and prior to the Maturity Date, Advances under the
Revolving Loan Commitment may be repaid and reborrowed from time to time on a
revolving basis.


 


(b)           The Letters of
Credit.  Subject to the terms and
conditions of this Agreement, the Issuing Bank agrees to issue Letters of
Credit for the account of Borrowers, from time to time on any Business Day
prior to the date thirty (30) days prior to the Maturity Date, pursuant to Section 2.15
in an outstanding face amount not to exceed, with respect to the issuance of
any individual Letter of Credit as of any Business Day, the Available Letter of
Credit Amount as of such Business Day.


 


(c)           The Swing Loans.  Subject to the terms and conditions of this
Agreement, the Swing Bank, in its sole and absolute discretion, may from time
to time on any Business Day after the Agreement Date but prior to the Maturity
Date, make Swing Loans to Borrowers (i) in an amount not to exceed
Availability as of such Business Day and (ii) in an aggregate amount
(including all Swing Loans outstanding as of such Business Day) not to exceed (A) if
SunTrust is the only Lender, the Revolving Loan Commitment, and (B) if
SunTrust is not the only Lender, $2,000,000.


 


(d)           Overadvances;
Optional Overadvances.  If at any
time the amount of the Aggregate Revolving Credit Obligations exceeds the
Aggregate Commitment, the Borrowing Base or any other applicable limitation set
forth in this Agreement (including the limitations on Swing Loans, Agent
Advances and Letters of Credit) such excess (an “Overadvance”) shall
nevertheless constitute a portion of the Obligations that are secured by the
Collateral and are entitled to all benefits thereof.  In no event, however, shall Borrowers have
any right whatsoever to (i) receive any Revolving Loan, (ii) receive
any Swing Loan, or (iii) request the issuance of any Letter of Credit if,
before or after giving effect thereto, there shall exist a Default.  In the event that (1) the Lenders shall
make any Revolving Loans, (2) the Swing Bank shall make any Swing Loan, (3) the
Administrative Agent shall make any Agent Advances or (4) the Issuing Bank
shall agree to the issuance of any Letter of Credit, which in any such case
gives rise to an Overadvance, Borrowers shall make, on demand, a payment on the
Obligations to be applied to the Revolving Loans, the Swing Loans, the Agent
Advances and the Letter of Credit Reserve


 


32

















 


Account, as
appropriate, in an aggregate principal amount equal to such Overadvance.  Notwithstanding the foregoing or any other
contrary provision of this Agreement, the Lenders hereby authorize the Swing Bank
at the direction of the Administrative Agent in the Administrative Agent’s
Permitted Discretion, and Swing Bank shall at the direction of the
Administrative Agent, knowingly and intentionally, continue to make Swing Loans
to Borrowers, notwithstanding that an Overadvance exists or thereby would be
created, in an aggregate amount outstanding at any time not to exceed (together
with the amount of Agent Advances made pursuant to Section 2.1(e) then
outstanding) ten percent (10%) of the Borrowing Base, so long as (i) after
giving effect to such Swing Loans, the outstanding Aggregate Revolving Credit
Obligations does not exceed the Aggregate Commitment, and (ii) at the time
of the making of any such Swing Loans, the Administrative Agent does not
believe, in good faith, that the Overadvance created by such Swing Loans will
be outstanding for more than ninety (90) days. 
The foregoing sentence is for the exclusive benefit of the
Administrative Agent, the Swing Bank, and the Lenders and is not intended to
benefit Borrowers in any way.  The
Majority Lenders may at any time revoke the Administrative Agent’s authority to
direct the Swing Bank to make Overadvances pursuant to the preceding sentence
of this Section 2.1(d).  Any
such revocation must be in writing and shall become effective prospectively
upon the Administrative Agent’s receipt thereof.


 


(e)           Agent Advances.


 


(i)            Subject to the
limitations set forth below and notwithstanding anything else in this Agreement
to the contrary, the Administrative Agent is authorized by Borrowers and the
Lenders, from time to time in the Administrative Agent’s sole and absolute
discretion, (A) at any time that a Default exists, or (B) at any time
that any of the other conditions precedent set forth in Article 4
have not been satisfied, to make Base Rate Advances to Borrowers on behalf of
the Lenders in an aggregate amount outstanding at any time not to exceed
(together with the amount of Swing Loans made pursuant to Section 2.1(c) then
outstanding) ten percent (10%) of the Borrowing Base, which the Administrative
Agent, in its reasonable business judgment, deems necessary or desirable (1) to
preserve or protect the Collateral, or any portion thereof, (2) to enhance
the likelihood of, or maximize the amount of, repayment of the Loans and other
Obligations, or (3) to pay any other amount chargeable to Borrowers
pursuant to the terms of this Agreement, including costs, fees and expenses as
provided under this Agreement (any of such advances are herein referred to as “Agent
Advances”); provided, that the Majority Lenders may at any time
revoke the Administrative Agent’s authorization to make Agent Advances.  Any such revocation must be in writing and
shall become effective prospectively upon the Administrative Agent’s receipt
thereof.  The Administrative Agent shall
promptly provide to Borrowers written notice of any Agent Advance.  In no event shall the Aggregate Revolving
Credit Obligations, after giving effect to any Agent Advance, exceed the Aggregate
Commitment.


 


(ii)           The Agent Advances
shall be secured by the Collateral and shall constitute Obligations
hereunder.  Each Agent Advance shall bear
interest as a Base Rate Advance.  Each
Agent Advance shall be subject to all terms and conditions of this Agreement
and the other Loan Documents applicable to Revolving Loans, except that all
payments thereon shall be made to the Administrative Agent solely for its own
account and the making of any 


 


33

















 


Agent Advance
shall not require the consent of Borrowers. 
The Administrative Agent shall have no duty or obligation to make any
Agent Advance hereunder.


 


(iii)          The Administrative
Agent shall notify each Lender no less frequently than weekly, as determined by
the Administrative Agent, of the principal amount of Agent Advances outstanding
as of 12:00 noon (Atlanta, Georgia time) as of such date, and each Lender’s pro
rata share thereof.  Each Lender shall
before 2:00 p.m. (Atlanta, Georgia time) on such Business Day make
available to the Administrative Agent, in immediately available funds, the
amount of its pro rata share of such principal amount of Agent Advances
outstanding.  Upon such payment by a
Lender, such Lender shall be deemed to have made a Revolving Loan to Borrowers,
notwithstanding any failure of Borrowers to satisfy the conditions in Section 4.2.  The Administrative Agent shall use such funds
to repay the principal amount of Agent Advances.  Additionally, if at any time any Agent
Advances are outstanding, any of the events described in Section 9.1(g) or
9.1(h) shall have occurred, then each Lender shall automatically,
upon the occurrence of such event, and without any action on the part of the
Administrative Agent, Borrowers or the Lenders, be deemed to have purchased an
undivided participation in the principal and interest of all Agent Advances
then outstanding in an amount equal to such Lender’s Revolving Commitment Ratio
and each Lender shall, notwithstanding such Event of Default, immediately pay
to the Administrative Agent in immediately available funds, the amount of such
Lender’s participation (and upon receipt thereof, the Administrative Agent
shall deliver to such Lender, a loan participation certificate dated the date
of receipt of such funds in such amount). 
The disbursement of funds in connection with the settlement of Agent
Advances hereunder shall be subject to the terms and conditions of Section 2.2(e).


 


Section 2.2             Manner
of Borrowing and Disbursement of Loans.


 


(a)           Choice of
Interest Rate, etc.  Any Advance
shall, at the option of a Borrower, be made either as a Base Rate Advance or as
a Eurodollar Advance (except for the first three (3) Business Days after
the Agreement Date, during which period the Loans shall bear interest as a Base
Rate Advance); provided, however, that (i) if a Borrower
fails to give the Administrative Agent written notice specifying whether a
Eurodollar Advance is to be repaid, continued or converted on a Payment Date,
such Advance shall be converted to a Base Rate Advance on the Payment Date in
accordance with Section 2.3(a)(iii), (ii) Borrowers may not
select a Eurodollar Advance (A) on the Agreement Date, (B) with
respect to Swing Loans, (C) with respect to an Advance, the proceeds of
which are to reimburse the Issuing Bank pursuant to Section 2.15,
or (D) if, at the time of such Advance or at the time of the continuation
of, or conversion to, a Eurodollar Advance pursuant to Section 2.2(c),
a Default exists and (iii) all Agent Advances shall be made as Base Rate
Advances.  Any notice given to the
Administrative Agent in connection with a requested Advance hereunder shall be
given to the Administrative Agent prior to 11:00 a.m. (Atlanta, Georgia
time) in order for such Business Day to count toward the minimum number of
Business Days required.


 


(b)           Base Rate
Advances.


 


(i)            Initial and
Subsequent Advances.  Except as
otherwise provided in Section 2.2(f), a Borrower shall give the
Administrative Agent in the case of Base Rate Advances irrevocable notice by
telephone not later than 11:00 a.m. (Atlanta, Georgia time) on 


 


34

















 


the date of such
Base Rate Advance and shall immediately confirm any such telephone notice with
a written Request for Advance; provided, however, that the
failure by such Borrower to confirm any notice by telephone with a written
Request for Advance shall not invalidate any notice so given.


 


(ii)           Repayments and
Conversions.  Each Borrower may (A) subject
to Section 2.5, at any time without prior notice repay a Base Rate
Advance, or (B) upon at least three (3) Business Days irrevocable
prior written notice to the Administrative Agent in the form of a Notice of
Conversion/Continuation, convert all or a portion of the principal thereof to
one or more Eurodollar Advances.  Upon
the date indicated by such Borrower, such Base Rate Advance shall be so repaid
or converted.


 


(c)           Eurodollar
Advances.


 


(i)            Initial and
Subsequent Advances.  A Borrower
shall give the Administrative Agent in the case of Eurodollar Advances
irrevocable notice by telephone not later than 11:00 a.m. (Atlanta,
Georgia time) three (3) days prior to the date of such Eurodollar Advance
and shall immediately confirm any such telephone notice with a written Request
for Advance; provided, however, that the failure by such Borrower
to confirm any notice by telephone with a written Request for Advance shall not
invalidate any notice so given.


 


(ii)           Repayments,
Continuations and Conversions.  At
least three (3) Business Days prior to each Payment Date for a Eurodollar
Advance, a Borrower shall give the Administrative Agent written notice in the
form of a Notice of Conversion/Continuation specifying whether all or a portion
of such Eurodollar Advance outstanding on such Payment Date is to be continued
in whole or in part as one or more new Eurodollar Advances and also specifying
the new Eurodollar Advance Period applicable to each such new Eurodollar
Advance (and subject to the provisions of this Agreement, upon such Payment
Date, such Eurodollar Advance shall be so continued).  Upon such Payment Date, any Eurodollar
Advance (or portion thereof) not so continued shall be converted to a Base Rate
Advance or, subject to Section 2.5, be repaid.


 


(iii)          Miscellaneous.  Notwithstanding any term or provision of this
Agreement which may be construed to the contrary, each Eurodollar Advance shall
be in a principal amount of no less than $1,000,000 and in an integral multiple
of $500,000 in excess thereof, and at no time shall the aggregate number of all
Eurodollar Advances then outstanding exceed five (5).


 


(d)           Notification of
Lenders.  Upon receipt of (i) a
Request for Advance or a telephone, telecopy or deemed request for Advance, (ii) notification
from the Issuing Bank that a draw has been made under any Letter of Credit
(unless the Issuing Bank will be reimbursed through the funding of a Swing
Loan), or (iii) notice from a Borrower with respect to the prepayment of
any outstanding Eurodollar Advance prior to the Payment Date for such Advance,
the Administrative Agent shall promptly notify each Lender by telephone or
telecopy of the contents thereof and the amount of each Lender’s portion of any
such Advance.  Each Lender shall, not
later than 1:00 p.m. (Atlanta, Georgia time) on the date specified for
such Advance (under clause (i) or (ii) of this Section 2.2(d))
in such notice, make available to the


 


35
















 


Administrative Agent at
the Administrative Agent’s Office, or at such account as the Administrative
Agent shall designate, the amount of such Lender’s portion of the Advance in
immediately available funds.


 


(e)           Disbursement.  Prior to 3:00 p.m. (Atlanta, Georgia
time) on the date of an Advance hereunder, the Administrative Agent shall,
subject to the satisfaction of the conditions set forth in Article 4,
disburse the amounts made available to the Administrative Agent by the Lenders
in like funds by (i) transferring the amounts so made available by wire
transfer to the Disbursement Account or (ii) in the case of an Advance the
proceeds of which are to reimburse the Issuing Bank pursuant to Section 2.15,
transferring such amounts to such Issuing Bank. Unless the Administrative Agent
shall have received notice from a Lender prior to 12:00 noon (Atlanta, Georgia
time) on the date of any Advance that such Lender will not make available to
the Administrative Agent such Lender’s ratable portion of such Advance, the
Administrative Agent may assume that such Lender has made or will make such
portion available to the Administrative Agent on the date of such Advance and
the Administrative Agent may, in its sole and absolute discretion and in
reliance upon such assumption, make available to Borrowers or the Issuing Bank,
as applicable, on such date a corresponding amount.  If and to the extent such Lender shall not
have so made such ratable portion available to the Administrative Agent, such
Lender agrees to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to Borrowers or the Issuing Bank, as applicable,
until the date such amount is repaid to the Administrative Agent, (x) for
the first two (2) Business Days, at the Federal Funds Rate for such
Business Days, and (y) thereafter, at the Base Rate.  If such Lender shall repay to the
Administrative Agent such corresponding amount, such amount so repaid shall constitute
such Lender’s portion of the applicable Advance for purposes of this Agreement
and if both such Lender and Borrowers shall pay and repay such corresponding
amount, the Administrative Agent shall promptly relend to Borrowers such
corresponding amount.  If such Lender
does not repay such corresponding amount immediately upon the Administrative
Agent’s demand therefor, the Administrative Agent shall notify Borrowers and
Borrowers shall immediately pay such corresponding amount to the Administrative
Agent.  The failure of any Lender to fund
its portion of any Advance shall not relieve any other Lender of its
obligation, if any, hereunder to fund its respective portion of the Advance on
the date of such borrowing, but no Lender shall be responsible for any such
failure of any other Lender.  In the
event that a Lender for any reason fails or refuses to fund its portion of an
Advance in violation of this Agreement, then, until such time as such Lender
has funded its portion of such Advance, or all other Lenders have received
payment in full (whether by repayment or prepayment) of the principal and
interest due in respect of such Advance, such non-funding Lender shall not (i) have
the right to vote regarding any issue on which voting is required or advisable
under this Agreement or any other Loan Document and, with respect to any such
Lender, the amount of the Revolving Loan Commitment or Loans, as applicable,
held by such Lender shall not be counted as outstanding for purposes of
determining “Majority Lenders” hereunder, and (ii) be entitled to receive
any payments of principal, interest or fees from Borrowers or the
Administrative Agent (or the other Lenders) in respect of its Loans.


 


(f)            Deemed Requests for Advance.   Unless payment is otherwise timely made by
Borrowers, the becoming due of any amount required to be paid under this
Agreement or any of the other Loan Documents as principal, interest,
reimbursement obligations in 


 


36

















 


connection with Letters
of Credit, premiums, fees, reimbursable expenses or other sums payable
hereunder shall be deemed irrevocably to be a Request for Advance on the due
date of, and in an aggregate amount required to pay, such principal, interest,
reimbursement obligations in connection with Letters of Credit, premiums, fees,
reimbursable expenses or other sums payable hereunder, and the proceeds of a
Revolving Loan made pursuant thereto may be disbursed by way of direct payment
of the relevant Obligation and shall bear interest as a Base Rate Advance.  The Lenders shall have no obligation to
Borrowers to honor any deemed Request for Advance under this Section 2.2(f) unless
all the conditions set forth in Section 4.2 have been satisfied,
but, with the consent of the Lenders required under the last sentence of Section 4.2,
may do so in their sole and absolute discretion and without regard to the
existence of, and without being deemed to have waived, any Default and without
regard to the existence or creation of an Overadvance or the failure by
Borrowers to satisfy any of the conditions set forth in Section 4.2.  No further authorization, direction or
approval by Borrowers shall be required to be given by Borrowers for any deemed
Request for Advance under this Section 2.2(f).  The Administrative Agent shall promptly
provide to Borrowers written notice of any Advance pursuant to this Section 2.2(f).


 


(g)           Special
Provisions Pertaining to Swing Loans.


 


(i)            A Borrower shall give the Swing Bank
written notice in the form of a Request for Advance, or notice by telephone no
later than 11:00 a.m. (Atlanta, Georgia time) on the date on which such
Borrower wishes to receive an Advance of any Swing Loan followed immediately by
a written Request for Advance, with a copy to the Administrative Agent; provided,
however, that the failure by such Borrower to confirm any notice by
telephone with a written Request for Advance shall not invalidate any notice so
given; provided, further, however, that any request by
such Borrower of a Base Rate Advance under the Revolving Loan Commitment shall
be deemed to be a request for a Swing Loan unless such Borrower specifically
requests otherwise.  Each Swing Loan
shall bear interest as a Base Rate Advance. 
If the Swing Bank, in its sole and absolute discretion, elects to make
the requested Swing Loan, the Swing Loan shall be made on the date specified in
the notice or the Request for Advance and such notice or Request for Advance
shall specify (i) the amount of the requested Swing Loan, and (ii) instructions
for the disbursement of the proceeds of the requested Swing Loan.  Each Swing Loan shall be subject to all the
terms and conditions applicable to Revolving Loans, except that all payments
thereon shall be payable to the Swing Bank solely for its own account.  The Swing Bank shall have no duty or
obligation to make any Swing Loans hereunder. 
The Swing Bank shall not make any Swing Loans if the Swing Bank has
received written notice from any Lender (or the Swing Bank has actual
knowledge) that one or more applicable conditions precedent set forth in Section 4.2
will not be satisfied (or waived pursuant to the last sentence of Section 4.2)
on the requested Advance date.  In the
event the Swing Bank in its sole and absolute discretion elects to make any
requested Swing Loan, the Swing Bank shall make the proceeds of such Swing Loan
available to Borrowers by deposit of Dollars in same day funds by wire transfer
to the Disbursement Account.


 


(ii)           The Swing Bank shall notify the
Administrative Agent and each Lender no less frequently than weekly, as
determined by the Administrative Agent, of the principal amount of Swing Loans
outstanding as of 3:00 p.m. (Atlanta, Georgia time) as of such date and
each Lender’s pro rata share (based on its Revolving Commitment Ratio) thereof.  Each 


 


37

















 


Lender shall before 12:00
noon (Atlanta, Georgia time) on the next Business Day make available to the
Administrative Agent, in immediate available funds, the amount of its pro rata
share (based on its Revolving Commitment Ratio) of such principal amount of
Swing Loans outstanding.  Upon such
payment by a Lender, such Lender shall be deemed to have made a Revolving Loan
to Borrowers, notwithstanding any failure of Borrowers to satisfy the conditions
in Section 4.2.  Each
Revolving Loan so made shall bear interest as a Base Rate Advance.  The Administrative Agent shall use such funds
to repay the principal amount of Swing Loans to the Swing Bank.  Additionally, if at any time any Swing Loans
are outstanding, any of the events described in Section 9.1(g) or
9.1(h) shall have occurred, then each Lender shall automatically
upon the occurrence of such event and without any action on the part of the
Swing Bank, Borrowers, the Administrative Agent or the Lenders be deemed to
have purchased an undivided participation in the principal and interest of all
Swing Loans then outstanding in an amount equal to such Lender’s Revolving
Commitment Ratio of the principal and interest of all Swing Loans then outstanding
and each Lender shall, notwithstanding such Event of Default, immediately pay
to the Administrative Agent for the account of the Swing Bank in immediately
available funds, the amount of such Lender’s participation (and upon receipt
thereof, the Swing Bank shall deliver to such Lender a loan participation
certificate dated the date of receipt of such funds in such amount).  The disbursement of funds in connection with
the settlement of Swing Loans hereunder shall be subject to the terms and
conditions of Section 2.2(e).


 


Section 2.3             Interest.


 


(a)           On Loans.  Interest on the Loans, subject to Sections
2.3(b), shall be payable as follows:


 


(i)            On Base Rate Advances.  Interest on each Base Rate Advance shall be
computed on the basis of a hypothetical year of three hundred sixty (360) days
for the actual number of days elapsed and shall be payable monthly in arrears
on the last day of each calendar month for such calendar month, commencing on March 31,
2010.  Interest on Base Rate Advances
then outstanding shall also be due and payable on the Maturity Date (or the
date of any earlier prepayment in full of the Obligations). Interest shall
accrue and be payable on each Base Rate Advance at the simple per annum
interest rate equal to the sum of (A) the Base Rate, and (B) the
applicable Interest Rate Margin.


 


(ii)           On Eurodollar Advances.  Interest on each Eurodollar Advance shall be
computed on the basis of a hypothetical year of three hundred sixty (360) days
for the actual number of days elapsed and shall be payable in arrears on (A) the
Payment Date for such Advance, and (B) if the Eurodollar Advance Period
for such Advance is greater than one (1) month, on the last day of each
month prior to the expiration of the Eurodollar Advance Period.  Interest on Eurodollar Advances then
outstanding shall also be due and payable on the Maturity Date (or the date of
any earlier prepayment in full of the Obligations).  Interest shall accrue and be payable on each
Eurodollar Advance at a rate per annum equal to the sum of (A) the
Eurodollar Basis applicable to such Eurodollar Advance, and (B) the
applicable Interest Rate Margin.


 


(iii)          If No Notice of Selection of
Interest Rate.  If a Borrower fails
to give the Administrative Agent timely notice of its selection of a Eurodollar
Basis, or if for any 


 


38

















 


reason a determination of
a Eurodollar Basis for any Advance is not timely concluded, the Base Rate shall
apply to such Advance.  If a Borrower
fails to elect to continue any Eurodollar Advance then outstanding prior to the
last Payment Date applicable thereto in accordance with the provisions of Section 2.2,
as applicable, the Base Rate shall apply to such Advance commencing on and
after such Payment Date.


 


(b)           Upon Default.  Immediately upon the occurrence of an Event
of Default, interest on the outstanding Obligations shall accrue at the Default
Rate. Interest accruing at the Default Rate shall be payable on demand and in
any event on the Maturity Date (or the date of any earlier prepayment in full
of the Obligations) and shall accrue until the earliest to occur of (i) waiver
of the applicable Event of Default in accordance with Section 11.12,
(ii) agreement by the Majority Lenders to rescind the charging of interest
at the Default Rate, or (iii) payment in full of the Obligations.  The Lenders shall not be required to (A) accelerate
the maturity of the Loans, (B) terminate the Revolving Loan Commitment, or
(C) exercise any other rights or remedies under the Loan Documents in
order to charge interest hereunder at the Default Rate.


 


(c)           [Intentionally Omitted]


 


(d)           Computation of Interest.


 


(i)            In computing interest on any
Advance, the date of making the Advance shall be included and the date of
payment shall be excluded; provided, however, that if an Advance
is repaid on the date that it is made, one (1) day of interest shall be
due with respect to such Advance.


 


(ii)           With respect to the computation of
interest hereunder, the application of funds in any Blocked Account by the
Administrative Agent to the Obligations shall be deemed made one (1) Business
Day after receipt of such funds.


 


Section 2.4             Fees.


 


(a)           Fee Letter.  Each Borrower agrees, jointly and severally,
to pay to the Administrative Agent such fees as are set forth in the Fee
Letter.


 


(b)           Unused Line Fee.  Each Borrower agrees, jointly and severally,
to pay to the Administrative Agent, for the account of the Lenders in
accordance with their respective Revolving Commitment Ratios, an unused line
fee (“Unused Line Fee”) on the aggregate amount by which the Aggregate
Commitment exceeded the sum of the average daily amount of Aggregate Revolving
Credit Obligations (other than with respect to any Swing Loans (unless SunTrust
is the only Lender) and Agent Advances) for each day from the Agreement Date
through the Maturity Date (or the date of any earlier prepayment in full of the
Obligations), at a rate of 0.375% per annum. Such Unused Line Fee shall be
computed on the basis of a hypothetical year of three hundred sixty (360) days for
the actual number of days elapsed, and shall be payable monthly in arrears on
the last day of each calendar month for such calendar month, commencing on March 31,
2010, and if then unpaid, on the Maturity Date (or the date of any earlier
prepayment in full of the Obligations), and shall be fully earned when due and
non-refundable when paid.


 


39

















 


(c)           Letter of Credit
Fees.


 


(i)            Borrowers shall pay to the
Administrative Agent for the account of the Lenders, in accordance with their
respective Revolving Commitment Ratios, a fee on the stated amount of any
outstanding Letters of Credit for each day from the Date of Issue through the
Maturity Date (or the date of any earlier prepayment in full of the Obligations)
at a rate per annum on the amount of the Letter of Credit Obligations equal to
the applicable Interest Rate Margin in effect from time to time with respect to
Advances.  Such Letter of Credit fee
shall be computed on the basis of a hypothetical year of three hundred sixty
(360) days for the actual number of days elapsed, shall be payable quarterly in
arrears on the last day of each calendar month for such calendar month,
commencing on March 31, 2010, and if then unpaid, on the Maturity Date (or
the date of any earlier prepayment in full of the Obligations), and shall be
fully earned when due and non-refundable when paid.


 


(ii)           Borrowers shall also pay to the
Administrative Agent, for the account of the Issuing Bank, (A) a fee on
the stated amount of each Standby Letter of Credit for each day from the Date
of Issue through the expiration date of each such Letter of Credit (or any
earlier prepayment in full of the Obligations) at a rate of one-eighth of one
percent (0.125%) per annum, which fee shall be computed on the basis of a
hypothetical year of three hundred sixty (360) days for the actual number of
days elapsed, shall be payable quarterly in arrears on the last day of each
calendar month for such calendar month, commencing on March 31, 2010, and,
if then unpaid, on the Maturity Date (or any earlier prepayment in full of the
Obligations), and (B) any reasonable and customary fees charged by the
Issuing Bank for issuance and administration of all Letters of Credit.  The foregoing fees shall be fully earned when
due and non-refundable when paid.


 


(d)           Computation of Fees.  In computing any fees payable under this Section 2.4,
the first day of the applicable period shall be included and the date of the
payment shall be excluded.


 


Section 2.5             Prepayment/Reduction of
Revolving Loan Commitment.


 


(a)           The principal amount of any Base Rate
Advance may be repaid in full or in part at any time, without penalty or prior
notice, and the principal amount of any Eurodollar Advance may be prepaid prior
to the applicable Payment Date, upon three (3) Business Days prior written
notice to the Administrative Agent, provided that Borrowers shall
reimburse the Lenders and the Administrative Agent, on the earlier of demand or
the Maturity Date, for any loss or reasonable out-of-pocket expense incurred by
the Lenders or the Administrative Agent in connection with such prepayment, as
set forth in Section 2.9. 
Each notice of prepayment of any Eurodollar Advance shall be
irrevocable, and each prepayment or repayment made under this Section 2.5(a) shall
include the accrued interest on the amount so prepaid or repaid.  Upon receipt of any notice of repayment or
prepayment, the Administrative Agent shall promptly notify each Lender of the
contents thereof by telephone or telecopy and of such Lender’s portion of the
repayment or prepayment.  Notwithstanding
the foregoing, Borrowers shall not make any repayment or prepayment of the
Revolving Loans unless and until the balance of the Swing Loans and the Agent
Advances then outstanding is zero.  Except
as provided in Section 2.5(b), any repayment and prepayment of
Advances outstanding under the Revolving Loan 


 


40

















 


Commitment shall not
reduce the Revolving Loan Commitment. 
Any prepayment of the Loans shall not affect any Borrower’s obligation
to continue to make payments under any swap agreement (as defined in 11 U.S.C.
§101), including any such swap agreement that is an Administrative Agent Hedge
Agreement, which shall remain in full force and effect notwithstanding such
prepayment, subject to the terms of the applicable swap agreement.


 


(b)           Borrowers shall have the right, at any
time and from time to time after the Agreement Date and prior to the Maturity
Date, upon at least ten (10) Business Days prior written notice to the
Administrative Agent, without premium or penalty, to cancel or reduce
permanently all or a portion of the Revolving Loan Commitment or the Letter of
Credit Commitment on a pro rata basis among the Lenders in accordance with their
respective Revolving Commitment Ratios; provided, that (i) any such
partial reduction shall be made in an amount not less than $1,000,000 and in
integral multiples of $1,000,000 in excess thereof, (ii) the Letter of
Credit Commitment may not be reduced to an amount below the then outstanding
Letter of Credit Obligations and (iii) after giving effect to any partial
reduction in the Revolving Loan Commitment, at least $8,000,000 of the
Revolving Loan Commitment shall remain in place.  As of the date of cancellation or reduction
set forth in such notice, the Revolving Loan Commitment or the Letter of Credit
Commitment, as applicable, shall be permanently canceled or reduced to the
amount stated in Borrowers’ notice for all purposes herein, and Borrowers shall
(x) pay to the Administrative Agent for the account of the Lenders the
amount necessary to repay in full the principal amount of the Revolving Loans,
Swing Loans and Agent Advances or reduce the principal amount of the Revolving
Loans, Swing Loans and Agent Advances then outstanding to not more than the
amount of the Revolving Loan Commitment as so reduced, together with accrued
interest on the amount so prepaid and the Unused Line Fee accrued through the
date of the reduction with respect to the amount reduced or the date of
cancellation, and (y) reimburse the Administrative Agent and the Lenders
for any loss or out-of-pocket expense incurred by any of them in connection
with such payment as set forth in Section 2.9 and (z) in the
case of cancellation of the Letter of Credit Commitment, secure the Letter of
Credit Obligations through the delivery of cash collateral in an amount equal
to one  hundred five percent (105%) of the
Letters of Credit Obligations.


 


Section 2.6             Repayment.


 


(a)           The Revolving Loans.  All unpaid principal and accrued interest on
the Revolving Loans shall be due and payable in full on the Maturity Date.  Notwithstanding the foregoing, however, in
the event that at any time and for any reason there shall exist an Overadvance,
Borrowers, in accordance with Section 2.1(d), shall pay to the
Administrative Agent an amount equal to the Overadvance, which payment shall
constitute a mandatory payment of the Revolving Loans, Agent Advances, Swing
Loans and Letter of Credit Reserve Account, as appropriate.


 


(b)           Other Mandatory
Repayments.


 


(i)            One hundred percent (100%) of the
Net Cash Proceeds from the issuance of any Equity Interests or the incurrence
of any Funded Debt other than Funded Debt permitted under Section 8.1
by any Borrower Party shall be paid on the date of receipt thereof by the
Borrower Parties to the Lenders as a mandatory payment of the Obligations.  Any payment 


 


41

















 


due hereunder shall be
applied first to repay outstanding Agent Advances, second to repay outstanding
Swing Loans, third to repay outstanding Revolving Loans and fourth to fund the
Letter of Credit Reserve Account to the extent of one hundred five percent
(105%) of any Letter of Credit Obligations then outstanding.  So long as no Event of Default exists, all
such other Net Cash Proceeds shall be applied in the manner set forth in Section 2.11(a).  Notwithstanding the foregoing, if an Event of
Default exists, all such Net Cash Proceeds shall be applied in the manner set
forth in Section 2.11(b). 
The Revolving Loan Commitment shall not  be
permanently reduced by the amount of any payment of the Agent Advances, Swing
Loans or Revolving Loans due under this Section 2.6(b)(i). Nothing
in this Section 2.6(b)(i) shall authorize any Borrower Party
incur any Funded Debt except as expressly permitted by this Agreement or to
issue any Equity Interests except to the extent not prohibited by this
Agreement.


 


(ii)           One hundred percent (100%) of the Net
Cash Proceeds from the sale, transfer, assignment or other disposition, or
casualty or condemnation loss, of any Collateral or other assets of any
Borrower Party shall be paid on the date of receipt thereof by the Borrower
Parties to the Lenders as a mandatory payment of the Obligations.  So long as no Event of Default exists, all
such Net Cash Proceeds (other than Net Cash Proceeds from dispositions
permitted by Sections 8.7(b)(i) and 8.7(b)(iii)) shall be applied
first to repay outstanding Agent Advances, second to repay outstanding Swing
Loans, third to repay outstanding Revolving Loans and fourth to fund the Letter
of Credit Reserve Account to the extent of one hundred five percent (105%) of
any Letter of Credit Obligations then outstanding.  So long as no Event of Default exists, all
such other Net Cash Proceeds shall be applied in the manner set forth in Section 2.11(a).  Notwithstanding the foregoing, if an Event of
Default exists, all such Net Cash Proceeds shall be applied in the manner set
forth in Section 2.11(b). 
The Revolving Loan Commitment shall not  be
permanently reduced by the amount of any payment of the Agent Advances, Swing
Loans or Revolving Loans due under this Section 2.6(b)(ii).


 


(iii)          One hundred percent (100%) of the
Extraordinary Receipts received by any Borrower Party or any of its
Subsidiaries shall be paid on the date of receipt thereof by the Borrower
Parties to the Lenders as a mandatory payment of the Obligations.  So long as no Event of Default exists, all
such Extraordinary Receipts shall be applied first to repay outstanding Agent
Advances, second to repay outstanding Swing Loans, third to repay outstanding
Revolving Loans and fourth to fund the Letter of Credit Reserve Account to the
extent of one hundred five percent (105%) of any Letter of Credit Obligations then
outstanding.  Notwithstanding the
foregoing, if an Event of Default exists, all such other Extraordinary Receipts
shall be applied in the manner set forth in Section 2.11(b).  The Revolving Loan Commitment shall not  be permanently reduced by the amount of any payment of the
Agent Advances, Swing Loans or Revolving Loans due under this Section 2.6(b)(iii).


 


(c)           The Other Obligations.  In addition to the foregoing, Borrowers
hereby promise, jointly and severally, to pay all Obligations (other than
Obligations in respect of Bank Products), including the principal amount of the
Loans, amounts drawn under Letters of Credit and interest and fees on the
foregoing, as the same become due and payable hereunder and, in any event, on
the Maturity Date.  In addition to the
foregoing, Borrowers hereby promise, jointly and severally, to pay all
Obligations in respect of Bank Products as the same become due and payable
under the applicable Bank Products Documents.


 


42

















 


Section 2.7             Revolving
Loan Notes; Loan Accounts.


 


(a)           The Loans shall be repayable in
accordance with the terms and provisions set forth herein and, upon request by
any Lender, the Loans owed to such Lender shall be evidenced by Revolving Loan
Notes.  A Revolving Loan Note shall be
payable to the order of each Lender requesting such a Revolving Loan Note in
accordance with the Revolving Commitment Ratio of such Lender.  Each such Revolving Loan Note shall be issued
by Borrowers to the applicable Lender and shall be duly executed and delivered
by an Authorized Signatory of each Borrower.


 


(b)           The Administrative Agent shall open
and maintain on its books in the name of Borrowers a loan account with respect
to the Loans and interest thereon (the “Loan Account”).  The Administrative Agent shall debit such
Loan Account for the principal amount of each Advance made by it on behalf of
the Lenders, accrued interest thereon, and all other amounts which shall become
due from Borrowers pursuant to this Agreement and shall credit the Loan Account
for each payment which Borrowers shall make in respect to the Obligations.  The records of the Administrative Agent with
respect to such Loan Account shall be conclusive evidence of the Loans and
accrued interest thereon, absent manifest error.


 


Section 2.8             Manner
of Payment.


 


(a)           When Payments Due.


 


(i)            Each payment (including any
prepayment) by Borrowers on account of the principal of or interest on the
Loans, fees, and any other amount owed to any member of the Lender Group under
this Agreement or the other Loan Documents shall be made not later than 1:00 p.m.
(Atlanta, Georgia time) on the date specified for payment under this Agreement
or any other Loan Document to the Administrative Agent at the Administrative
Agent’s Office, for the account of the Lenders, the Issuing Bank or the
Administrative Agent, as the case may be, in Dollars in immediately available
funds.  Any payment received by the
Administrative Agent after 1:00 p.m. (Atlanta, Georgia time) shall be
deemed received on the next Business Day. 
In the case of a payment for the account of a Lender, the Administrative
Agent will promptly thereafter distribute the amount so received in like funds
to such Lender.  In the case of a payment
for the account of the Issuing Bank, the Administrative Agent will promptly
thereafter distribute the amount so received in like funds to the Issuing
Bank.  If the Administrative Agent shall
not have received any payment from Borrowers as and when due, the
Administrative Agent will promptly notify the Lenders accordingly.


 


(ii)           Except as provided in the definition
of Eurodollar Advance Period, if any payment under this Agreement or any other
Loan Document shall be specified to be made on a day which is not a Business
Day, it shall be made on the next succeeding day which is a Business Day, and
such extension of time shall in such case be included in computing interest and
fees, if any, in connection with such payment.


 


(b)           No Deduction.


 


(i)            Any and all payments of principal
and interest, or of any fees or indemnity or expense reimbursements by
Borrowers hereunder or under any other Loan 


 


43

















 


Documents (the “Borrower
Payments”) shall be made without setoff or counterclaim and free and clear
of and without deduction for any and all current or future taxes, levies,
imposts, deductions, charges or withholdings with respect to such Borrower
Payments and all interest, penalties or similar liabilities with respect
thereto, excluding taxes imposed on the net income of any member of the Lender
Group by the jurisdiction under the laws of which such member of the Lender
Group is organized or conducts business or any political subdivision thereof
(all such nonexcluded taxes, levies, imposts, deductions, charges or
withholdings and liabilities collectively or individually “Taxes”).  If Borrowers shall be required to deduct any
Taxes from or in respect of any sum payable to any member of the Lender Group
hereunder or under any other Loan Document, (i) the sum payable shall be
increased by the amount (an “additional amount”) necessary so that after
making all required deductions (including deductions applicable to additional
sums payable under this Section 2.8(b)(i)), such member of the
Lender Group shall receive an amount equal to the sum it would have received
had no such deductions been made, (ii) Borrowers shall make such
deductions, and (iii) Borrowers shall pay the full amount deducted to the
relevant Governmental Authority in accordance with Applicable Law.


 


(ii)           In addition, Borrowers shall pay to
the relevant Governmental Authority in accordance with Applicable Law any
current or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies that arise from any payment made hereunder or
from the execution, delivery or registration of, or otherwise with respect to,
this Agreement or any other Loan Document (such taxes being “Other Taxes”).


 


(iii)          Borrowers shall indemnify the members
of the Lender Group for the full amount of Taxes and Other Taxes with respect
to Borrower Payments paid by such Person, and any liability (including
penalties, interest and expenses (including reasonable attorney’s fees and
expenses)) arising therefrom or with respect thereto, whether or not such Taxes
or Other Taxes were correctly or legally asserted by the relevant Governmental
Authority.  A certificate setting forth
and containing an explanation in reasonable detail of the manner in which such
amount shall have been determined and the amount of such payment or liability
prepared by a member of the Lender Group or the Administrative Agent on its
behalf, absent manifest error, shall be final, conclusive and binding for all
purposes.  Such indemnification shall be
made within thirty (30) days after the date the Administrative Agent or such
member, as the case may be, makes written demand therefor.  If any Taxes or Other Taxes for which the
Administrative Agent or any member of the Lender Group has received indemnification
from Borrowers hereunder shall be finally determined to have been incorrectly
or illegally asserted and are refunded to the Administrative Agent or such
member, the Administrative Agent or such member, as the case may be, shall
promptly forward to Borrowers any such refunded amount (after deduction of any
Tax or Other Tax paid or payable by any member of the Lender Group as a result
of such refund), not exceeding the increased amount paid by Borrowers pursuant
to this Section 2.8(b).


 


(iv)          As soon as practicable after the date
of any payment of Taxes or Other Taxes by Borrowers to the relevant
Governmental Authority, Borrowers will deliver to the Administrative Agent, at
its address, the original or a certified copy of a receipt issued by such
Governmental Authority evidencing payment thereof.


 


44

















 


(v)           On or prior to the Agreement Date
(or, in the case of any Lender that becomes a party to this Agreement pursuant
to an Assignment and Acceptance, on or prior to the effective date of such Assignment
and Acceptance), each Lender which is organized in a jurisdiction other than
the United States or a political subdivision thereof (a “Foreign Lender”)
shall provide each of the Administrative Agent and Borrowers with either (A) two
(2) properly executed originals of Form W-8ECI or Form W-8BEN
(or any successor forms) prescribed by the Internal Revenue Service or other
documents satisfactory to Borrowers and the Administrative Agent, as the case
may be, certifying (1) as to such Foreign Lender’s status for purposes of
determining exemption from United States withholding taxes with respect to all
payments to be made to such Foreign Lender hereunder and under any other Loan
Documents or Bank Products Documents or (2) that all payments to be made
to such Foreign Lender hereunder and under any other Loan Documents and Bank
Products Documents are subject to such taxes at a rate reduced to zero by an
applicable tax treaty, or (B)(1) a certificate executed by such Lender
certifying that such Lender is not a “bank” and that such Lender qualifies for
the portfolio interest exemption under Section 881(c) of the Code,
and (2) two (2) properly executed originals of Internal Revenue
Service Form W-8BEN (or any successor form), in each case, certifying such
Lender’s entitlement to an exemption from United States withholding tax with
respect to payments of interest to be made hereunder or under any other Loan
Documents or Bank Products Documents. 
Each such Foreign Lender agrees to provide the Administrative Agent and
Borrowers with new forms prescribed by the Internal Revenue Service upon the
expiration or obsolescence of any previously delivered form, or after the
occurrence of any event requiring a change in the most recent forms delivered
by it to the Administrative Agent and Borrowers.


 


(vi)          Borrowers shall not be
required to indemnify any Foreign Lender, or to pay any additional amounts to
such Foreign Lender pursuant to Section 2.8(b)(i) or 2.8(b)(iii) to
the extent that (A) the obligation to withhold amounts with respect to
United States Federal, state or local withholding tax existed on the date such
Foreign Lender became a party to this Agreement (or, in the case of a
transferee, on the effective date of the Assignment and Acceptance pursuant to
which such transferee became a Lender) or, with respect to payments to a new
lending office, the date such Foreign Lender designated such new lending
office; provided, however, that this clause (A) shall
not apply to any Foreign Lender that became a Lender or new lending office that
became a new lending office as a result of an assignment or designation made at
the request of Borrowers; and provided, further, however,
that this clause (A) shall not apply to the extent the indemnity
payment or additional amounts, if any, that any member of the Lender Group
through a new lending office would be entitled to receive (without regard to
this clause (A)) do not exceed the indemnity payment or additional
amounts that the Person making the assignment or transfer to such member of the
Lender Group making the designation of such new lending office would have been
entitled to receive in the absence of such assignment, transfer or designation
or (B) the obligation to pay such additional amounts or such indemnity
payments would not have arisen but for a failure by such member of the Lender
Group to comply with the provisions of Section 2.8(b)(v).


 


(vii)         Nothing contained in this Section 2.8(b) shall
require any member of the Lender Group to make available to Borrowers any of
its tax returns (or any other information) that it deems confidential or
proprietary.


 


45
















 


Section 2.9                                      Reimbursement. 
Whenever any Lender shall sustain or incur any losses (including losses
of anticipated profits) or out-of-pocket expenses in connection with (a) failure
by a Borrower to borrow or continue any Eurodollar Advance, or convert any
Advance to a Eurodollar Advance, in each case, after having given notice of its
intention to do so in accordance with Section 2.2 (whether by
reason of the election of such Borrower not to proceed or the non-fulfillment
of any of the conditions set forth in this Agreement), or (b) prepayment
of any Eurodollar Advance in whole or in part for any reason or (c) failure
by Borrowers to prepay any Eurodollar Advance after giving notice of their
intention to prepay such Advance, each Borrower agrees, jointly and severally,
to pay to such Lender, promptly upon such Lender’s demand therefor, an amount
sufficient to compensate such Lender for all such losses and out-of-pocket
expenses.  Such Lender’s good faith
determination of the amount of such losses and out-of-pocket expenses, absent
manifest error, shall be binding and conclusive.  Losses subject to reimbursement hereunder
shall include expenses incurred by any Lender or any participant of such Lender
permitted hereunder in connection with the re-employment of funds prepaid,
repaid, not borrowed, or paid, as the case may be, and any lost profit of such
Lender or any participant of such Lender over the remainder of the Eurodollar
Advance Period for such prepaid Advance. 
For purposes of calculating amounts payable to a Lender under this
paragraph, each Lender shall be deemed to have actually funded its relevant
Eurodollar Advance through the purchase of a deposit bearing interest at the
Eurodollar Rate in an amount equal to the amount of that Eurodollar Advance and
having a maturity and repricing characteristics comparable to the relevant
Eurodollar Advance Period; provided, however, that each Lender
may fund each of its Eurodollar Advances in any manner it sees fit, and the
foregoing assumption shall be utilized only for the calculation of amounts
payable under this Section 2.9.


 


Section 2.10                                Pro Rata Treatment.


 


(a)                                  Advances.  Each Advance
with respect to the Revolving Loans from the Lenders under this Agreement shall
be made pro rata on the basis of their respective Revolving Commitment Ratios.


 


(b)                                 Payments.  Each payment
and prepayment of the principal of the Revolving Loans and each payment of
interest on the Revolving Loans received from Borrowers shall be made by the
Administrative Agent to the Lenders pro rata on the basis of their respective
unpaid principal amounts thereof outstanding immediately prior to such payment
or prepayment (except in cases when a Lender’s right to receive payments is
restricted pursuant to Section 2.2(e)).  If any Lender shall obtain any payment
(whether involuntary, through the exercise of any right of set-off or
otherwise) on account of the Loans in excess of its ratable share of Loans
under its Aggregate Commitment Ratio (or in violation of any restriction set
forth in Section 2.2(e)), such Lender shall forthwith purchase from
the other Lenders such participation in the Loans made by them as shall be
necessary to cause such purchasing Lender to share the excess payment ratably
with each of them; provided, however, that if all or any portion
of such excess payment is thereafter recovered from such purchasing Lender,
such purchase from each Lender shall be rescinded and such Lender shall repay
to the purchasing Lender the purchase price to the extent of such recovery
without interest thereon unless the Lender obligated to repay such amount is
required to pay interest.  Each Borrower
agrees that any Lender so purchasing a participation from another Lender
pursuant to this Section 2.10(b) may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off) with respect to 


 


46

















 


such participation as
fully as if such Lender were the direct creditor of Borrowers in the amount of
such participation.


 


Section 2.11                                Application of Payments.


 


(a)                                  Payments Prior to Event of Default. 
At all times during which an Event of Default has not occurred and is
continuing, all amounts received by the Administrative Agent from Borrowers
(other than payments specifically earmarked for application to certain
principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.6(b) (which
shall be applied as earmarked or, with respect to payments under Section 2.6(b),
as set forth in Section 2.6(b))), shall be distributed by the
Administrative Agent in the following order of priority:


 


FIRST, pro rata, to the
payment of (i) out-of-pocket costs and expenses (including reasonable
attorneys’ fees) of the Administrative Agent incurred by the Administrative
Agent in connection with the enforcement of the rights of the Lender Group
under the Loan Documents and (ii) any Agent Advances made by the
Administrative Agent under or pursuant to the terms of the Loan Documents and
interest accrued thereon;


 


SECOND, pro rata, to the
payment of any fees then due and payable to the Administrative Agent, the
Issuing Bank or the Swing Bank hereunder or under any other Loan Documents;


 


THIRD, pro rata, to the
payment of all Obligations consisting of accrued fees and interest then due and
payable to the Lenders hereunder;


 


FOURTH, to the payment of
principal then due and payable on the Swing Loans;


 


FIFTH, to the payment of
principal then due and payable on the Revolving Loans;


 


SIXTH, to the payment of
the Obligations arising in respect of Bank Products then due and payable; and


 


SEVENTH, to the payment
of all other Obligations not otherwise referred to in this Section 2.11(a) then
due and payable.


 


(b)                                 Payments Subsequent to Event of Default. 
Notwithstanding anything in this Agreement or any other Loan Document
which may be construed to the contrary, subsequent to the occurrence and during
the continuance of an Event of Default, payments and prepayments with respect
to the Obligations made to the Lender Group, or any of them, or otherwise
received by any member of the Lender Group (from realization on Collateral or
otherwise) shall be distributed in the following order of priority (subject, as
applicable, to Section 2.10):


 


FIRST, pro rata, to the
payment of (i) out-of-pocket costs and expenses (including reasonable
attorneys’ fees) of the Administrative Agent incurred in connection with the
enforcement of the rights of the Lender Group under the Loan Documents, and (ii) any
Agent Advances made by the Administrative Agent under or pursuant to the terms
of the Loan Documents (including any costs incurred in connection with the sale
or disposition of any Collateral);


 


47

















 


SECOND, pro rata, to
payment of any fees owed to the Administrative Agent, the Issuing Bank or the
Swing Bank hereunder or under any other Loan Document;


 


THIRD, to the payment of
out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the
Lenders incurred in connection with the enforcement of their respective rights
under the Loan Documents;


 


FOURTH, to the payment of
all obligations consisting of accrued fees and interest payable to the Lenders
hereunder;


 


FIFTH, to the payment of
the principal of the Swing Loans then outstanding;


 


SIXTH, pro rata, to (i) the
payment of principal on the Revolving Loans then outstanding and (ii) the
Letter of Credit Reserve Account to the extent of one hundred five percent
(105%) of any Letter of Credit Obligations then outstanding;


 


SEVENTH, to the payment
of any Obligation arising in respect of any Bank Products;


 


EIGHTH, to any other
Obligations not otherwise referred to in this Section 2.11(b); and


 


NINTH, upon satisfaction
in full of all Obligations, to Borrowers or as otherwise required by law.


 


Section 2.12                                Use of Proceeds. 
The proceeds of the Loans shall be used by Borrowers as follows:


 


(a)                                  The proceeds of the initial Advance of
Revolving Loans hereunder (the “Initial Advance”) shall be used on the
Agreement Date to refinance certain Funded Debt of Borrowers and to fund
transaction costs.


 


(b)                                 The balance of the proceeds of the Loans
shall be used for Borrowers’ general operating needs to the extent not
inconsistent with the provisions of this Agreement.


 


Section 2.13                                Joint and Several Obligations.


 


(a)                                  All Obligations shall constitute joint
and several obligations of Borrowers and shall be secured by the Administrative
Agent’s security interest (on behalf of the Lender Group) and Lien upon all of
the Collateral, and by all other security interests and Liens heretofore, now
or at any time hereafter granted by each Borrower to the Lender Group, or any
of them, to the extent provided in the Security Documents under which such Lien
arises.  Each Borrower expressly represents
and acknowledges that it is part of a common enterprise with the other
Borrowers and that any financial accommodations by the Lender Group, or any of
them, to any other Borrower hereunder and under the other Loan Documents are
and will be of direct and indirect interest, benefit and advantage to all
Borrowers.  Each Borrower acknowledges
that any Notice of Conversion/Continuation or other notice given by any
Borrower to the Administrative Agent or any Lender shall bind all Borrowers,
and that any notice given by the Administrative Agent or any Lender to any
Borrower shall be effective with respect to all Borrowers.  Each Borrower acknowledges and agrees that
each Borrower shall be liable, on a joint and several 


 


48

















 


basis, for all of the
Loans and other Obligations, regardless of which Borrower actually may have
received the proceeds of any of the Loans or other extensions of credit or the
amount of such Loans or other extensions of credit received or the manner in
which the Administrative Agent or any Lender accounts among Borrowers for such
Loans or other Obligations on its books and records, and further acknowledges
and agrees that Loans and other extensions of credit to any Borrower inure to
the mutual benefit of all of Borrowers and that the Lender Group is relying on
the joint and several liability of Borrowers in extending the Loans and other
financial accommodations under the Loan Documents and Bank Products Documents.


 


(b)                                 Each Borrower shall be entitled to
subrogation and contribution rights from and against the other Borrowers to the
extent any Borrower is required to pay to the Lender Group any amount in excess
of the Loans advanced directly to, or other Obligations incurred directly by,
such Borrower or as otherwise available under Applicable Law; provided, however,
that such subrogation and contribution rights are and shall be subject to the
terms and conditions of Sections 2.13(c) through 2.13(g).


 


(c)                                  It is the intent of Borrowers and the
Lender Group and any other Person holding any of the Obligations that each
Borrower’s maximum obligations hereunder (such Borrower’s “Maximum Borrower
Liability”) in any case or proceeding referred to below (but only in such a
case or proceeding) shall not be in excess of:


 


(i)                                     in a case or proceeding commenced by or
against such Borrower under the Bankruptcy Code on or within one (1) year
from the date on which any of the Obligations of such Borrower are incurred,
the maximum amount that would not otherwise cause the Obligations of such
Borrower hereunder (or any other Obligations of such Borrower to the Lender
Group and any other Person holding any of the Obligations) to be avoidable or
unenforceable against such Borrower under (A) Section 548 of the
Bankruptcy Code or (B) any state fraudulent transfer or fraudulent
conveyance act or statute applied in such case or proceeding by virtue of Section 544
of the Bankruptcy Code; or


 


(ii)                                  in a case or proceeding commenced by or
against such Borrower under the Bankruptcy Code subsequent to one (1) year
from the date on which any of the Obligations of such Borrower are incurred,
the maximum amount that would not otherwise cause the Obligations of such
Borrower hereunder (or any other Obligations of such Borrower to the Lender
Group and any other Person holding any of the Obligations) to be avoidable or
unenforceable against such Borrower under any state fraudulent transfer or
fraudulent conveyance act or statute applied in any such case or proceeding by
virtue of Section 544 of the Bankruptcy Code; or


 


(iii)                               in a case or proceeding commenced by or
against such Borrower under any law, statute or regulation other than the
Bankruptcy Code relating to dissolution, liquidation, conservatorship,
bankruptcy, moratorium, readjustment of debt, compromise, rearrangement, receivership,
insolvency, reorganization or similar debtor relief from time to time in effect
affecting the rights of creditors generally (collectively, “Other Debtor
Relief Law”), the maximum amount that would not otherwise cause the
Obligations of such Borrower hereunder (or any other Obligations of such
Borrower to the Lender Group and any other Person holding any of the
Obligations) to be avoidable or unenforceable against such Borrower under such
Other 


 


49

















 


Debtor Relief Law,
including any state fraudulent transfer or fraudulent conveyance act or statute
applied in any such case or proceeding. 
(The substantive state or federal laws under which the possible
avoidance or unenforceability of the Obligations of any Borrower hereunder (or
any other Obligations of such Borrower to the Lender Group and any other Person
holding any of the Obligations) shall be determined in any such case or
proceeding shall hereinafter be referred to as the “Avoidance Provisions”).


 


Notwithstanding the foregoing, no provision of this Section 2.13(c) shall
limit any Borrower’s liability for loans advanced directly or indirectly to it
under this Agreement.


 


(d)                                 To the extent set forth in Section 2.13(c),
but only to the extent that the Obligations of any Borrower hereunder, or the
transfers made by such Borrower under any Security Document, would otherwise be
subject to avoidance under any Avoidance Provisions if such Borrower is not
deemed to have received valuable consideration, fair value, fair consideration
or reasonably equivalent value for such transfers or obligations, or if such
transfers or obligations of any Borrower hereunder would render such Borrower
insolvent, or leave such Borrower with an unreasonably small capital or unreasonably
small assets to conduct its business, or cause such Borrower to have incurred
debts (or to have intended to have incurred debts) beyond its ability to pay
such debts as they mature, in each case as of the time any of the obligations
of such Borrower are deemed to have been incurred and transfers made under such
Avoidance Provisions, then the obligations of such Borrower hereunder shall be
reduced to that amount which, after giving effect thereto, would not cause the
Obligations of such Borrower hereunder (or any other Obligations of such
Borrower to the Lender Group or any other Person holding any of the
Obligations), as so reduced, to be subject to avoidance under such Avoidance
Provisions.  This Section 2.13(d) is
intended solely to preserve the rights hereunder of the Lender Group and any
other Person holding any of the Obligations to the maximum extent that would
not cause the obligations of Borrowers hereunder to be subject to avoidance
under any Avoidance Provisions, and none of Borrowers nor any other Person
shall have any right, defense, offset, or claim under this Section 2.13(d) as
against the Lender Group or any other Person holding any of the Obligations
that would not otherwise be available to such Person under the Avoidance
Provisions.


 


(e)                                  Each Borrower agrees that the Obligations
may at any time and from time to time exceed the Maximum Borrower Liability of
such Borrower, and may exceed the aggregate Maximum Borrower Liability of all
Borrowers hereunder, without impairing this Agreement or any provision
contained herein or affecting the rights and remedies of the Lender Group
hereunder.


 


(f)                                    In the event any Borrower (a “Funding
Borrower”) shall make any payment or payments under this Agreement or shall
suffer any loss as a result of any realization upon any collateral granted by
it to secure its obligations hereunder, each other Borrower (each, a “Contributing
Borrower”) shall contribute to such Funding Borrower an amount equal to
such payment or payments made, or losses suffered, by such Funding Borrower
determined as of the date on which such payment or loss was made multiplied by
the ratio of (i) the Maximum Borrower Liability of such Contributing
Borrower (without giving effect to any right to receive any contribution or
other obligation to make any contribution hereunder), to (ii) the
aggregate Maximum Borrower Liability of all Borrowers (including the Funding
Borrowers) hereunder 


 


50

















 


(without giving effect to
any right to receive, or obligation to make, any contribution hereunder).  Nothing in this Section 2.13(f) shall
affect any Borrower’s joint and several liability to the Lender Group for the
entire amount of its Obligations.  Each
Borrower covenants and agrees that its right to receive any contribution
hereunder from a Contributing Borrower shall be subordinate and junior in right
of payment to all obligations of Borrowers to the Lender Group hereunder.


 


(g)           No Borrower will exercise any rights
which it may acquire by way of subrogation hereunder or under any other Loan
Document or Bank Products Documents or at law by any payment made hereunder or
otherwise, nor shall any Borrower seek or be entitled to seek any contribution
or reimbursement from any other Borrower in respect of payments made by such
Borrower hereunder or under any other Loan Document or Bank Products Documents,
until all amounts owing to the Lender Group on account of the Obligations are
paid in full in cash.  If any amounts
shall be paid to any Borrower on account of such subrogation or contribution
rights at any time when all of the Obligations shall not have been paid in
full, such amount shall be held by such Borrower in trust for the Lender Group,
segregated from other funds of such Borrower, and shall, forthwith upon receipt
by such Borrower, be turned over to the Administrative Agent in the exact form
received by such Borrower (duly endorsed by such Borrower to the Administrative
Agent, if required), to be applied against the Obligations, whether matured or
unmatured, as provided for herein.


 


Section 2.14           Maximum Rate of Interest.  Borrowers and the Lender Group hereby agree
and stipulate that the only charges imposed upon Borrowers for the use of money
in connection with this Agreement are and shall be the specific interest and
fees described in this Article 2 and in any other Loan
Document.  Notwithstanding the foregoing,
Borrowers and the Lender Group further agree and stipulate that all closing
fees, agency fees, syndication fees, facility fees, underwriting fees, default
charges, late charges, funding or “breakage” charges, increased cost charges,
attorneys’ fees and reimbursement for costs and expenses paid by any member of
the Lender Group to third parties or for damages incurred by the Lender Group,
or any of them, are charges to compensate the Lender Group for underwriting and
administrative services and costs or losses performed or incurred, and to be
performed and incurred, by the Lender Group in connection with this Agreement
and the other Loan Documents and shall under no circumstances be deemed to be
charges for the use of money pursuant to Official Code of Georgia Annotated
Sections 7-4-2 and 7-4-18 or any other Applicable Law.  In no event shall the amount of interest and
other charges for the use of money payable under this Agreement exceed the
maximum amounts permissible under any law that a court of competent
jurisdiction shall, in a final determination, deem applicable.  Borrowers and the Lender Group, in executing
and delivering this Agreement, intend legally to agree upon the rate or rates
of interest and other charges for the use of money and manner of payment stated
within it; provided, however, that, anything contained herein to
the contrary notwithstanding, if the amount of such interest and other charges
for the use of money or manner of payment exceeds the maximum amount allowable
under Applicable Law, then, ipso  facto as of the Agreement Date,
Borrowers are and shall be liable only for the payment of such maximum as
allowed by law, and payment received from Borrowers in excess of such legal
maximum, whenever received, shall be applied to reduce the principal balance of
the Revolving Loans to the extent of such excess.


 


51

















 


Section 2.15                                Letters of Credit.


 


(a)                                  Subject to the terms and conditions of
this Agreement, the Issuing Bank, on behalf of the Lenders, and in reliance on
the agreements of the Lenders set forth in Section 2.15(c), hereby
agrees to issue one or more Letters of Credit up to an aggregate face amount
equal to the Letter of Credit Commitment; provided, however,
that, except as described in the last sentence of Section 4.3, the
Issuing Bank shall not issue any Letter of Credit unless the conditions
precedent to the issuance thereof set forth in Section 4.3 have
been satisfied.  Each Letter of Credit
shall (i) be denominated in Dollars, and (ii) expire no later than
the earlier to occur of (A) the date thirty (30) days prior to the
Maturity Date, and (B) three hundred sixty (360) days after its date of
issuance (but may contain provisions for automatic renewal provided that
no Default exists on the renewal date or would be caused by such renewal and provided,
further, that no such renewal shall extend beyond the date thirty (30)
days prior to the Maturity Date).  Each
Letter of Credit shall be subject to, to the extent not inconsistent therewith,
the laws of the State of Georgia.  The
Issuing Bank shall not at any time be obligated to issue, or cause to be
issued, any Letter of Credit if such issuance would conflict with, or cause the
Issuing Bank to exceed any limits imposed by, any Applicable Law.


 


(b)                                 Each Borrower may from time to time
request that the Issuing Bank issue a Letter of Credit.  Such Borrower shall execute and deliver to
the Administrative Agent and the Issuing Bank a Request for Issuance of Letter
of Credit for each Letter of Credit to be issued by the Issuing Bank, not later
than 11:00 a.m. (Atlanta, Georgia time) on the third Business Day
preceding the date on which the requested Letter of Credit is to be issued, or
such shorter notice as may be acceptable to the Issuing Bank and the
Administrative Agent.  Upon receipt of
any such Request for Issuance of Letter of Credit, subject to satisfaction of
all conditions precedent thereto as set forth in Section 4.3 or
waiver of such conditions pursuant to the last sentence of Section 4.3,
the Issuing Bank shall process such Request for Issuance of Letter of Credit
and the certificates, documents and other papers and information delivered to
it in connection therewith in accordance with its customary procedures and
shall promptly issue the Letter of Credit requested thereby.  The Issuing Bank shall furnish a copy of such
Letter of Credit to Borrowers and the Administrative Agent following the
issuance thereof.  In addition to the
fees payable pursuant to Section 2.4(c)(ii), Borrowers shall pay or
reimburse the Issuing Bank for normal and customary costs and expenses incurred
by the Issuing Bank in issuing, effecting payment under, amending or otherwise
administering the Letters of Credit.  If
a Borrower requests a Letter of Credit on behalf of AGI, such Letter of Credit,
if issued, in accordance with the terms of this Agreement, shall be subject to
the Letter of Credit Reimbursement Agreement.


 


(c)                                  Immediately upon the issuance by the
Issuing Bank of a Letter of Credit and in accordance with the terms and
conditions of this Agreement, the Issuing Bank shall be deemed to have sold and
transferred to each Lender, and each Lender shall be deemed irrevocably and
unconditionally to have purchased and received from the Issuing Bank, without
recourse or warranty, an undivided interest and participation, to the extent of
such Lender’s Revolving Commitment Ratio, in such Letter of Credit and the
obligations of Borrowers with respect thereto (including all Letter of Credit
Obligations with respect thereto).  The
Issuing Bank shall promptly notify the Administrative Agent of any draw under a
Letter of Credit.  At such time as the
Administrative Agent shall be notified by the Issuing Bank that the beneficiary
under any Letter of Credit has drawn on the same, the Administrative Agent
shall promptly 


 


52

















 


notify Borrowers and the
Swing Bank (or, at its option, all Lenders), by telephone or telecopy, of the
amount of the draw and, in the case of each Lender, such Lender’s portion of
such draw amount as calculated in accordance with its Revolving Commitment
Ratio.


 


(d)           Each Borrower hereby agrees, jointly
and severally, to immediately reimburse the Issuing Bank for amounts paid by
the Issuing Bank in respect of draws under each Letter of Credit.  In order to facilitate such repayment, each
Borrower hereby irrevocably requests the Lenders, and the Lenders hereby
severally agree, on the terms and conditions of this Agreement (other than as
provided in Article 2 with respect to the amounts of, the timing of
requests for, and the repayment of Advances hereunder and in Article 4
with respect to conditions precedent to Advances hereunder), with respect to
any drawing under a Letter of Credit, to make a Base Rate Advance on each day
on which a draw is made under any Letter of Credit and in the amount of such
draw, and to pay the proceeds of such Advance directly to the Issuing Bank to
reimburse the Issuing Bank for the amount paid by it upon such draw.  Each Lender shall pay its share of such Base
Rate Advance by paying its portion of such Advance to the Administrative Agent
in accordance with Section 2.2(e) and its Revolving Commitment
Ratio, without reduction for any set-off or counterclaim of any nature
whatsoever and regardless of whether any Default exists or would be caused
thereby.  The disbursement of funds in
connection with a draw under a Letter of Credit pursuant to this Section 2.15
shall be subject to the terms and conditions of Section 2.2(e).  The obligation of each Lender to make
payments to the Administrative Agent, for the account of the Issuing Bank, in
accordance with this Section 2.15 shall be absolute and
unconditional and no Lender shall be relieved of its obligations to make such
payments by reason of noncompliance by any other Person with the terms of the
Letter of Credit or for any other reason (other than the gross negligence or
willful misconduct of the Issuing Bank in paying such Letter of Credit, as
determined by a final non-appealable judgment of a court of competent
jurisdiction).  The Administrative Agent
shall promptly remit to the Issuing Bank the amounts so received from the other
Lenders.  Any overdue amounts payable by
the Lenders to the Issuing Bank in respect of a draw under any Letter of Credit
shall bear interest, payable on demand, (x) for the first two (2) Business
Days, at the Federal Funds Rate, and (y) thereafter, at the Base
Rate.  Notwithstanding the foregoing, at
the request of the Administrative Agent, the Swing Bank may, at its option and
subject to the conditions set forth in Section 2.2(g) other
than the condition that the applicable conditions precedent set forth in Article 4
be satisfied, make Swing Loans to reimburse the Issuing Bank for amounts drawn
under Letters of Credit.


 


(e)           Each Borrower agrees that each
Advance by the Lenders to reimburse the Issuing Bank for draws under any Letter
of Credit, shall, for all purposes hereunder, unless and until converted into a
Eurodollar Advance pursuant to Section 2.2(b)(ii), be deemed to be
a Base Rate Advance under the Revolving Loan Commitment and shall be payable
and bear interest in accordance with all other Base Rate Advances of Revolving
Loans.


 


(f)            Each Borrower agrees that any action
taken or omitted to be taken by the Issuing Bank in connection with any Letter
of Credit, except for such actions or omissions as shall constitute gross
negligence or willful misconduct on the part of such Issuing Bank as determined
by a final non-appealable judgment of a court of competent jurisdiction, shall
be binding on Borrowers as between Borrowers and the Issuing Bank, and shall
not result in any liability of the Issuing Bank to Borrowers.  The obligation of Borrowers to reimburse the
Issuing 


 


53

















 


Bank for a drawing under
any Letter of Credit or the Lenders for Advances made by them to the Issuing
Bank on account of draws made under the Letters of Credit shall be absolute,
unconditional and irrevocable, and shall be paid strictly in accordance with
the terms of this Agreement under all circumstances whatsoever, including the
following circumstances:


 


(i)            Any lack of validity or enforceability
of any Loan Document;


 


(ii)           Any amendment or waiver of or consent
to any departure from any or all of the Loan Documents;


 


(iii)          Any improper use which may be made of
any Letter of Credit or any improper acts or omissions of any beneficiary or
transferee of any Letter of Credit in connection therewith;


 


(iv)          The existence of any claim, set-off,
defense or any right which Borrowers may have at any time against any
beneficiary or any transferee of any Letter of Credit (or Persons for whom any
such beneficiary or any such transferee may be acting), any Lender or any other
Person, whether in connection with any Letter of Credit, any transaction
contemplated by any Letter of Credit, this Agreement, or any other Loan
Document, or any unrelated transaction;


 


(v)           Any statement or any other documents
presented under any Letter of Credit proving to be insufficient, forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect whatsoever;


 


(vi)          The insolvency of any Person issuing
any documents in connection with any Letter of Credit;


 


(vii)         Any breach of any agreement between
Borrowers and any beneficiary or transferee of any Letter of Credit;


 


(viii)        Any irregularity in the transaction with
respect to which any Letter of Credit is issued, including any fraud by the
beneficiary or any transferee of such Letter of Credit;


 


(ix)           Any errors, omissions, interruptions
or delays in transmission or delivery of any messages, by mail, cable,
telegraph, wireless or otherwise, whether or not they are in code;


 


(x)            Any act, error, neglect or default,
omission, insolvency or failure of business of any of the correspondents of the
Issuing Bank;


 


(xi)           Any other circumstances arising from
causes beyond the control of the Issuing Bank;


 


(xii)          Payment by the Issuing Bank under any
Letter of Credit against presentation of a sight draft or a certificate which
does not comply with the terms of such Letter of Credit, provided that
such payment shall not have constituted gross negligence or willful 


 


54

















 


misconduct of the Issuing
Bank as determined by a final non-appealable judgment of a court of competent
jurisdiction; and


 


(xiii)         Any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing.


 


(g)                                 Borrowers will indemnify and hold
harmless each Indemnified Person from and against any and all claims,
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever
(including reasonable attorneys’ fees) which may be imposed on, incurred by or
asserted against such Indemnified Person in any way relating to or arising out
of the issuance of a Letter of Credit, except that Borrowers shall not be
liable to an Indemnified Person for any portion of such claims, liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the gross negligence or willful
misconduct of such Indemnified Person as determined by a final non-appealable
judgment of a court of competent jurisdiction. 
This Section 2.15(g) shall survive termination of this
Agreement.


 


(h)                                 Each Lender shall be responsible (to the
extent the Issuing Bank is not reimbursed by Borrowers) for its pro rata share
(based on such Lender’s Revolving Commitment Ratio) of any and all reasonable
out-of-pocket costs, expenses (including reasonable legal fees) and
disbursements which may be incurred or made by the Issuing Bank in connection
with the collection of any amounts due under, the administration of, or the
presentation or enforcement of any rights conferred by any Letter of Credit,
any Borrower’s or any Guarantor’s obligations to reimburse draws thereunder or
otherwise.  In the event Borrowers shall
fail to pay such expenses of the Issuing Bank within fifteen (15) days of
demand for payment by the Issuing Bank, each Lender shall thereupon pay to the
Issuing Bank its pro rata share (based on such Lender’s Revolving Commitment
Ratio) of such expenses within ten (10) days from the date of the Issuing
Bank’s notice to the Lenders of Borrowers’ failure to pay; provided, however,
that if Borrowers shall thereafter pay such expenses, the Issuing Bank will
repay to each Lender the amounts received from such Lender hereunder.


 


(i)                                     Unless otherwise expressly agreed to by
the Issuing Bank and Borrowers when a Letter of Credit is issued, (i) the rules of
the “International Standby Practices 1998” published by the Institute of
International Banking Law & Practice (or such later version thereof as
may be in effect at the time of issuance) shall apply to each Standby Letter of
Credit and (ii) the rules of the Uniform Customs and Practice for
Documentary Credits, as most recently published by the International Chamber of
Commerce at the time of issuance, shall apply to each Commercial Letter of
Credit.


 


Section 2.16                                Bank Products. 
Any Borrower Party may request and the Administrative Agent may, in its
sole and absolute discretion, arrange for such Borrower Party to obtain from
the Administrative Agent or any Affiliate of the Administrative Agent, as
applicable, Bank Products although no Borrower Party is required to do so.  If any Bank Products are provided by an
Affiliate of the Administrative Agent, the Borrower Parties agree to indemnify
and hold the Lender Group, or any of them, harmless from any and all costs and
obligations now or hereafter incurred by the Lender Group, or any of them,
which arise from any indemnity given by the Administrative Agent to any of its
Affiliates, as applicable, related to such Bank Products;


 


55
















 


provided, however, nothing contained
herein is intended to limit the Borrower Parties’ rights, with respect to the
Administrative Agent or any of its Affiliates, as applicable, if any, which
arise as a result of the execution of documents by and between the Borrower
Parties and such Person which relate to Bank Products.  The agreement contained in this Section 2.16
shall survive termination of this Agreement. 
The Borrower Parties acknowledge and agree that the obtaining of Bank
Products from the Administrative Agent or its Affiliates (a) is in the
sole and absolute discretion of the Administrative Agent or such Affiliates,
and (b) is subject to all rules and regulations of the Administrative
Agent or such Affiliates.


 


Section 2.17                                Borrowers’ Representative. 
Each Borrower hereby irrevocably appoints Camping World, and Camping
World agrees to act, as the agent and representative of itself and each other
Borrower for all purposes under this Agreement, including requesting Advances
and Letters of Credit, selecting whether any Loan or portion thereof is to bear
interest as a Base Rate Advance or a Eurodollar Advance, and receiving account
statements and other notices and communications to Borrowers (or any of them)
from the Administrative Agent.  The
Administrative Agent may rely, and shall be fully protected in relying, on any
Request for Advance, Request for Issuance of Letter of Credit, Notice of
Conversion/Continuation, Borrowing Base Certificate, disbursement instructions,
reports, information, or any other notice or communication made or given by
Camping World, whether in its own name, on behalf of any Borrower or on behalf
of “Borrowers”, and the Administrative Agent shall have no obligation to make
any inquiry or request any confirmation from or on behalf of any other Borrower
as to the binding effect on such Borrower of any such Request for Advance,
Request for Issuance of Letter of Credit, Notice of Conversion/Continuation,
Borrowing Base Certificate, instruction, report, information or other notice or
communication, nor shall the joint and several character of Borrowers’
liability for the Obligations be affected.


 


ARTICLE
3.


 


GUARANTY


 


Section 3.1                                      Guaranty.


 


(a)                                  Each Guarantor hereby guarantees to the
Administrative Agent, for the benefit of the Lender Group, the full and prompt
payment of the Obligations, including any interest therein (including interest
as provided in this Agreement, accruing after the filing of a petition
initiating any Insolvency Proceedings, whether or not such interest accrues or is
recoverable against Borrowers after the filing of such petition for purposes of
the Bankruptcy Code or is an allowed claim in such proceeding), plus reasonable
attorneys’ fees and expenses if the obligations represented by this Guaranty
are collected by law, through an attorney-at-law, or under advice therefrom.


 


(b)                                 Regardless of whether any proposed
guarantor or any other Person shall become in any other way responsible to the
Lender Group, or any of them, for or in respect of the Obligations or any part
thereof, and regardless of whether or not any Person now or hereafter
responsible to the Lender Group, or any of them, for the Obligations or any
part thereof, whether under this Guaranty or otherwise, shall cease to be so
liable, each Guarantor hereby declares and agrees that this Guaranty shall be a
joint and several obligation, shall be a continuing guaranty 


 


56

















 


and shall be operative
and binding until the Obligations shall have been indefeasibly paid in full in
cash (or in the case of Letter of Credit Obligations, secured through delivery
of cash collateral in an amount equal to one hundred five percent (105%) of the
Letter of Credit Obligations) and the Revolving Loan Commitment shall have been
terminated.


 


(c)                                  Each Guarantor absolutely,
unconditionally and irrevocably waives any and all right to assert any defense
(other than the defense of payment in cash in full, to the extent of its
obligations hereunder, or a defense that such Guarantor’s liability is limited
as provided in Section 3.1(g)), set-off, counterclaim or
cross-claim of any nature whatsoever with respect to this Guaranty or the
obligations of the Guarantors under this Guaranty or the obligations of any
other Person or party (including Borrowers) relating to this Guaranty or the
obligations of any of the Guarantors under this Guaranty or otherwise with
respect to the Obligations in any action or proceeding brought by the
Administrative Agent or any other member of the Lender Group to collect the
Obligations or any portion thereof, or to enforce the obligations of any of the
Guarantors under this Guaranty.


 


(d)                                 The Lender Group, or any of them, may
from time to time, without exonerating or releasing any Guarantor in any way
under this Guaranty, (i) take such further or other security or securities
for the Obligations or any part thereof as they may deem proper, or (ii) release,
discharge, abandon or otherwise deal with or fail to deal with any Guarantor of
the Obligations or any security or securities therefor or any part thereof now
or hereafter held by the Lender Group, or any of them, or (iii) amend,
modify, extend, accelerate or waive in any manner any of the provisions, terms,
or conditions of the Loan Documents, all as they may consider expedient or
appropriate in their sole and absolute discretion.  Without limiting the generality of the
foregoing, or of Section 3.1(e), it is understood that the Lender
Group, or any of them, may, without exonerating or releasing any Guarantor,
give up, modify or abstain from perfecting or taking advantage of any security
for the Obligations and accept or make any compositions or arrangements, and
realize upon any security for the Obligations when, and in such manner, and
with or without notice, all as such Person may deem expedient.


 


(e)                                  Each Guarantor acknowledges and agrees
that no change in the nature or terms of the Obligations or any of the Loan
Documents, or other agreements, instruments or contracts evidencing, related to
or attendant with the Obligations (including any novation), shall discharge all
or any part of the liabilities and obligations of such Guarantor pursuant to
this Guaranty; it being the purpose and intent of the Guarantors and the Lender
Group that the covenants, agreements and all liabilities and obligations of
each Guarantor hereunder are absolute, unconditional and irrevocable under any
and all circumstances.  Without limiting
the generality of the foregoing, each Guarantor agrees that until each and
every one of the covenants and agreements of this Guaranty is fully performed,
and without possibility of recourse, whether by operation of law or otherwise,
such Guarantor’s undertakings hereunder shall not be released, in whole or in
part, by any action or thing which might, but for this paragraph of this
Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or
by reason of any waiver, omission of the Lender Group, or any of them, or their
failure to proceed promptly or otherwise, or by reason of any action taken or
omitted by the Lender Group, or any of them, whether or not such action or
failure to act varies or increases the risk of, or affects the rights or
remedies of, such Guarantor or by reason of any further dealings between any
Borrower, on the one hand, and any member of the Lender Group, on the other
hand, or any other guarantor or surety, and such 


 


57

















 


Guarantor hereby
expressly waives and surrenders any defense to its liability hereunder, or any
right of counterclaim or offset of any nature or description which it may have
or may exist based upon, and shall be deemed to have consented to, any of the
foregoing acts, omissions, things, agreements or waivers.


 


(f)                                    The Lender Group, or any of them, may,
without demand or notice of any kind upon or to any Guarantor, at any time or
from time to time when any amount shall be due and payable hereunder by any
Guarantor, if Borrowers shall not have timely paid any of the Obligations (or
in the case of Letter of Credit Obligations, secured through delivery of cash
collateral in an amount equal to one hundred five percent (105%) of the Letter
of Credit Obligations), set-off and appropriate and apply to any portion of the
Obligations hereby guaranteed, and in such order of application as the
Administrative Agent may from time to time elect in accordance with this
Agreement, any deposits, property, balances, credit accounts or moneys of any
Guarantor in the possession of any member of the Lender Group or under their respective
control for any purpose.  If and to the
extent that any Guarantor makes any payment to the Administrative Agent or any
other Person pursuant to or in respect of this Guaranty, any claim which such
Guarantor may have against Borrowers by reason thereof shall be subject and
subordinate to the prior payment in full of the Obligations to the satisfaction
of the Lender Group.


 


(g)                                 The creation or existence from time to
time of Obligations in excess of the amount committed to or outstanding on the
date of this Guaranty is hereby authorized, without notice to any Guarantor,
and shall in no way impair or affect this Guaranty or the rights of the Lender
Group herein. It is the intention of each Guarantor and the Administrative
Agent that each Guarantor’s obligations hereunder shall be, but not in excess
of, the Maximum Guaranteed Amount (as herein defined).  The “Maximum Guaranteed Amount” with
respect to any Guarantor, shall mean the maximum amount which could be paid by
such Guarantor without rendering this Guaranty void or voidable as would
otherwise be held or determined by a court of competent jurisdiction in any
action or proceeding involving any state or Federal bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws
relating to the insolvency of debtors.


 


(h)                                 Upon the bankruptcy or winding up or
other distribution of assets of any Borrower, or of any surety or guarantor
(other than the applicable Guarantor) for any Obligations of Borrowers to the
Lender Group, or any of them, the rights of the Administrative Agent against
any Guarantor shall not be affected or impaired by the omission of any member
of the Lender Group to prove its claim, or to prove the full claim, as
appropriate, against such Borrower, or any other Borrower or any such other
guarantor or surety, and the Administrative Agent may prove such claims as it
sees fit and may refrain from proving any claim and in its discretion may value
as it sees fit or refrain from valuing any security held by it without in any
way releasing, reducing or otherwise affecting the liability to the Lender
Group of each of  the Guarantors.


 


(i)                                     Each Guarantor hereby absolutely,
unconditionally and irrevocably expressly waives, except to the extent such
waiver would be expressly prohibited by Applicable Law, the following:  (i) notice of acceptance of this
Guaranty, (ii) notice of the existence or creation of all or any of the
Obligations, (iii) presentment, demand, notice of dishonor, protest and
all other notices whatsoever (other than notices expressly required hereunder
or under any 


 


58

















 


other Loan Document to
which any Guarantor is a party), (iv) all diligence in collection or
protection of or realization upon the Obligations or any part thereof, any
obligation hereunder, or any security for any of the foregoing, (v) all
rights to enforce any remedy which the Lender Group, or any of them, may have
against Borrowers, (vi) until the Obligations shall have been paid in full
in cash (or in the case of a Letter of Credit Obligations, secured through
delivery of cash collateral in an amount equal to one hundred five percent
(105%) of the Letter of Credit Obligations), all rights of subrogation,
indemnification, contribution and reimbursement from Borrowers for amounts paid
hereunder and any benefit of, or right to participate in, any collateral or
security now or hereinafter held by the Lender Group, or any of them, in
respect of the Obligations, and (vii) any and all rights under Official
Code of Georgia Sections 10-7-23 and 10-7-24. 
If a claim is ever made upon any member of the Lender Group for the
repayment or recovery of any amount or amounts received by such Person in
payment of any of the Obligations and such Person repays all or part of such
amount by reason of (A) any judgment, decree or order of any court or
administrative body having jurisdiction over such Person or any of its
property, or (B) any settlement or compromise of any such claim effected
by such Person with any such claimant, including any Borrower, then in such
event each Guarantor agrees that any such judgment, decree, order, settlement
or compromise shall be binding upon such Guarantor, notwithstanding any
revocation hereof or the cancellation of any promissory note or other
instrument evidencing any of the Obligations, and such Guarantor shall be and
remain obligated to such Person hereunder for the amount so repaid or recovered
to the same extent as if such amount had never originally been received by such
Person.


 


(j)                                     This Guaranty is a continuing guaranty of
the Obligations and all liabilities to which it applies or may apply under the
terms hereof and shall be conclusively presumed to have been created in
reliance hereon.  No failure or delay by
any member of the Lender Group in the exercise of any right, power, privilege
or remedy shall operate as a waiver thereof, and no single or partial exercise
by the Administrative Agent of any right or remedy shall preclude other or
further exercise thereof or the exercise of any other right or remedy and no
course of dealing between any Guarantor and any member of the Lender Group
shall operate as a waiver thereof.  No
action by any member of the Lender Group permitted hereunder shall in any way
impair or affect this Guaranty.  For the
purpose of this Guaranty, the Obligations shall include all Obligations of
Borrowers to the Lender Group, notwithstanding any right or power of any third
party, individually or in the name of Borrowers and the Lender Group, or any of
them, to assert any claim or defense as to the invalidity or unenforceability
of any such Obligation, and no such claim or defense shall impair or affect the
obligations of any Guarantor hereunder.


 


(k)                                  This is a guaranty of payment and not of
collection.  In the event the
Administrative Agent makes a demand upon any Guarantor in accordance with the
terms of this Guaranty, such Guarantor shall be held and bound to the
Administrative Agent directly as debtor in respect of the payment of the
amounts hereby guaranteed.  All costs and
expenses, including reasonable attorneys’ fees and expenses, incurred by the
Administrative Agent in obtaining performance of or collecting payments due
under this Guaranty shall be deemed part of the Obligations guaranteed hereby.


 


(l)                                     Each Subsidiary Guarantor is a direct or
indirect wholly owned Domestic Subsidiary of a Borrower.  Each Guarantor expressly represents and
acknowledges that any 


 


59

















 


financial accommodations
by the Lender Group to any Borrower, including the extension of credit, are and
will be of direct interest, benefit and advantage to such Guarantor.


 


(m)                               Each Guarantors shall be entitled to
subrogation and contribution rights from and against the other Guarantors to
the extent any Guarantor is required to pay to the Lender Group any amount in
excess of the Loans advanced directly to, or other Obligations incurred
directly by, such Guarantor or as otherwise available under Applicable
Law.  The payment obligation of a Guarantor
to any other Guarantor under any Applicable Law regarding contribution rights
among co-obligors or otherwise 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 Guaranty, and such Guarantor shall not exercise
any right or remedy with respect to such rights until payment and satisfaction
in full of all such obligations.


 


ARTICLE
4.


 


CONDITIONS
PRECEDENT


 


Section 4.1                                      Conditions Precedent to Initial Advance. 
The obligations of the Lenders to undertake the Revolving Loan
Commitment and to make the initial Advance hereunder, and the obligation of the
Issuing Bank to issue the initial Letter of Credit hereunder, are subject to
the prior fulfillment of each of the following conditions:


 


(a)                                  The Administrative Agent shall have
received each of the following, in form and substance satisfactory to the
Lender Group:


 


(i)                                     This duly executed Agreement,


 


(ii)                                  The Fee Letter duly executed by
Borrowers,


 


(iii)                               The Security Agreement duly executed by
each Borrower Party, together with Uniform Commercial Code financing statements
related thereto, certificates representing all of the certificated Equity
Interests of the pledged Subsidiaries, and all other original Collateral to be
delivered to the Administrative Agent pursuant to the Security Agreement, and
transfer powers with respect thereto duly endorsed in blank,


 


(iv)                              A Trademark Security Agreement duly
executed by Borrowers,


 


(v)                                 The Affinity Pledge Agreement duly executed
by AGI,


 


(vi)                              The duly executed Blocked Account
Agreements required by Section 6.15,


 


(vii)                           The legal opinions of Kaplan, Strangis
and Kaplan, P.A. and Harlan Parker, counsel to the Borrower Parties, addressed
to the Lender Group,


 


(viii)                        The duly executed Request for Advance for
the initial Advance of the Loans,


 


60

















 


(ix)                                A duly executed Borrowing Base
Certificate, in form and substance satisfactory to the Administrative Agent,
dated the Agreement Date,


 


(x)                                   Duly executed Collateral Access
Agreements as required by the Administrative Agent;


 


(xi)                                Duly executed Credit Card Processor
Agreements as required by the Administrative Agent,


 


(xii)                             With respect to each Borrower Party and
AGI, a loan certificate signed by the secretary or assistant secretary of such
Person (or, in the case of a Person that is a partnership, the general partner
of such Person or, in the case of a Person that is a limited liability company,
the members or manager, as appropriate, of such Person), in form and substance
satisfactory to the Administrative Agent, including a certificate of incumbency
with respect to each Authorized Signatory of such Person, together with
appropriate attachments which shall include the following: (A) a copy of
the Certificate of Incorporation or Formation of such Person certified to be
true, complete and correct by the Secretary of State of the State of such
Person’s incorporation or formation, (B) a true, complete and correct copy
of the By-Laws, partnership agreement or operating agreement of such Person, (C) a
true, complete and correct copy of the resolutions of such Person (or it
general partner, members or manager, as applicable) authorizing the execution,
delivery and performance by such Person of the Loan Documents and the Bank
Products Documents and, with respect to Borrowers, authorizing the borrowings
hereunder, (D) certificates of good standing from each jurisdiction in
which such Person does business, (E) copies of employment contracts for
key management level employees of such Person, and (F) copies of all
shareholders or share purchase agreements relating to the Equity Interests of
such Person,


 


(xiii)                          A Solvency Certificate executed by an
Authorized Signatory of the Camping World regarding the solvency and financial
condition of the Borrower Parties, after the incurrence of the Initial Advance
and, if any, the issuance of the initial Letter of Credit hereunder and after
giving effect to the AGI Credit Documents,


 


(xiv)                         the financial statements and balance
sheets described in Section 5.1(k),


 


(xv)                            Projected consolidated financial
statements, including the balance sheet and related statements of income and
cash flow, for Camping World and its Subsidiaries for the 2010 fiscal year on a
month by month basis, and for each fiscal year thereafter until the Maturity
Date on an annual basis,


 


(xvi)                         Certificates of insurance and loss
payable endorsements with respect to the Borrower Parties and certified copies
of all insurance policies of the Borrower Parties, in each case, meeting the
requirements of Section 6.5,


 


(xvii)                      Pay-off or release letters, termination
statements, canceled mortgages and the like required by the Administrative
Agent in connection with the removal of any Liens (other than Permitted Liens)
against the assets of the Borrower Parties, the repayment of Funded Debt, or
the release of a Borrower Party from a Guaranty,


 


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(xviii)                   Lien search results with respect to the Borrower
Parties from all appropriate jurisdictions and filing offices,


 


(xix)                           Evidence satisfactory to the
Administrative Agent that the Liens granted pursuant to the Security Documents
will be first priority perfected Liens on the Collateral (subject only to
Permitted Liens), including evidence satisfactory to the Administrative Agent
that (x) any Liens granted pursuant to the New York Life Facility shall
have been released and terminated, (y) any UCC financing statements filed
against any Borrower Party pursuant to the AGI Credit Documents shall have been
subsequently amended to include in the collateral description of each such
financing statement a reference to the Intercreditor Agreement and the first
priority perfected Liens of the Administrative Agent thereunder and (z) 
any UCC financing statements filed against AGI pursuant to the AGI Credit
Documents shall have been subsequently amended to include in the collateral
description of each such financing statement a reference to the Intercreditor
Agreement and the first priority perfected Liens of the Administrative Agent on
the Pledged Interests (as defined in the Affinity Pledge Agreement) thereunder,


 


(xx)                              Payment of all fees and expenses payable
to the Administrative Agent, the Affiliates of the Administrative Agent, and the
Lenders in connection with the execution and delivery of the Loan Documents and
the due diligence relating thereto to be paid on the Agreement Date, including
fees and expenses of counsel to the Administrative Agent,


 


(xxi)                           A flow of funds report which shall
include a statement of all sources and uses of funds on the Agreement Date,


 


(xxii)                        The duly executed Letter of Credit
Reimbursement Agreement, and


 


(xxiii)                     All such other documents as the Administrative Agent
may reasonably request, certified by an appropriate governmental official or an
Authorized Signatory if so requested;


 


(b)                                 The Lender Group shall have received
evidence satisfactory to them that no change in the business, assets,
management, operations, financial condition, income or prospects of the
Borrower Parties shall have occurred since December 31, 2008, which change
has had or could reasonably be expected to have a Materially Adverse Effect,
and the Lender Group shall have received a certificate of an Authorized
Signatory of the Borrower Parties so stating;


 


(c)                                  AGI and the Borrower Parties, as
appropriate, shall have entered into the AGI Credit Documents, the AGI Credit
Documents shall be in full force and effect, with all conditions to closing
thereof satisfied or duly waived, and AGI shall have received a term loan in
the aggregate principal amount of $144,300,000 from the AGI Credit Agreement
Lenders, pursuant to the terms of the AGI Credit Documents.   The Lenders shall have received a true and
correct copy of the AGI Credit Documents. 
The rights of the holders of the AGI Credit Agreement Debt with respect
to the Collateral shall be subordinated to the rights of the holders of the
Obligations with respect to the Collateral pursuant to the Intercreditor
Agreement, which 


 


62

















 


shall be in form and
substance satisfactory to the Agent.  The Lender Group
shall have received a certificate of an Authorized Signatory of Camping World
so stating and evidence
satisfactory to the Lender Group of each of the foregoing, including all
exhibits and schedules thereto.


 


(d)                                 Camping World and FreedomRoads, shall
have entered into an agreement whereby FreedomRoads has agreed to provide to
Camping World the audited annual and unaudited monthly financial statements of
FreedomRoads contemplated by this Agreement in form and substance satisfactory
to the Administrative Agent;


 


(e)                                  Each Borrower Party shall have
established its primary depository bank arrangement with SunTrust, and such
arrangement shall be acceptable to the Administrative Agent;


 


(f)                                    The Lender Group shall have received
evidence satisfactory to them that all Necessary Authorizations are in full
force and effect and are not subject to any pending or threatened reversal or
cancellation, and that no Default exists, after giving effect to the Credit
Agreement and the initial Advance hereunder, and the Lender Group shall have
received a certificate of an Authorized Signatory of Camping World so stating;


 


(g)                                 The Administrative Agent shall have
received confirmation that the original Uniform Commercial Code financing
statements naming each Borrower Party as a debtor and naming the Administrative
Agent as secured party have been duly filed in all appropriate jurisdictions,
in such form as shall be satisfactory to the Administrative Agent;


 


(h)                                 Since December 31, 2008, there has
occurred no event which has had or could reasonably be expected to have a
Materially Adverse Effect;


 


(i)                                     The Administrative Agent shall have
received a true, complete and correct copy of each Material Contract, and the
Lender Group shall have received a certificate of an Authorized Signatory of
the Borrower Parties so stating;


 


(j)                                     The Administrative Agent shall have
received an appraisal reflecting values of the Borrower Parties’ interest in
inventory at levels acceptable to the Administrative Agent from appraisers
acceptable to the Administrative Agent;


 


(k)                                  The Administrative Agent shall have
completed its credit review of certain Account Debtors of Borrowers and such
review shall be satisfactory to the Administrative Agent; and


 


(l)                                     The Administrative Agent shall have
completed such other business and legal due diligence with respect to the
Borrower Parties, including environmental due diligence, and the results
thereof shall be acceptable to the Administrative Agent, in its sole and
absolute discretion.


 


Section 4.2                                      Conditions Precedent to Each Advance. 
The obligation of the Lenders to make each Advance, including the
initial Advance hereunder (but excluding Advances, the proceeds of which are to
reimburse the Swing Bank for Swing Loans, the Administrative Agent for Agent
Advances or the Issuing Bank for amounts drawn under a Letter of Credit), is
subject 


 


63

















 


to the fulfillment of
each of the following conditions immediately prior to or contemporaneously with
such Advance:


 


(a)                                  All of the representations and warranties
of the Borrower Parties under this Agreement and the other Loan Documents,
which, pursuant to Section 5.4, are made at and as of the time of
such Advance, shall be true and correct in all material respects (unless any
such representation or warranty is qualified as to materiality, in which case
such representation and warranty shall be true and correct in all respects) at such
time, both before and after giving effect to the application of the proceeds of
the Advance;


 


(b)                                 The incumbency of the Authorized
Signatories of each Borrower shall be as stated in the certificate of
incumbency contained in the certificate of such Borrower delivered pursuant to Section 4.1(a) or
as subsequently modified and reflected in a certificate of incumbency delivered
to the Administrative Agent and the Lenders;


 


(c)                                  The most recent Borrowing Base
Certificate which shall have been delivered to the Administrative Agent
pursuant to Section 7.5(a) shall demonstrate that, after
giving effect to the making of such Advance, no Overadvance shall exist;


 


(d)                                 Since December 31, 2008, there has
occurred no event which has had or could reasonably be expected to have a
Materially Adverse Effect;


 


(e)                                  There shall not exist on the date of such
Advance and after giving effect thereto, a Default; and


 


(f)                                    The Administrative Agent and the Lenders
shall have received all such other certificates, reports, statements, opinions
of counsel, or other documents as the Administrative Agent or Lenders may
reasonably request and all other conditions to the making of such Advance which
are set forth in this Agreement shall have been fulfilled.


 


Each Borrower hereby agrees that the delivery,
including any deemed delivery, of any Request for Advance hereunder or any
request for an Advance hereunder by telephone shall, in each case, be deemed to
be the certification of the Authorized Signatory thereof that all of the
conditions set forth in this Section 4.2 have been satisfied.  Notwithstanding the foregoing, if the
conditions, or any of them, set forth above are not satisfied, such conditions
may be waived by the requisite Lenders under Section 11.12, and, in
any event the Majority Lenders may waive the condition set forth in Section 4.2(c).


 


Section 4.3                                      Conditions Precedent to Each Letter of
Credit.  The obligation of the Issuing Bank to issue
each Letter of Credit (including the initial Letter of Credit) hereunder is
subject to the fulfillment of each of the following conditions immediately
prior to or contemporaneously with the issuance of such Letter of Credit:


 


(a)                                  All of the representations and warranties
of the Borrower Parties under this Agreement and the other Loan Documents,
which, pursuant to Section 5.4, are made at and as of the time of
the issuance of such Letter of Credit, shall be true and correct in all
material respects (unless any such representation or warranty is qualified as
to materiality, in which case 


 


64

















 


such representation and
warranty shall be true and correct in all respects) at such time, both before
and after giving effect to the issuance of such Letter of Credit;


 


(b)                                 The incumbency of the Authorized Signatories
of each Borrower shall be as stated in the certificate of incumbency contained
in the certificate of such Borrower delivered pursuant to Section 4.1(a) or
as subsequently modified and reflected in a certificate of incumbency delivered
to the Administrative Agent and the Lenders;


 


(c)                                  The most recent Borrowing Base
Certificate which shall have been delivered to the Administrative Agent
pursuant to Section 7.5(a) shall demonstrate that, after
giving effect to the making of such Letter of Credit, no Overadvance shall
exist;


 


(d)                                 Since December 31, 2008, there has
occurred no event which has had or could reasonably be expected to have a
Materially Adverse Effect;


 


(e)                                  There shall not exist on the date of
issuance of such Letter of Credit, and after giving effect thereto, a Default;
and


 


(f)                                    The Administrative Agent and the Issuing
Bank shall have received all such other certificates, reports, statements,
opinions of counsel, or other documents as the Administrative Agent or the
Issuing Bank may reasonably request and all other conditions to the issuance of
such Letter of Credit which are set forth in this Agreement shall have been
fulfilled.


 


Each Borrower hereby
agrees that the delivery of any Request for Issuance of Letter of Credit
hereunder shall be deemed to be the certification of the Authorized Signatory
thereof that all of the conditions set forth in this Section 4.3
have been satisfied.  Notwithstanding the
foregoing, if the conditions, or any of them, set forth above are not
satisfied, such conditions may be waived by the requisite Lenders under Section 11.12,
and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c).


 


ARTICLE
5.


 


REPRESENTATIONS
AND WARRANTIES


 


Section 5.1                                      General Representations and Warranties.  In order to induce the Lender Group to enter
into this Agreement and to extend the Loans and issue the Letters of Credit to
Borrowers, each Borrower Party hereby represents, and warrants that:


 


(a)                                  Organization; Power; Qualification. 
Each Borrower Party and each Subsidiary of a Borrower Party (i) is
a corporation, partnership or limited liability company duly organized, validly
existing, and in good standing under the laws of its state of incorporation or
formation, (ii) has the corporate or other company power and authority to
own or lease and operate its properties and to carry on its business as now
being and hereafter proposed to be conducted, and (iii) is duly qualified
and is in good standing as a foreign corporation or other company, and
authorized to do business, in each jurisdiction in which the character of its
properties or the nature of its business requires such qualification or
authorization.


 


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(b)                                 Authorization; Enforceability. 
Each Borrower Party has the power and has taken all necessary action,
corporate or otherwise, to authorize it to execute, deliver, and perform this
Agreement and each of the other Loan Documents to which it is a party in
accordance with the terms thereof and to consummate the transactions
contemplated hereby and thereby.  Each of
this Agreement and each other Loan Document to which a Borrower Party is a
party has been duly executed and delivered by such Borrower Party, and is a
legal, valid and binding obligation of such Borrower Party, enforceable in
accordance with its terms.


 


(c)                                  Partnerships; Joint Ventures;
Subsidiaries.  Except as disclosed on Schedule 5.1(c)-1,
no Borrower Party or any Subsidiary of a Borrower Party has any
Subsidiaries.  No Borrower Party or any
Subsidiary of a Borrower Party is a partner or joint venturer in any
partnership or joint venture other than (i) the Subsidiaries listed on Schedule
5.1(c)-1 and (ii) the partnerships and joint ventures (that are not
Subsidiaries) listed on Schedule 5.1(c)-2.  Schedule 5.1(c)-1 and Schedule
5.1(c)-2 set forth, for each Person set forth thereon, a complete and
accurate statement of (a) the percentage ownership of each such Person by
the applicable Borrower Party or Subsidiary of a Borrower Party, (b) the
state or other jurisdiction of incorporation or formation, as appropriate, of
each such Person, (c) each state in which each such Person is qualified to
do business on the Agreement Date and (d) all of each such Person’s trade
names, trade styles or doing business forms which such Person has used or under
which such Person has transacted business during the five (5) year period
immediately preceding the Agreement Date.


 


(d)                                 Capital Stock and Related Matters. 
The authorized Equity Interests as of the Agreement Date of each
Borrower Party and each Subsidiary of a Borrower Party and the number of shares
of such Equity Interests that are issued and outstanding as of the Agreement
Date are as set forth on Schedule 5.1(d).  All of the shares of such Equity Interests
that are issued and outstanding as of the Agreement Date have been duly
authorized and validly issued and are fully paid and non-assessable.  None of such Equity Interests have been
issued in violation of the Securities Act, or the securities, “Blue Sky” or
other Applicable Laws of any applicable jurisdiction.  As of the Agreement Date, the Equity
Interests of each such Borrower Party and each such Subsidiary of a Borrower
Party are owned by the parties listed on Schedule 5.1(d) in the
amounts set forth on such schedule and a description of the Equity Interests of
each such party is listed on Schedule 5.1(d).  Except as described on Schedule 5.1(d),
no Borrower Party or any Subsidiary of a Borrower Party has outstanding any
stock or securities convertible into or exchangeable for any shares of its
Equity Interests, nor are there any preemptive or similar rights to subscribe
for or to purchase, or any other rights to subscribe for or to purchase, or any
options for the purchase of, or any agreements providing for the issuance
(contingent or otherwise) of, or any calls, commitments, or claims of any
character relating to, any Equity Interests or any stock or securities
convertible into or exchangeable for any Equity Interests.  Except as set forth on Schedule 5.1(d),
no Borrower Party or any Subsidiary of any Borrower Party is subject to any
obligation (contingent or otherwise) to repurchase or otherwise acquire or
retire any shares of its Equity Interests or to register any shares of its
Equity Interests, and there are no agreements restricting the transfer of any
shares of such Borrower Party’s or such Subsidiary’s Equity Interests or
restricting the ability of any Subsidiary of a Borrower from making distributions,
dividends or other Restricted Payments to such Borrower.


 


66

















 


(e)                                  Compliance with Law, Loan Documents, and
Contemplated Transactions.  The execution, delivery, and
performance of this Agreement and each of the other Loan Documents and the Bank
Products Documents in accordance with their respective terms and the
consummation of the transactions contemplated hereby and thereby do not and
will not (i) violate any Applicable Law, (ii) conflict with, result
in a breach of, or constitute a default under the certificate of incorporation
or formation or by-laws, partnership agreement or operating agreement of any
Borrower Party or under any indenture, agreement, or other instrument to which
any Borrower Party is a party or by which any Borrower Party or any of its
properties may be bound, or (iii) result in or require the creation or
imposition of any Lien upon or with any Borrower Party except Permitted Liens.


 


(f)                                    Necessary Authorizations. 
Each Borrower Party and each Subsidiary of a Borrower Party has obtained
all Necessary Authorizations, and all such Necessary Authorizations are in full
force and effect.  None of such Necessary
Authorizations is the subject of any pending or, to the best of each Borrower Party’s
knowledge, threatened attack or revocation, by the grantor of the Necessary
Authorization. No Borrower Party or any Subsidiary of a Borrower Party is
required to obtain any additional Necessary Authorizations in connection with
the execution, delivery, and performance of this Agreement, any other Loan
Document or any Bank Products Document, in accordance with their respective
terms, or the consummation of the transactions contemplated hereby or thereby.


 


(g)                                 Title to Properties. 
Each Borrower Party has good, marketable, and legal title to, or a valid
license or leasehold interest in, all of its properties and assets, and none of
such properties or assets is subject to any Liens, other than Permitted Liens.


 


(h)                                 Material Contracts.  Schedule
5.1(h) contains a complete list, as of the Agreement Date, of each
Material Contract, true, correct and complete copies of which have been
delivered to the Administrative Agent.  Schedule
5.1(h) further identifies, as of the Agreement Date, each Material
Contract that requires consent to the granting of a Lien in favor of the
Administrative Agent on the rights of any Borrower Party thereunder.  No Borrower Party or any Subsidiary of a
Borrower Party is in default under or with respect to any Material Contract to
which it is a party or by which it or any of its properties are bound.


 


(i)                                     Labor Matters.  Except as
disclosed on Schedule 5.1(i):  (i) no
labor contract to which any Borrower Party or any Subsidiary of a Borrower
Party is a party or is otherwise subject is scheduled to expire prior to the
Maturity Date; (ii) no Borrower Party or any Subsidiary of a Borrower
Party has, within the two-year period preceding the date of this Agreement,
taken any action which would have constituted or resulted in a “plant closing”
or “mass layoff” within the meaning of the Federal Worker Adjustment and
Retraining Notification Act of 1988 or any similar applicable federal, state or
local law, and no Borrower Party has any reasonable expectation that any such
action is or will be required at any time prior to the Maturity Date; and (iii) on
the Agreement Date (A) no Borrower Party or any Subsidiary of a Borrower
Party is a party to any labor dispute (other than any immaterial disputes with
such Borrower Party’s or Subsidiary’s employees as individuals and not
affecting such Borrower Party’s or Subsidiary’s relations with any labor group
or its workforce as a whole) and (B) there are no pending or, to each
Borrower Party’s knowledge, threatened strikes or walkouts relating to any
labor contracts to which any Borrower Party or any Subsidiary of a Borrower
Party is a party 


 


67

















 


or
is otherwise subject.  Except as set
forth on Schedule 5.1(i), none of the employees of any Borrower Party or
a Subsidiary of a Borrower Party is a party to any collective bargaining
agreement with any Borrower Party or a Subsidiary of a Borrower Party, as
applicable.


 


(j)                                     Taxes.  Except as set
forth on Schedule 5.1(j), all federal, state and other tax returns of each
Borrower Party and each Subsidiary of a Borrower Party required by law to be
filed have been duly filed, all such tax returns are true, complete and correct
in all material respects, and all federal, state, and other taxes (including
all real estate and personal property, income, franchise, transfer and gains
taxes), all general or special assessments, and other governmental charges or
levies upon each Borrower Party and each Subsidiary of a Borrower Party and any
of their respective properties, income, profits, and assets, which are due and
payable, have been paid, except any payment of any of the foregoing which such
Borrower Party or such Subsidiary, as applicable, is currently contesting in
good faith by appropriate proceedings and with respect to which reserves in
conformity with GAAP have been provided on the books of such Borrower Party or
such Subsidiary, as the case may be.  No
adjustment relating to any tax returns has been proposed formally or informally
by any Governmental Authority and, to the knowledge of each Borrower Party no
basis exists for any such adjustment. 
The charges, accruals, and reserves on the books of the Borrower Parties
and their Subsidiaries in respect of taxes are, in the reasonable judgment of
the Borrower Parties, adequate. No Borrower Party or any Subsidiary of a
Borrower Party has been audited, or has knowledge of any pending audit, by the
Internal Revenue Service or any other taxing authority.  Except as described in Schedule 5.1(j),
no Borrower 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 Borrower Parties and
their respective predecessors is liable for any taxes:  (i) under any agreement (including any
tax sharing agreements) or (ii) to each Borrower Party’s knowledge, as a
transferee.  As of the Agreement Date, no
Borrower 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.


 


(k)                                  Financial Statements. 
Camping World and its Subsidiaries have furnished, or caused to be
furnished, to the Lenders (i) the audited financial statements of Camping
World and its Subsidiaries on a consolidated and consolidating basis, which
financial statements are complete and correct in all material respects and
present fairly in accordance with GAAP the respective financial positions of
Camping World and its Subsidiaries as at December 31, 2008, and the
results of operations for the fiscal year then ended and (ii) the
unaudited financial statements of Camping World and its Subsidiaries on a
consolidated basis, which financial statements are complete and correct in all
material respects and present fairly in accordance with GAAP, subject to normal
year end adjustments, the respective financial positions of Camping World and
its  Subsidiaries as at (x) December 31,
2009, and the results of operations for the fiscal year then ended, (y) January 31,
2010, and the results of operations for the fiscal month then ended.  Except as disclosed in such financial
statements, no Borrower Party or any Subsidiary of a Borrower Party has any
material liabilities, contingent or otherwise, and there are no material
unrealized or anticipated losses of any Borrower Party or any Subsidiary of a
Borrower Party which have not heretofore been disclosed in writing to the
Lenders.


 


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(l)                                     No Adverse Change. 
Since December 31, 2008, there has occurred no event which has had
or could reasonably be expected to have a Materially Adverse Effect.


 


(m)                               Investments and Guaranties. 
As of the Agreement Date, no Borrower Party or any Subsidiary of a
Borrower Party owns any Equity Interests of any Person except as disclosed on Schedules
5.1(c)-1 and 5.1(c)-2, or has outstanding loans or advances to, or
guaranties of the obligations of, any Person, except as reflected in the
financial statements referred to in Section 5.1(k) or
disclosed on Schedule 5.1(m).


 


(n)                                 Liabilities, Litigation, etc. 
As of the Agreement Date, except for liabilities incurred in the normal
course of business, no Borrower Party or any Subsidiary of any Borrower Party
has any material (individually or in the aggregate) liabilities, direct or
contingent, except as disclosed or referred to in the financial statements
referred to in Section 5.1(k) or with respect to the
Obligations.  As of the Agreement Date,
except as described on Schedules 5.1(n) and 5.1(y), there is
no litigation, legal or administrative proceeding, investigation, or other
action of any nature pending or, to the knowledge of the Borrower Parties,
threatened against or affecting any Borrower Party, any Subsidiary of any
Borrower Party or any of their respective properties which could reasonably be
expected to result in any judgment against or liability of such Borrower Party
or Subsidiary in excess of $250,000, individually, with respect to all Borrower
Parties and their Subsidiaries, or the loss of any certification or license
material to the operation of such Borrower Party’s or Subsidiary’s
business.  None of such litigation
disclosed on Schedules 5.1(n) and 5.1(y), individually or
collectively, could reasonably be expected to have a Materially Adverse
Effect.  No Borrower Party knows of any
unusual or unduly burdensome restriction, restraint or hazard relative to the
business or properties of the Borrower Parties and their Subsidiaries that is
not customary for or generally applicable to similarly situated businesses in
the same industry as the Borrower Parties and their Subsidiaries.


 


(o)                                 ERISA.  Schedule
5.1(o) lists (i) all ERISA Affiliates and (ii) all Plans and
separately identifies all Title IV Plans, Multiemployer Plans, and Retiree
Welfare Plans.  Copies of all such listed
Plans, together with a copy of the latest IRS/DOL 5500-series form for each
such Plan, have been delivered to the Administrative Agent.  Except with respect to Multiemployer Plans,
each Plan intended to be qualified under Code Section 401 has been
determined by the IRS to qualify under Section 401 of the Code, the trusts
created thereunder have been determined to be exempt from tax under the
provisions of Sections 501 of the Code, and nothing has occurred that would
cause the loss of such qualification or tax-exempt status.  Each Borrower Party and each ERISA Affiliate
and each of their respective Plans are in compliance with ERISA and the Code
and no Borrower Party nor any of its ERISA Affiliates has incurred any
accumulated funding deficiency with respect to any such Plan within the meaning
of ERISA or the Code.  No Borrower Party
or, to each Borrower Party’s knowledge, any of its ERISA Affiliates has made
any promises of pension or other benefits to employees, except as set forth in
the Plans.  No Borrower Party or ERISA
Affiliate has incurred any liability to the PBGC in connection with any such
Plan (other than the payment of premiums that are not past due).  No Title IV Plan has any Unfunded Pension
Liability.  No ERISA Event or event
described in Section 4062(e) of ERISA has occurred and is continuing
with respect to any such Plan.  There are
no pending, or to the knowledge of any Borrower Party, threatened claims (other
than claims for benefits in the normal course), sanctions, actions or lawsuits,
asserted or instituted against any Plan or any Person as fiduciary (as defined
in Section 3(21) of ERISA) or sponsor of any 


 


69

















 


Plan.  No such Plan or trust created thereunder, or
party in interest (as defined in Section 3(14) of ERISA), or any fiduciary
(as defined in Section 3(21) of ERISA), has engaged in a “prohibited
transaction” (as such term is defined in Section 406 of ERISA or Section 4975
of the Code) which would subject such Plan or any other Plan of any Borrower
Party or any of its ERISA Affiliates, any trust created thereunder, or any such
party in interest or fiduciary, or any party dealing with any such Plan or any
such trust to any material penalty or tax on “prohibited transactions” imposed
by Section 502 of ERISA or Section 4975 of the Code.


 


(p)                                 Intellectual Property; Licenses;
Certifications.  Except as set forth on Schedule 5.1(p),
no Borrower Party or any Subsidiary of a Borrower Party owns any registered
patents, trademarks, service marks or copyrights, and has no pending
registration applications with respect to any of the foregoing. No other
patents, trademarks, service marks or copyrights are necessary for the
operation of the business of the Borrower Parties and their Subsidiaries.  Except as set forth on Schedule 5.1(p),
no material licenses or certifications are necessary for the operation of the
Borrower Parties’ and their Subsidiaries’ business.


 


(q)                                 Compliance with Law; Absence of Default. 
Each Borrower Party and each Subsidiary of a Borrower Party is in
material compliance with all Applicable Laws and with all of the provisions of
its certificate of incorporation or formation and by-laws or other governing
documents.  No event has occurred or has
failed to occur which has not been remedied or waived, the occurrence or
non-occurrence of which constitutes (i) a Default or (ii) except with
respect to Funded Debt in an aggregate principal amount equal to or less than
$250,000, a default under any other indenture, agreement, or other instrument,
or any judgment, decree, or order to which such Borrower Party or such
Subsidiary is a party or by which such Borrower Party or such Subsidiary or any
of their respective properties may be bound.


 


(r)                                    Casualties; Taking of Properties, etc. 
Since December 31, 2008, neither the business nor the properties of
the Borrower Parties and their Subsidiaries has been materially and adversely
affected as a result of any fire, explosion, earthquake, flood, drought,
windstorm, accident, strike or other labor disturbance, embargo, requisition or
taking of property or cancellation of contracts, permits or concessions by any
domestic or foreign government or any agency thereof, riot, activities of armed
forces, or acts of God or of any public enemy.


 


(s)                                  Accuracy and Completeness of Information. 
All written information, reports, other papers and data relating to the
Borrower Parties and their Subsidiaries furnished by or at the direction of the
Borrower Parties to the Lender Group were, at the time furnished, complete and
correct in all material respects.  No
fact is currently known to any Borrower Party which has, or could reasonably be
expected to have, a Materially Adverse Effect. 
With respect to projections, estimates and forecasts given to the Lender
Group, such projections, estimates and forecasts are based on the Borrower
Parties’ good faith assessment of the future of the business at the time
made.  The Borrower Parties had a
reasonable basis for such assessment at the time made.


 


(t)                                    Compliance with Regulations T, U, and X. 
No Borrower Party or any Subsidiary of a Borrower 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 Borrower
Party or any Subsidiary of a Borrower Party owns or presently intends to
acquire, any “margin 


 


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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 Borrower Party, any Subsidiary of a Borrower 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 Borrower Parties and their Subsidiaries 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.


 


(u)                                 Solvency.  As of the
Agreement Date (after giving effect to the transactions contemplated by the
Loan Documents and the AGI Credit Documents) (i) the property of each
Borrower Party, at a fair valuation on a going concern basis, will exceed its
debt; (ii) the capital of each Borrower Party will not be unreasonably
small to conduct its business; and (iii) no Borrower 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 5.1(u), “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.


 


(v)                                 Insurance.  The Borrower
Parties and their Subsidiaries have insurance meeting the requirements of Section 6.5,
and such insurance policies are in full force and effect.  As of the Agreement Date, all insurance
maintained by the Borrower Parties and their Subsidiaries is fully described on
Schedule 5.1(v).


 


(w)                               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 Borrower
Parties for any other services rendered to the Borrower Parties ancillary to
the credit transactions contemplated herein.


 


(x)                                   Real Property. 
All real property leased by each Borrower Party and each Subsidiary of a
Borrower Party as of the Agreement Date, and the name of the lessor of such
real property, is set forth in Schedule 5.1(x)-1.  The leases of each Borrower Party and each
Subsidiary of a Borrower Party are valid, enforceable and in full force and
effect, and have not been modified or amended, except as otherwise set forth in
Schedule 5.1(x)-1.  The Borrower 


 


71

















 


Parties and their
Subsidiaries are the sole holders of the lessee’s interests under such
leases.  No Borrower Party or any
Subsidiary of a Borrower Party has made any pledge, mortgage, assignment or
sublease of any of it rights under such leases except pursuant to the Loan
Documents and as set forth in Schedule 5.1(x)-1 and, there is no default
or condition which, with the passage of time or the giving of notice, or both,
would constitute a material default on the part of any party under such leases
and the Borrower Parties and their Subsidiaries have paid all rents and other
charges due and payable under such leases. 
All real property owned by each Borrower Party or a Subsidiary of a
Borrower Party as of the Agreement Date is set forth in Schedule 5.1(x)-2.  As of the Agreement Date, no Borrower Party
or any Subsidiary of a Borrower Party owns, leases or uses any real property
other than as set forth on Schedule 5.1(x)-1 or 5.1(x)-2.  Each Borrower Party and each Subsidiary of a
Borrower Party owns good and marketable fee simple title to all of its owned
real property, and none of its respective owned real property is subject to any
Liens, except Permitted Liens.  No
Borrower Party or any Subsidiary of a Borrower Party owns or holds, or is
obligated under or a party to, any option, right of first refusal or any other
contractual right to purchase, acquire, sell, assign or dispose of any real
property owned or leased by it.


 


(y)                                 Environmental Matters.


 


(i)                                     Except as is described on Schedule
5.1(y), none of the Properties contains, in, on or under, including the
soil and groundwater thereunder, any Hazardous Materials in violation of
Environmental Laws or in amounts that could give rise to any material liability
under Environmental Laws.


 


(ii)                                  Except as is described on Schedule
5.1(y), each Borrower Party and each Subsidiary of a Borrower Party is in
compliance with all applicable Environmental Laws and there is no violation of
any Environmental Law or contamination which could materially interfere with
the continued operation of any of the Properties or impair the financial
condition of any Borrower Party or any Subsidiary of a Borrower Party.


 


(iii)                               Except as is described on Schedule
5.1(y), no Borrower Party or any Subsidiary of a Borrower Party has
received from any Governmental Authority any complaint, or notice of violation,
alleged violation, investigation or advisory action or notice of potential
liability regarding matters of environmental protection or permit compliance
under applicable Environmental Laws with regard to the Properties, nor is any
Borrower Party aware that any such notice is pending.


 


(iv)                              Except as is described on Schedule
5.1(y), Hazardous Materials have not been generated, treated, stored,
disposed of, at, on or under any of the Property in violation of any Environmental
Laws or in a manner that could give rise to any liability under Environmental
Laws nor have any Hazardous Materials been transported or disposed of from any
of the Properties to any other location in violation of any Environmental Laws
or in a manner that could give rise to liability under Environmental Laws.  Except as disclosed on Schedule 5.1(y),
no Borrower Party or any Subsidiary of a Borrower Party has permitted or will
permit any tenant or occupant of the Properties to engage in any activity that
could impose material liability under the Environmental Laws on such tenant or
occupant, any Borrower Party or any Subsidiary of a Borrower Party or any other
owner of any of the Properties.


 


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(v)                                 Except as is described on Schedule
5.1(y), no Borrower Party or any Subsidiary of a Borrower Party is a party
to any governmental administrative actions or judicial proceedings pending
under any Environmental Law with respect to any of the Properties, nor are there
any consent decrees or other decrees, consent orders, administrative orders or
other orders, or other administrative or judicial requirements outstanding
under any Environmental Law with respect to any of the Properties.


 


(vi)                              Except as is described on Schedule
5.1(y), there has been no release or threat of release of Hazardous
Materials into the environment at or from any of the Properties, or arising
from or relating to the operations of the Borrower Parties or their
Subsidiaries, in material violation of Environmental Laws or in amounts that
could give rise to any material liability under Environmental Laws.


 


(vii)                           None of the matters disclosed on Schedule
5.1 (y) is reasonably likely to result in liability to the Borrower
Parties and their Subsidiaries in excess of $250,000 in the aggregate.


 


(z)                                   OSHA.  All of the
Borrower Parties’ and their Subsidiaries’ 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.


 


(aa)                            Name of Borrower Party. 
No Borrower Party or any Subsidiary of any Borrower Party has changed
its name within the preceding five (5) years from the Agreement Date, nor
has any Borrower Party or any Subsidiary of a Borrower Party transacted
business under any other name or trade name.


 


(bb)                          Investment Company Act; Federal Power Act. 
No Borrower Party or any Subsidiary of a Borrower Party is required to
register under the provisions of the Investment Company Act of 1940, as
amended, and neither the entering into or performance by the Borrower Parties
of this Agreement nor the issuance of any Revolving Loan Notes violates any
provision of such Act or requires any consent, approval, or authorization of,
or registration with, any governmental or public body or authority pursuant to
any of the provisions of such Act.  No
Borrower Party or any Subsidiary of a Borrower Party is a “public utility”
within the meaning of the Federal Power Act (16 U.S.C. Section 791a et
seq.), as amended.


 


(cc)                            [Intentionally Omitted]


 


(dd)                          Anti-Terrorism Laws.


 


(i)                                     Anti-Terrorism Laws. 
No Borrower 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”):


 


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(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 Borrower Party nor any Affiliate of any Borrower
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 Borrower
Party nor any Affiliate of any Borrower 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.


 


Section 5.2                                      Representations and Warranties Relating
to Accounts.  With respect to all Accounts of each Borrower
Party, such Borrower Party hereby warrants and represents to the Lender Group
that such Accounts are bona fide existing payment obligations of Account
Debtors created by the sale and delivery of Inventory or the rendition of
services to such Account Debtors in the ordinary course of such Borrower Party’s
business and all documents relating to such Accounts are legally sufficient
under Applicable Law and are legally enforceable in accordance with their
terms.  As to each Account that is
identified by such Borrower Party as an Eligible Trade Account or an Eligible
Credit Card Account in the most recent Borrowing Base Certificate submitted to
the Administrative Agent by Borrowers, such Account is not ineligible by virtue
of one or more of the excluding criteria set forth in the definitions of
Eligible Trade Accounts or Eligible Credit Card Accounts, as the case may be.


 


Section 5.3                                      Representations and Warranties Relating
to Inventory.  With respect to all Eligible Inventory, the
Administrative Agent may rely upon all statements, warranties, or
representations made in any Borrowing Base Certificate in determining the
classification of such 


 


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Inventory and in
determining which items of Inventory listed in such Borrowing Base Certificate
meet the requirements of eligibility.


 


Section 5.4                                      Survival of Representations and
Warranties, etc.  All representations and warranties made under
this Agreement and the other Loan Documents shall be deemed to be made, and
shall be true and correct, at and as of the Agreement, and the date of each
Advance or issuance of a Letter of Credit hereunder, except to the extent
previously fulfilled in accordance with the terms of this Agreement or the
other Loan Documents and to the extent subsequently inapplicable.  All representations and warranties made under
this Agreement and the other Loan Documents shall survive, and not be waived
by, the execution hereof by the Lender Group, or any of them, any investigation
or inquiry by any member of the Lender Group, or the making of any Advance or
the issuance of any Letter of Credit under this Agreement.


 


ARTICLE
6.


 


GENERAL
COVENANTS


 


Until the later of the date the Obligations are repaid in full or the
date Borrowers no longer have the right to borrow, or have Letters of Credit
issued, hereunder (whether or not the conditions to borrowing have been or can
be fulfilled), and unless the Majority Lenders shall otherwise give their prior
consent in writing:


 


Section 6.1                                      Preservation of Existence and Similar
Matters.  Each Borrower Party will, and will cause each
of its Subsidiaries to (i) except as expressly permitted by Section 8.7,
preserve and maintain its existence, rights, franchises, licenses, and
privileges in its jurisdiction of incorporation or organization including all
Necessary Authorizations, and (ii) qualify and remain qualified and authorized
to do business in each jurisdiction in which the character of its properties or
the nature of its business requires such qualification or authorization.


 


Section 6.2                                      Compliance with Applicable Law. 
Each Borrower Party will, and will cause each of its Subsidiaries to,
comply, in all material respects, with the requirements of all Applicable Law.


 


Section 6.3                                      Maintenance of Properties. 
Each Borrower Party will, and will cause each of its Subsidiaries to,
maintain or cause to be maintained in the ordinary course of business in good
repair, working order and condition, normal wear and tear and disposal of
obsolete equipment excepted, all properties used or useful in its business
(whether owned or held under lease), and from time to time make or cause to be
made all needed and appropriate repairs, renewals, replacements, additions,
betterments, and improvements thereto.


 


Section 6.4                                      Accounting Methods and Financial Records. 
Each Borrower Party will, and will cause each of its Subsidiaries to,
maintain a system of accounting established and administered in accordance with
GAAP, and will, and will cause each of its Subsidiaries to, keep adequate
records and books of account in which complete entries will be made in
accordance with such accounting principles consistently applied and reflecting
all transactions required to be reflected by such accounting principles.


 


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Section 6.5                                      Insurance.  Each Borrower
Party will, and will cause each of its Subsidiaries to, maintain insurance
including public liability, property insurance, comprehensive general
liability, product liability, business interruption and fidelity coverage
insurance, in such amounts and against such risks as would be customary for
companies in the same industry and of comparable size as the Borrower Parties
and their Subsidiaries from financially sound and reputable insurance companies
having and maintaining an A.M. Best rating of “A minus” or better and
being in a size category of VI or larger or otherwise acceptable to the
Administrative Agent.  In addition to the
foregoing, each Borrower Party further agrees to maintain and pay for insurance
upon all goods constituting Collateral wherever located, in storage or in
transit in vehicles, vessels or aircraft, including goods evidenced by
documents, covering casualty, hazard, public liability and such other risks and
in such amounts as would be customary for companies in the same industry and of
comparable size as the Borrower Parties, from financially sound and reputable
insurance companies having and maintaining an A.M. Best rating of “A minus”
or better and being in a size category of VI or larger or otherwise acceptable
to the Administrative Agent to insure the Lender Group’s interest in such
Collateral.  All such property insurance
policies shall name the Administrative Agent as loss payee and all liability
insurance policies shall name the Administrative Agent as additional
insured.  On or before the Agreement
Date, each Borrower Party shall deliver the original certificates of insurance
evidencing that the required insurance is in force together with satisfactory
lender’s loss payable and additional insured, as applicable, endorsements.  Each policy of insurance or endorsement shall
contain a clause requiring the insurer to give not less than thirty (30) days
prior written notice to the Administrative Agent in the event of cancellation
or modification of the policy for any reason whatsoever (other than non-payment
of premiums, which notice may be less than thirty (30) days but at least ten (10) days)
and a clause that the interest of the Administrative Agent shall not be
impaired or invalidated by any act or neglect of any Borrower Party or owner of
the Collateral nor by the occupation of the premises for purposes more
hazardous than are permitted by said policy. 
If any Borrower Party fails to provide and pay for such insurance, the
Administrative Agent may, at Borrowers’ expense, procure the same, but shall
not be required to do so.  Each Borrower
Party agrees to deliver to the Administrative Agent, promptly as rendered, true
copies of all reports made in any reporting forms to insurance companies.


 


Section 6.6                                      Payment of Taxes and Claims. 
Each Borrower Party will, and will cause each of its Subsidiaries to,
pay and discharge all taxes, assessments, and governmental charges or levies
imposed upon it or its income or profit or upon any properties belonging to it
prior to the date on which penalties attach thereto, and all lawful claims for
labor, materials and supplies which have become due and payable and which by
law have or may become a Lien upon any of its Property; except that, no such
tax, assessment, charge, levy, or claim need be paid which is being contested
in good faith by appropriate proceedings and for which adequate reserves shall
have been set aside on the appropriate books, but only so long as such tax,
assessment, charge, levy, or claim does not become a Lien or charge other than
a Permitted Lien and no foreclosure, distraint, sale, or similar proceedings
shall have been commenced and remain unstayed for a period thirty (30) days
after such commencement.  Each Borrower
Party shall, and shall cause each of its Subsidiaries to, timely file all
information returns required by federal, state, or local tax authorities.


 


Section 6.7                                      Visits and Inspections. 
Each Borrower Party will, and will permit each of its Subsidiaries to,
permit representatives of the Administrative Agent to (a) visit and
inspect the 


 


76

















 


properties of the
Borrower Parties and their Subsidiaries during normal business hours, (b) inspect
and make extracts from and copies of the Borrower Parties’ and their
Subsidiaries’ books and records, (c) conduct appraisals, field
examinations and audits of the Accounts, Inventory and other personal property
of the Borrower Parties and their Subsidiaries and (d) discuss with the
Borrower Parties’ and their Subsidiaries’ respective principal officers the
Borrower Parties’ or such Subsidiaries’ businesses, assets, liabilities,
financial positions, results of operations, and business prospects relating to
the Borrower Parties or such Subsidiaries. 
Any other member of the Lender Group may, at its expense (unless an
Event of Default has occurred and is continuing), accompany the Administrative
Agent on any regularly scheduled visit (or at any time that a Default exists
any visit regardless of whether it is regularly scheduled) to the Borrower
Parties and their Subsidiaries’ properties.


 


Section 6.8                                      Conduct of Business. 
Each Borrower Party shall, and shall cause each of its Subsidiaries to,
continue to engage in business of the same general type as conducted by it as
of the Agreement Date.


 


Section 6.9                                      ERISA.  Each Borrower
Party shall at all times make, or cause to be made, prompt payment of
contributions required to meet the minimum funding standards set forth in ERISA
with respect to each Borrower Party’s and its ERISA Affiliates’ Plans; furnish
to the Administrative Agent, promptly upon the Administrative Agent’s request
therefor, copies of any annual report required to be filed pursuant to ERISA in
connection with each such Plan of each Borrower Party and its ERISA Affiliates;
notify the Administrative Agent as soon as practicable of any ERISA Event; and
furnish to the Administrative Agent, promptly upon the Administrative Agent’s
request therefor, such additional information concerning any such Plan as may
be reasonably requested by the Administrative Agent.


 


Section 6.10                                Lien Perfection. 
Each Borrower Party agrees to take such action as may be requested by
the Administrative Agent or otherwise be required to perfect or continue the
perfection of the Administrative Agent’s (on behalf of, and for the benefit of,
the Lender Group) security interest in the Collateral.  Each Borrower Party hereby authorizes the
Administrative Agent to file any such financing statement on such Borrower Party’s
behalf describing the Collateral as “all assets of the debtor”, “all personal
property of the debtor”, “all assets of debtor whether now existing or
hereafter acquired, and the proceeds thereof” or words of similar effect.


 


Section 6.11                                Location of Collateral. 
All Collateral, other than Inventory in transit and Inventory sold in
the ordinary course of business, will at all times be kept by the Borrower
Parties at one or more of the business locations of the Borrower Parties set
forth in Schedule 6.11.  The
Inventory shall not, without the prior written approval of the Administrative
Agent, be moved from the locations set forth on Schedule 6.11 except as
permitted in the immediately preceding sentence and prior to an Event of
Default, (a) sales or other dispositions of assets permitted pursuant to Section 8.7
and (b) the storage of Inventory at locations within the continental US
other than those specified in the first sentence of this Section 6.11
if (i) Borrowers give the Administrative Agent written notice of the new
storage location at least thirty (30) days prior to storing Inventory at such
location, (ii) the Lender Group’s security interest in such Inventory is
and continues to be a duly perfected, first priority Lien thereon, (iii) neither
any Borrower Party’s nor the Administrative Agent’s right of entry upon the
premises where such Inventory is stored or its right to remove the Inventory
therefrom, is in any way restricted, (iv) if 


 


77

















 


requested by the
Administrative Agent, the owner of such premises, and any bailee, warehouseman
or similar party that will be in possession of such Inventory, shall have
executed and delivered to the Administrative Agent a Collateral Access
Agreement, and (v) all negotiable documents and receipts in respect of any
Collateral maintained at such premises are promptly delivered to the
Administrative Agent and any non-negotiable documents and receipts in respect
of any Collateral maintained at such premises are issued to the Administrative
Agent and promptly delivered to the Administrative Agent.


 


Section 6.12                                Protection of Collateral. 
All insurance expenses and expenses of protecting, storing, warehousing,
insuring, handling, maintaining and shipping the Collateral (including all rent
payable by any Borrower Party to any landlord of any premises where any of the
Collateral may be located), and any and all excise, property, sales, and use
taxes imposed by any state, federal, or local authority on any of the
Collateral or in respect of the sale thereof, shall be borne and paid by the
Borrower Parties.  If the Borrower
Parties fail to promptly pay any portion thereof when due, the Lenders may, at
their option, but shall not be required to, make a Base Rate Advance for such
purpose and pay the same directly to the appropriate Person.  Each Borrower agrees to reimburse the Lenders
promptly therefor with interest accruing thereon daily at the Default Rate
provided in this Agreement.  All sums so
paid or incurred by the Lenders for any of the foregoing and all reasonable
costs and expenses (including attorneys’ fees, legal expenses, and court costs)
which the Lenders may incur in enforcing or protecting the Lien on or rights
and interest in the Collateral or any of their rights or remedies under this or
any other agreement between the parties hereto or in respect of any of the
transactions to be had hereunder until paid by Borrowers to the Lenders with
interest at the Default Rate, shall be considered Obligations owing by
Borrowers to the Lenders hereunder.  Such
Obligations shall be secured by all Collateral and by any and all other
collateral, security, assets, reserves, or funds of the Borrower Parties in or
coming into the hands or inuring to the benefit of the Lenders.  Neither the Administrative Agent nor the
Lenders shall be liable or responsible in any way for the safekeeping of any of
the Collateral or for any loss or damage thereto (except for reasonable care in
the custody thereof while any Collateral is in the Lenders’ actual possession) or
for any diminution in the value thereof, or for any act or default of any
warehouseman, carrier, forwarding agency, or other person whomsoever, but the
same shall be at the Borrower Parties’ sole risk.


 


Section 6.13                                Assignments and Records of Accounts.  If so requested by the Administrative Agent
following an Event of Default, each Borrower Party shall execute and deliver to
the Administrative Agent, for the benefit of the Lender Group, formal written
assignments of all of the Accounts daily, which shall include all Accounts that
have been created since the date of the last assignment, together with copies
of invoices or invoice registers related thereto.  Each Borrower Party shall keep accurate and
complete records of the Accounts and all payments and collections thereon.


 


Section 6.14                                Administration of Accounts.


 


(a)                                  The Administrative Agent retains the
right after the occurrence and during the continuance of an Event of Default to
notify the Account Debtors, Credit Card Processors and Credit Card Issuers that
the Accounts have been assigned to the Administrative Agent, for the benefit of
the Lender Group, and to collect the Accounts directly in its own name and to 


 


78

















 


charge the collection
costs and expenses, including attorneys’ fees, to Borrowers.  The Administrative Agent has no duty to
protect, insure, collect or realize upon the Accounts or preserve rights in
them.  Each Borrower Party irrevocably makes,
constitutes and appoints the Administrative Agent as such Borrower Party’s true
and lawful attorney and agent-in-fact to endorse such Borrower Party’s name on
any checks, notes, drafts or other payments relating to, the Accounts which
come into the Administrative Agent’s possession or under the Administrative
Agent’s control as a result of its taking any of the foregoing actions.  Additionally, the Administrative Agent, for
the benefit of the Lender Group, shall have the right to collect and settle or
adjust all disputes and claims directly with the Account Debtor, Credit Card
Processors and Credit Card Issuers and to compromise the amount or extend the
time for payment of the Accounts upon such terms and conditions as the
Administrative Agent may deem advisable, and to charge the deficiencies,
reasonable costs and expenses thereof, including attorney’s fees, to Borrowers.


 


(b)                                 If an Account includes a charge for any
tax payable to any governmental taxing authority, the Administrative Agent on
behalf of the Lenders is authorized, in its sole and absolute discretion, to
pay the amount thereof to the proper taxing authority for the account of the
applicable Borrower Party and to make a Base Rate Advance to Borrowers to pay
therefor.  The Borrower Parties shall
notify the Administrative Agent if any Account includes any tax due to any
governmental taxing authority and, in the absence of such notice, the
Administrative Agent shall have the right to retain the full proceeds of the
Account and shall not be liable for any taxes to any governmental taxing
authority that may be due by any Borrower Party by reason of the sale and
delivery creating the Account.


 


(c)                                  Whether or not a Default has occurred,
any of the Administrative Agent’s officers, employees or agents shall have the
right, at any time or times hereafter, in the name of the Lenders, or any
designee of the Lenders or the Borrower Parties, to verify the validity, amount
or other matter relating to any Accounts by mail, telephone, telegraph or
otherwise.  The Borrower Parties shall
cooperate fully with the Administrative Agent and the Lenders in an effort to
facilitate and promptly conclude any such verification process.


 


Section 6.15                                The Blocked Account. 
On or before the Agreement Date, and at all times thereafter:


 


(a)                                  The Borrower Parties shall establish and
maintain one or more deposit and lockbox accounts pursuant to arrangements
acceptable to the Administrative Agent with SunTrust, any Affiliate thereof or
any other bank(s) as may be selected by the Borrower Parties and approved
by the Administrative Agent.  The
Borrower Parties shall issue to each such bank an irrevocable letter of
instruction directing such bank to deposit all payments or other remittances
received in the lockbox to the Disbursement Account.  Each such Blocked Account bank shall agree to
the Administrative Agent’s standard Blocked Account Agreement or such variation
thereof as shall be mutually satisfactory to the Administrative Agent and such
bank.  All amounts which shall be
deposited into any Blocked Account shall immediately become the property of and
be under the sole dominion and exclusive control of the Administrative Agent,
on behalf of the Lender Group, and no Borrower Party shall have any right to
withdraw such amounts from the Blocked Account.


 


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(b)                                 The Borrower Parties shall take all steps
to ensure that all of their Account Debtors and all of their Credit Card
Processors forward all items of payment to lockboxes established with the
Blocked Account banks.  The Borrower
Parties shall cause each of their Credit Card Processors to enter into an
agreement, in form and substance satisfactory to the Administrative Agent, with
the Administrative Agent and the applicable Borrower Party pursuant to which
the applicable Borrower Party shall irrevocably instruct such Credit Card
Processor to forward all items of payment owing to the Borrower Parties
directly to a Blocked Account (each, a “Credit Card Processor Agreement”).


 


(c)                                  In the event that any Borrower Party
shall at any time receive any remittances of any of the foregoing directly or
shall receive any other funds representing proceeds of the Collateral, such
Borrower Party shall hold the same as trustee for the Administrative Agent,
shall segregate such remittances from its other assets, and shall promptly
deposit the same into the Disbursement Account. 
All cash, cash equivalents (including Cash Equivalents), checks, notes,
drafts or similar items of payment (including from the sale of any assets under
Section 8.7(b) or otherwise or constituting insurance or
condemnation proceeds) received by any Borrower Party shall be deposited into
the Disbursement Account promptly upon (and in any event within one (1) Business
Day of) receipt thereof by such Borrower Party.


 


(d)                                 On each Business Day the Administrative
Agent shall, without further consent of any Borrower Party, withdraw all
immediately available funds in the Blocked Accounts maintained by SunTrust or
any Affiliate thereof, deposit the same in the Loan Account, and apply the same
against the Obligations in the manner provided for in Section 2.11
or, if applicable, Section 2.6(b).


 


(e)                                  If any Blocked Account bank is not
maintained with SunTrust, or any Affiliate thereof, all funds in the Blocked
Account of such other bank shall be deposited into the Disbursement Account on
a daily basis in immediately available funds. 
On each Business Day on which any amount is deposited into the
Disbursement Account in immediately available funds, the Administrative Agent
shall withdraw such amount from into the Disbursement Account, deposit the same
in the Loan Account, and apply the same against the Obligations in the manner
provided for in Section 2.11 or, if applicable, Section 2.6(b).


 


(f)                                    As of the Agreement Date, all bank
accounts and investment accounts of the Borrower Parties are listed on Schedule
6.15 and such Schedule designates which such accounts are deposit
accounts.  Except as otherwise expressly
permitted under the Security Agreement, no Borrower Party shall open any other
deposit account unless the depository bank for such account shall have entered
into an agreement with the Administrative Agent substantially in the form of
the Blocked Account Agreement.  In
addition, except as otherwise expressly permitted under the Security Agreement,
no Borrower Party shall maintain a balance in excess of the amount necessary to
cover outstanding checks drawn on such account or in any other bank account or
investment account (each a “Non-Depository Account”) unless and until
such Borrower Party has delivered to the Administrative Agent a control
agreement in form and substance satisfactory to the Administrative Agent
executed by such Borrower Party, the Administrative Agent and the financial
institution where such account is located.


 


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Section 6.16                                Further Assurances. 
Each Borrower Party will promptly cure, or cause to be cured, defects in
the creation and issuance of any Revolving Loan Notes and the execution and
delivery of the Loan Documents (including this Agreement) and any Bank Products
Documents, resulting from any act or failure to act by any Borrower Party or
any employee or officer thereof.  Each
Borrower Party at its expense will promptly execute and deliver to the
Administrative Agent and the Lenders, or cause to be executed and delivered to
the Administrative Agent and the Lenders, all such other and further documents,
agreements, and instruments in compliance with or accomplishment of the
covenants and agreements of the Borrower Parties in the Loan Documents
(including this Agreement) and the Bank Products Documents, or to correct any
omissions in the Loan Documents or any Bank Products Documents, or more fully
to state the obligations set out herein or in any of the Loan Documents or the Bank
Products Documents, or to obtain any consents, all as may be necessary or
appropriate in connection therewith as may be reasonably requested.


 


Section 6.17                                Broker’s Claims. 
Each Borrower Party hereby indemnifies and agrees to hold each member of
the Lender Group harmless from and against any and all losses, liabilities,
damages, costs and expenses which may be suffered or incurred by such member of
the Lender Group in respect of any claim, suit, action or cause of action now
or hereafter asserted by a broker or any Person acting in a similar capacity
arising from or in connection with the execution and delivery of this Agreement
or any other Loan Document or Bank Products Document or the consummation of the
transactions contemplated herein or therein.  This Section 6.17 shall survive
termination of this Agreement.


 


Section 6.18                                Indemnity.  Each Borrower
Party shall indemnify each Indemnified Person against, and hold each
Indemnified Person harmless from, any and all losses, claims, damages,
liabilities and related expenses (including the fees, charges and disbursements
of any counsel for any Indemnified Person), and shall indemnify and hold
harmless each Indemnified Person from all fees and time charges and
disbursements for attorneys who may be employees of any Indemnified Person,
incurred by any Indemnified Person or asserted against any Indemnified Person
by any third party or by any Borrower or any other Borrower Party arising out
of, in connection with, or as a result of (a) the execution or delivery of
this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their
respective obligations hereunder or thereunder or the consummation of the
transactions contemplated hereby or thereby, (b) any Loan or Letter of
Credit or the use or proposed use of the proceeds therefrom (including any
refusal by the Issuing Bank to honor a demand for payment under a Letter of
Credit if the documents presented in connection with such demand do not
strictly comply with the terms of such Letter of Credit), (c) any actual
or alleged presence or release of 
Hazardous Materials on or from any property owned or operated by any
Borrower Party or any of its Subsidiaries, or any environmental liability
related in any way to any Borrower Party or any of its Subsidiaries, or (d) any
actual or prospective claim, litigation, investigation or proceeding relating
to any of the foregoing, whether based on contract, tort or any other theory,
whether brought by a third party or by any Borrower or any other Borrower
Party, and regardless of whether any Indemnified Person is a party thereto,
provided that such indemnity shall not, as to any Indemnified Person, 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 Indemnified Person. 
NO INDEMNIFIED PERSON SHALL BE 


 


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RESPONSIBLE OR LIABLE TO
ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY
BENEFICIARY OR SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY
THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES
WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED
OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION
CONTEMPLATED HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.  This Section 6.18 shall survive
termination of this Agreement.


 


Section 6.19                                Environmental Matters.


 


(a)                                  Each Borrower Party shall, and shall
cause its Subsidiaries to, comply in all material respects with the
Environmental Laws and shall notify the Administrative Agent within thirty (30)
days in the event of any discharge or discovery of any Hazardous Materials at,
upon, under or within the Properties in amounts that require remediation.  Each Borrower Party shall forward to the
Administrative Agent copies of all documents alleging a violation of
Environmental Laws, all responses thereto and all documents submitted to
environmental agencies relative to remediation of Hazardous Materials on the
Properties, in each case, within thirty (30) days of receipt, delivery or
submission (as the case may be) of the same.


 


(b)                                 The Borrower Parties will not use or
permit any other party to use any Hazardous Materials at any of their places of
business except such materials as are used in the Borrower Parties’ normal
course of business, maintenance and repairs, and then only in material
compliance with all applicable Environmental Laws.  The Borrower Parties shall not install or
permit to be installed in the Property friable asbestos or any substance
containing asbestos and deemed hazardous by an Applicable Law respecting such
material, or any other building material deemed to be harmful, hazardous or
injurious by relevant Applicable Law and with respect to any such material
currently present in any Property shall promptly either (a) remove any
material which such Applicable Law deem harmful, hazardous or injurious and
require to be removed or (b) otherwise comply with such Applicable Law, at
the Borrower Parties’ expense.


 


(c)                                  Promptly upon the written request of the
Administrative Agent from time to time, the Borrower Parties shall provide the
Administrative Agent with an environmental site assessment or environmental
audit report prepared by an environmental engineering firm acceptable to the
Administrative Agent, to assess with a reasonable degree of certainty the
presence or absence of any Hazardous Materials and the potential costs in
connection with abatement, cleanup or removal of any Hazardous Materials found
on, under, at or within the Properties. 
Such assessment or report shall be at Borrower Parties’ expense if, in
the judgment of the Administrative Agent, there is reason to believe that a
violation of Environmental Laws has occurred.


 


(d)                                 Each Borrower Party shall at all times
indemnify and hold harmless the Lender Group against and from any and all
claims, suits, actions, debts, damages, costs, losses, obligations, judgments,
charges, and expenses, or any nature whatsoever under or on account of the
Environmental Laws including the assertion of any Lien thereunder, with respect
to:


 


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(i)                                     any discharge of Hazardous Materials, the
threat of a discharge of any Hazardous Materials or the presence of any
Hazardous Materials affecting the Properties whether or not the same originates
or emanates from the Properties or any contiguous real estate including any
loss of value of the Properties as a result of any of the foregoing;


 


(ii)                                  any costs of removal or remedial action
incurred by the US government or any costs incurred by any other person or
damages from injury to, destruction of, or loss of natural resources, including
reasonable costs of assessing such injury, destruction or loss incurred
pursuant to any Environmental Laws;


 


(iii)                               liability for personal injury or property
damage arising under any statutory or common law tort theory (including damages
assessed) for the maintenance of a public or private nuisance or for the
carrying on of an abnormally dangerous activity at or caused by any Borrower
Party or Subsidiary of a Borrower Party near the Properties; or


 


(iv)                              any other environmental matter affecting
the Properties within the jurisdiction of the Environmental Protection Agency,
any other federal agency, or any state or local environmental agency.


 


(e)                                  In the event of any discharge or
discovery of any Hazardous Materials at, upon, under or within the Properties
in amounts that require remediation, if the applicable Borrower Party or
Subsidiary fails to begin the remediation within thirty (30) days after notice
to the Administrative Agent, the Administrative Agent may at its election, but
without the obligation to do so, give such notices or cause such work to be
performed at the Properties or take any and all other actions as the
Administrative Agent shall deem necessary or advisable in order to abate the
discharge of such Hazardous Material, remove such Hazardous Material or cure
such Borrower Party’s or Subsidiary’s noncompliance.


 


(f)                                    All of the representations, warranties,
covenants and indemnities of this Section 6.19 and Section 5.1(y) shall
survive the termination of this Agreement, the repayment of the Obligations or
the release of the liens of the Mortgage from the Properties that are subject
to the Mortgage and shall survive the transfer of any or all right, title and
interest in and to the Properties by the Borrower Parties or any Subsidiary to
any party, whether or not affiliated with the Borrower Parties.


 


Section 6.20                                Post-Closing Deliveries.


 


(a)                                  Borrowers shall, no later than thirty
(30) days after the Agreement Date (or such later date to which the
Administrative Agent agrees, in its sole and absolute discretion), deliver
evidence to the Administrative Agent that Borrowers have closed all of their
bank accounts with Union Bank of California.


 


(b)                                 Borrowers shall, no later than thirty
(30) days after the Agreement Date (or such later date to which the
Administrative Agent agrees, in its sole and absolute discretion), deliver or
cause to be delivered to the Administrative Agent a copy of each Mortgage of
record, as of the Agreement Date, which is secured by any Property of any
Borrower Party, including any leasehold interest in real property.


 


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(c)                                  Borrowers shall use all commercially
reasonable efforts to, no later than thirty (30) days after the Agreement Date
(or such later date to which the Administrative Agent agrees, in its sole and
absolute discretion), deliver or cause to be delivered to the Administrative
Agent a duly executed Collateral Access Agreement for each of the leased
locations described on Schedule 6.20(c).


 


(d)                                 Borrowers shall cause to be executed and
delivered all further instruments and documents, and take all further action,
that may be necessary or that Administrative Agent may reasonably request, in
order to (i) record the Administrative Agent’s security interest,
satisfactory to the Administrative Agent, in any of the Borrowers Parties’
Trademarks (as defined in the Security Agreement) noted in the applicable
records of the United States Patent and Trademark Office and (ii) correct
or clarify ownership or chain of title, satisfactory to the Administrative
Agent, of any of the Borrowers Parties’ Trademarks (as defined in the Security
Agreement) in the applicable records of the United States Patent and Trademark
Office.


 


(e)                                  Borrowers shall, no later March 12,
2010 (or such later
date to which the Administrative Agent agrees, in its sole and absolute
discretion), deliver Blocked Account Agreements in favor of the Administrative Agent
for all of their bank accounts with U.S. Bank National Association.


 


(f)                                    Borrowers
shall, no later than March 12, 2010 (or such later date to which the Administrative Agent
agrees, in its sole and absolute discretion) deliver to the
Administrative Agent any certificates constituting the Pledged Interests (as
defined in the Security Agreement), to the extent such Pledged Interests are
represented by certificates, together with undated powers endorsed in blank by
the applicable party.


 


Section 6.21                                Additional Leasehold Mortgages. 
In the event that any Mortgage in favor of the AGI Credit Agreement
Agent is filed against any Borrower Party’s leasehold interest in any real
property after the Agreement Date, such Borrower Party shall deliver and have
filed a substantially similar Mortgage on such real property in favor of the
Administrative Agent and such Mortgage in favor of the Administrative Agent
shall be a first priority perfected Lien and senior to the Mortgage filed in
favor of the AGI Credit Agreement Agent.


 


ARTICLE
7.


 


INFORMATION
COVENANTS


 


Until the earlier of (i) the date the Obligations are repaid in
full and (ii) the date Borrowers no longer have a right to borrow and have
Letters of Credit issued hereunder (whether or not the conditions to borrowing
have been or can be fulfilled) and unless the Majority Lenders shall otherwise
give their prior consent in writing, the Borrower Parties will furnish or cause
to be furnished to each member of the Lender Group:


 


Section 7.1                                      Monthly Financial Statements and
Information.


 


(a)                                  Within thirty (30) days after the last
day of each fiscal month in each fiscal year of Camping World, the balance
sheet of Camping World as at the end of such fiscal month, and the related
statement of income and retained earnings and related statement of cash flows
for 


 


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such fiscal month and for
the fiscal year to date period (starting with the Agreement Date) ended with
the last day of such fiscal month, which financial statements shall be in form
and substance satisfactory to the Administrative Agent and set forth in
comparative form (i) the figures for the applicable period set forth in
the projections provided by the Borrower Parties pursuant to Section 4.1,
as amended or superseded by projections delivered pursuant to Section 7.5(e),
and (ii) such figures as at the end of such month during the previous
fiscal year and for such month during the previous fiscal year, all of which
shall be on a consolidated and consolidating  basis
for Camping World and its Subsidiaries and shall be certified by an Authorized
Signatory of Camping World to be, in his or her opinion, complete and correct
in all material respects and to present fairly in accordance with GAAP the
financial position of Camping World and its Subsidiaries, as at the end of such
period and the results of operations for such period, and for the elapsed
portion of the year (starting with the Agreement Date) ended with the last day
of such period, subject only to normal year-end adjustments and lack of
footnotes.


 


(b)                                 Within thirty (30) days after the last
day of each fiscal quarter in each fiscal year of AGI, the balance sheet of AGI
as at the end of such fiscal quarter, and the related statement of income and
retained earnings and related statement of cash flows for such fiscal quarter
and for the fiscal year to date period (starting with the Agreement Date) ended
with the last day of such fiscal quarter, which financial statements shall be
in form and substance satisfactory to the Administrative Agent and set forth in
comparative form such figures as at the end of such quarter during the previous
fiscal year and for such quarter during the previous fiscal year, all of which
shall be on a consolidated and consolidating  basis
for AGI and its Subsidiaries and shall be certified by an Authorized Signatory
of Camping World to be, in his or her opinion, complete and correct in all
material respects and to present fairly in accordance with GAAP the financial
position of AGI and its Subsidiaries, as at the end of such period and the
results of operations for such period, and for the elapsed portion of the year
(starting with the Agreement Date) ended with the last day of such period,
subject only to normal year-end adjustments and lack of footnotes.


 


Section 7.2                                      Annual Financial Statements and
Information; Certificate of No Default.


 


(a)                                  Within one hundred twenty (120) days
after the end of each fiscal year of Camping World, the audited balance sheet
of Camping World as at the end of such period and the related audited
statements of income and retained earnings and related audited statements of
cash flows for such period, all of which shall be on a consolidated  basis for Camping World and its Subsidiaries, together with
consolidating schedules for Camping World and its Subsidiaries, which financial
statements shall be in form and substance satisfactory to the Administrative
Agent and set forth in comparative form (i) the figures for the applicable
period set forth in the projections provided by the Borrower Parties pursuant
to Section 4.1, as amended or superseded by projections delivered
pursuant to Section 7.5(e), and (ii) such figures as at the
end of and for the previous year, and shall be accompanied by an unqualified
opinion of independent certified public accountants of recognized national
standing satisfactory to the Administrative Agent, stating that such financial
statements are prepared in all material respects in accordance with GAAP and
fairly present the financial condition of Camping World and its Subsidiaries in
all material respects, without any explanatory paragraphs, together with a
statement of such accountants of Camping World certifying that no Default,
including any Default under the


 


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Financial Covenants (as
applicable), was detected during the examination of the Borrower Parties.


 


(b)                                 Within one hundred twenty (120) days
after the end of each fiscal year of AGI, the audited balance sheet of AGI as
at the end of such period and the related audited statements of income and
retained earnings and related audited statements of cash flows for such period,
all of which shall be on a consolidated  basis for AGI
and its Subsidiaries, together with consolidating schedules for AGI and its
Subsidiaries, which financial statements shall be in form and substance
satisfactory to the Administrative Agent and set forth in comparative form such
figures as at the end of and for the previous year, and shall be accompanied by
an unqualified opinion of independent certified public accountants of
recognized national standing satisfactory to the Administrative Agent, stating
that such financial statements are prepared in all material respects in
accordance with GAAP and fairly present the financial condition of Camping
World and its Subsidiaries in all material respects, without any explanatory
paragraphs, together with a statement of such accountants of AGI certifying
that no default with respect to the AGI Credit Documents was detected during
the examination of AGI and its Subsidiaries.


 


Section 7.3                                      Compliance Certificates. 
At the time the financial statements are furnished pursuant to Sections
7.1(a) and 7.2, a Compliance Certificate:


 


(a)                                  Setting forth as at the end of the
relevant period the arithmetical calculations required to establish the
Financial Covenants for such period;


 


(b)                                 Stating whether any change in GAAP or the
application thereof has occurred since the date of Camping World’s audited
financial statements delivered as of the Agreement Date, and, if any change has
occurred, specifying the effect of such change on the financial statements
accompanying such certificate; and


 


(c)                                  Stating that, to the best of his or her
knowledge, no Default has occurred as at the end of the relevant period, or, if
a Default has occurred, disclosing each such Default and its nature, when it
occurred and whether it is continuing.


 


Section 7.4                                      Access to Accountants. 
Each Borrower Party hereby authorizes the Administrative Agent to
communicate directly with the Borrower Parties’ and their Subsidiaries’
independent public accountants and authorizes these accountants to disclose to
the Administrative Agent any and all financial statements and other supporting
financial data, including matters relating to the annual audit and copies of
any management letter with respect to its business, financial condition and
other affairs.  On or before the
Agreement Date, the Borrower Parties shall deliver to their independent public
accountants a letter authorizing them to comply with the provisions of this Section 7.4.


 


Section 7.5                                      Additional Reports.


 


(a)                                  On or before Wednesday of each calendar
week, or more or less frequently as reasonably required by the Administrative
Agent, Borrowers shall deliver to the Administrative Agent and the Lenders, a
Borrowing Base Certificate as of the last day of the preceding calendar week  or such other date reasonably required by the
Administrative Agent, which shall be in such form as shall be satisfactory to
the Administrative Agent, setting forth the 


 


86

















 


amount of Inventory owned
by each Borrower, the amount of Eligible Inventory and a categorical breakdown
of all Accounts of each Borrower and a calculation of Eligible Trade Accounts
and Eligible Credit Card Accounts as of such last day of the preceding calendar
week.


 


(b)                                 Within fifteen (15) days after the end of
each calendar month, or more frequently as reasonably required by the
Administrative Agent, Borrowers shall deliver to the Administrative Agent and
to any Lender requesting the same, in form acceptable to the Administrative
Agent, (i) a report showing the type (including SKU information), Value
and location of the Inventory of each Borrower as at the end of the immediately
preceding fiscal month and the aggregate Dollar amount of all returns,
repossessions or discounts with respect to Inventory of each Borrower, (ii) a
report of sales, collections, debit and credit adjustments of the preceding
fiscal month (iii) a detailed aged trial balance of all accounts payable
of Borrowers existing as of the last day of the preceding fiscal month or such
other date reasonably required by the Administrative Agent (iv) a detailed
aged trial balance of all Accounts of each Borrower existing as of the last day
of the preceding fiscal month or such other date reasonably required by the
Administrative Agent, specifying the names, and face value for each Account
Debtor obligated on an Account of such Borrower so listed and all other
information necessary to calculate Eligible Trade Accounts and Eligible Credit
Card Accounts, (v) lockbox, bank and investment account statements with
respect to the preceding fiscal month, (vi) a report showing
year-over-year sales comparisons by location for the preceding fiscal month and
(vii) upon the Administrative Agent’s request therefor, copies of proof of
delivery and the original copy of all documents, including repayment histories
and present status reports relating to the Accounts of such Borrower so
scheduled and such other matters and information relating to the status of then
existing Accounts of such Borrower as the Administrative Agent shall reasonably
request as of such last day of the preceding fiscal month  or
such other date reasonably required by the Administrative Agent.


 


(c)                                  Upon request by the Administrative Agent,
Borrowers shall deliver to the Administrative Agent and any Lender requesting
the same, in form acceptable to the Administrative Agent, a report showing the
sales and collections of Borrowers for the prior day or, if such Business Day
precedes a weekend or a holiday, days.


 


(d)                                 Promptly upon (and in any event within
three (3) Business Days of) receipt thereof, the Borrower Parties shall deliver to
the Lender Group copies of all final reports, if any, submitted to any Borrower
Party or any Subsidiary of a Borrower Party by the Borrower Parties’ and their
Subsidiaries’ independent public accountants in connection with any annual or
interim audit of the Borrower Parties and their Subsidiaries, including any final
management report prepared in connection with the annual audit referred to in Section 7.2;


 


(e)                                  On or before the date thirty (30) days
prior to the commencement of each fiscal year, the Borrower Parties shall
deliver to the Lender Group, in form and substance satisfactory to the
Administrative Agent, the annual consolidated and consolidating  budget for the Borrower Parties and their Subsidiaries
approved by the board of directors of Camping World, including forecasts of the
income statement, the balance sheet and the Borrowing Base and a cash flow
statement for the immediately succeeding year on a month by month basis;


 


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(f)                                    To the extent not covered elsewhere in
this Article 7, promptly after (and in any event within
three (3) Business Days of) the sending thereof, the Borrower Parties shall, and
shall cause their Subsidiaries to, deliver to the Administrative Agent and the
Lenders copies of all financial statements, reports and other information which
any Borrower Party, or any Affiliate thereof, including AGH and AGI, sends to
any holder of its Funded Debt or its securities or which any Borrower Party, or
any Affiliate thereof, including AGH and AGI, files with the Securities and
Exchange Commission or any national securities exchange;


 


(g)                                 If there is a material change in GAAP
after December 31, 2008, that affects the presentation of the financial
statements referred to in Section 7.1 or 7.2, then, in
addition to delivery of such financial statements, and on the date such
financial statements are required to be delivered, the Borrower Parties shall
furnish the adjustments and reconciliations necessary to enable Borrowers and
each Lender to determine compliance with the Financial Covenants, all of which shall
be determined in accordance with GAAP consistently applied; and


 


(h)                                 Promptly upon (and in any event within
three (3) Business Days of) receipt thereof, the Borrower Parties shall deliver to
the Lender Group copies of any notices, demand letters, or other information
received by any Borrower Party in respect of the Deferred Tax Liabilities.


 


(i)                                     From time to time and promptly upon (and in any
event within three (3) Business Days of) each request the Borrower Parties shall, and shall
cause their Subsidiaries to, deliver to the Administrative Agent on behalf of
the Lender Group such data, certificates, reports, statements, opinions of
counsel, documents, or further information regarding the business, assets,
liabilities, financial position, projections, results of operations, or
business prospects of the Borrower Parties, such Subsidiaries, or any of them,
as the Administrative Agent may reasonably request.


 


Section 7.6                                      Notice of Litigation and Other Matters.


 


(a)                                  Promptly upon (and in any event within three
(3) Business Days of) any Borrower Party’s obtaining knowledge of the
institution of, or a written threat of, any action, suit, governmental
investigation or arbitration proceeding against any Borrower Party, any
Subsidiary of a Borrower Party or any Property, which action, suit,
governmental investigation or arbitration proceeding, if adversely determined,
would expose, in such Borrower Party’s reasonable judgment, any Borrower Party
or any Subsidiary of a Borrower Party to liability in an aggregate amount in
excess of $250,000, such Borrower Party shall notify the Lender Group of the
occurrence thereof, and the Borrower Parties shall provide such additional
information with respect to such matters as the Lender Group, or any of them,
may reasonably request.


 


(b)                                 Immediately following the occurrence of
any default (whether or not any Borrower Party has received notice thereof from
any other Person) on Funded Debt of any Borrower Party or any Subsidiary of a
Borrower Party which singly, or in the aggregate, exceeds $250,000, such
Borrower Party shall notify the Lender Group of the occurrence thereof;


 


(c)                                  Promptly upon (and in any event within
three (3) Business Days of) any Borrower Party’s receipt of notice of the
pendency of any proceeding for the condemnation or 


 


88

















 


other taking of any
Property of any Borrower Party or any Subsidiary of a Borrower Party, such
Borrower Party shall notify the Lender Group of the occurrence thereof;


 


(d)                                 Promptly upon (and in any event within
three (3) Business Days of) any Borrower Party’s receipt of notice of any
event that could reasonably be likely to result in a Materially Adverse Effect,
such Borrower Party shall notify the Lender Group of the occurrence thereof;


 


(e)                                  Promptly (and in any event within three (3) Business
Days) following any material amendment or change approved by the board of
directors of Camping World to the budget submitted to the Lender Group pursuant
to Section 7.5(e), the Borrower Parties shall notify the Lender
Group of the occurrence thereof;


 


(f)                                    Immediately following any (i) Default
under any Loan Document, (ii) breach under any lease under which any
Borrower Party makes rental payments in excess of $250,000 in any year or (iii) default
under any other agreement (other than those referenced in clause (i) of
this Section 7.6(f) or in Section 7.6(b)) to which
any Borrower Party or any Subsidiary of a Borrower Party is a party or by which
any Borrower Party’s or any such Subsidiary’s properties is bound which could
reasonably be expected to have a Materially Adverse Effect, then the Borrower
Parties shall notify the Lender Group of the occurrence thereof giving in each
case the details thereof and specifying the action proposed to be taken with
respect thereto;


 


(g)                                 Promptly (but in any event within three (3) Business
Days) following the occurrence of any ERISA Event or a “prohibited transaction”
(as such term is defined in Section 406 of ERISA or Section 4975 of
the Code) with respect to any Plan of any Borrower Party or any of its ERISA
Affiliates or the commencement or threatened commencement of any litigation
regarding any such Plan or naming it or the trustee of any such Plan with
respect to such Plan (other than claims for benefits in the ordinary course of
business), the Borrower Parties shall notify the Administrative Agent and the
Lenders of the occurrence thereof.


 


(h)                                 The Borrower Parties shall deliver
updates or supplements to the schedules to the Loan Documents from time to time
as may be required to render correct the representations and warranties
contained in the applicable sections to which such schedules relate as of the
last day of such fiscal quarter without giving effect to any references therein
to the “Agreement Date” in each case, appropriately marked to show the changes
made therein; provided that no such supplement to any such Schedules or
representation shall be deemed a waiver of any Default resulting from the
matters disclosed therein, except as consented to by the Majority Lenders in
writing.


 


(i)                                     At least five (5) Business Days
prior to the payment of any Dividend by any Borrower Party, Borrowers shall
provide (i) written notice to the Administrative Agent of such Dividend,
specifying the amount, the applicable Borrower Party and such other information
reasonably requested by Administrative Agent, (ii) a Borrowing Base
Certificate calculated for the date of such Dividend payment, without giving
effect to such Dividend payment, and (iii) a Borrowing Base Certificate
calculated for the date of such Dividend payment, calculated after giving
effect to such Dividend payment.


 


89

















 


Section 7.7                                      Financial Statements of FreedomRoads. 
Within ten (10) days after receipt thereof by Camping World, but in
any event no later than sixty (60) days following the end of each fiscal
quarter, the balance sheet of the FreedomRoads as at the end of such fiscal
quarter, and the related statement of income and retained earnings and related
statement of cash flows for such fiscal quarter and for the fiscal year to date
period (starting with the Agreement Date) ended with the last day of such
fiscal quarter, and within ten (10) days after receipt thereof by Camping
World, but in any event no later than one hundred fifty (150) days the end of
each fiscal year of Camping World starting with the fiscal year ending in December of
2009, the audited balance sheet of FreedomRoads as at the end of such period
and the related audited statements of income and retained earnings and related
audited statements of cash flows for such period.


 


ARTICLE
8.


 


NEGATIVE
COVENANTS


 


Until the earlier of the date the Obligations are
repaid in full or the date Borrowers no longer have a right to borrow, or have
Letters of Credit issued, hereunder (whether or not the conditions to borrowing
have been or can be fulfilled) and unless the Majority Lenders shall otherwise
give their prior consent in writing:


 


Section 8.1                                      Funded Debt. 
No Borrower Party will, or will permit any of its Subsidiaries to,
create, assume, incur, or otherwise become or remain obligated in respect of,
or permit to be outstanding, any Funded Debt except:


 


(a)                                  Funded Debt under this Agreement and the
other Loan Documents and the Bank Products Documents;


 


(b)                                 The AGI Credit Agreement Debt, so long as
all Liens on the assets of the Borrower Parties securing such Indebtedness are
subject to the Intercreditor Agreement;


 


(c)                                  The Funded Debt existing on the Agreement
Date and described on Schedule 8.1;


 


(d)                                 Funded Debt of a Borrower or any
Subsidiary of a Borrower that is secured by Permitted Liens described in clause
(f) of the definition of Permitted Liens (including Capitalized Lease
Obligations) not to exceed the aggregate principal amount of $250,000 at any
time;


 


(e)                                  Guaranties permitted by Section 8.2;


 


(f)                                    Unsecured Funded Debt of any Borrower
Party owed to another Borrower Party; and


 


(g)                                 Obligations under Hedge Agreements not
entered into for speculative purposes and otherwise approved by the
Administrative Agent;


 


Section 8.2                                      Guaranties.  No Borrower
Party will, or will permit any Subsidiary of a Borrower Party to, at any time
guarantee or enter into or assume any Guaranty, or be obligated 


 


90

















 


with respect to, or permit
to be outstanding, any Guaranty, other than (a) guaranties of the
Obligations, (b) guaranties by any Borrower Party of obligations under
agreements of any other Borrower Party entered into in connection with the
acquisition of services, supplies, and equipment in the ordinary course of
business of such Borrower Party, (c) endorsements of instruments in the
ordinary course of business, (d) guaranties by any Borrower Party of any
obligation of any other Borrower Party and (e) unsecured guaranties by the
Borrower Parties of the AGI Bonds.


 


Section 8.3                                      Liens.  No Borrower
Party will, or will permit any Subsidiary of a Borrower Party to, create,
assume, incur, or permit to exist or to be created, assumed, or permitted to
exist, directly or indirectly, any Lien on any of its property, real or
personal, now owned or hereafter acquired, except for Permitted Liens.


 


Section 8.4                                      Restricted Payments and Purchases. 
No Borrower Party shall, or shall permit any Subsidiary of a Borrower
Party to, directly or indirectly declare or make any Restricted Payment or
Restricted Purchase, or set aside any funds for any such purpose, other than
Dividends on common stock which accrue (but are not paid in cash) or are paid
in kind or Dividends on preferred stock which accrue (but are not paid in cash)
or are paid in kind; provided, however, that a Borrower’s
Subsidiaries may make Restricted Payments to such Borrower or a wholly owned
Domestic Subsidiary of such Borrower that is a Borrower Party.


 


Section 8.5                                      Investments. 
No Borrower Party will, or will permit any Subsidiary of a Borrower
Party to, make Investments, except that: 
(a) any Borrower may purchase or otherwise acquire and own and may
permit any of its Subsidiaries to purchase or otherwise acquire and own Cash
Equivalents; (b) any Borrower may hold the Investments in existence on the
Agreement Date and described on Schedule 5.1(c)-2; (c) so long as
no Default exists, any Borrower may convert any of its Accounts that are in
excess of ninety (90) days past due into notes or Equity Interests from the
applicable Account Debtor so long as the Administrative Agent, for the benefit
of the Lender Group, is granted a first priority security interest in such
Equity Interests or notes which Lien is perfected contemporaneously with the conversion
of such Account to Equity Interests or notes; (d) the Borrower Parties and
their Subsidiaries may hold the Equity Interests of their respective
Subsidiaries in existence as of the Agreement Date; (e) without limiting Section 8.2,
any Borrower Party may make Investments in any other Borrower Party; (f) the
Borrower Parties and their Subsidiaries may make loans to employees in an
aggregate amount not to exceed $50,000 at any time outstanding; (g) the
Borrower Parties may hold Investments arising out of Hedge Agreements not
entered into for speculative purposes and  otherwise
approved by the Administrative Agent; and (h) Borrowers may enter into the
Letter of Credit Reimbursement Agreement with AGI.


 


Section 8.6                                      Affiliate Transactions. 
No Borrower Party shall, or shall permit any Subsidiary of a Borrower
Party to, enter into or be a party to any agreement or transaction with any
Affiliate except (a) as described on Schedule 8.6, (b) as
permitted by Section 8.4 or 8.5 or (c) in the ordinary
course of and pursuant to the reasonable requirements of the applicable
Borrower Party’s or Subsidiary’s business and upon fair and reasonable terms
that are no less favorable to such Borrower Party or such Subsidiary than it
would obtain in a comparable arms length transaction with a Person not an
Affiliate of such Borrower Party or such 


 


91

















 


Subsidiary, and otherwise
on terms consistent with the business relationship of such Borrower Party or
such Subsidiary and such Affiliate prior to the Agreement Date, if any, and
fully disclosed to the Administrative Agent.


 


Section 8.7                                      Liquidation; Change in Ownership, Name,
or Year; Disposition or Acquisition of Assets; Etc. 
No Borrower Party shall, or shall permit any Subsidiary to, at any time:


 


(a)                                  Liquidate or dissolve itself (or suffer
any liquidation or dissolution) or otherwise wind up its business, except that
any Subsidiary of a Borrower may liquidate or dissolve itself in accordance
with Applicable Law;


 


(b)                                 Sell, lease, abandon, transfer or
otherwise dispose of, in a single transaction or a series of related
transactions, any assets, property or business, except for (i) the sale of
Inventory in the ordinary course of business at the fair market value thereof
and for cash or cash equivalents, (ii) physical assets used or consumed in
the ordinary course of business, (iii) the sale or other disposal of
obsolete equipment with a sale value not greater than $100,000 in the aggregate
for all such assets that may be sold during any year if the purchase price
therefor is paid solely in cash and (iv) bulk sales or other sales,
transfers, abandonment or dispositions of Inventory and equipment of a Borrower
Party or a Subsidiary of a Borrower Party not in the ordinary course of business
in connection with store closings, so long as during any fiscal year of Camping
World not more than four (4) of the Borrower Parties’ existing stores are
closed in any fiscal year;


 


(c)                                  Become a partner or joint venturer with
any third party after the Agreement Date;


 


(d)                                 Acquire (i) any Person, (ii) all
or any substantial part of the assets, property or business of a Person, or (iii) any
assets that constitute a division or operating unit of the business of any
Person;


 


(e)                                  Merge or consolidate with any other
Person; provided, however, that (i) any Guarantor may merge
into a Borrower so long as such Borrower is the surviving entity after such
merger and (ii) any Guarantor may merge into any other Guarantor so long
as a Guarantor is the surviving entity after such merger;


 


(f)                                    Change its
legal name, state of incorporation or formation or structure without giving the
Administrative Agent at least thirty (30) days prior written notice of its
intention to do so and complying with all reasonable requirements of the
Lenders in regard thereto;


 


(g)                                 Change its year-end for accounting
purposes from its 4/4/5 fiscal year;


 


(h)                                 Acquire any real estate;


 


(i)                                     Create any Subsidiary; or


 


92

















 


(j)                                     Engage in any business other than the
type of business in which such Borrower Parties and their Subsidiaries are
engaged in on the Agreement Date and reasonable extensions thereof and
activities incidental thereto.


 


Section 8.8                                      Minimum EBITDA.


 


(a)                                  Minimum EBITDA.  The Borrower
Parties shall not permit EBITDA to be less than the amount specified below as
of the last day of each fiscal month so specified for the immediately preceding
twelve (12) month period then ended:


 


	
  Month
  Ending

  	
   

  	
  Minimum EBITDA

  	
   

  
	
  March 31,
  2010

  	
   

  	
  $

  	
  8,000,000

  	
   

  
	
  April 30,
  2010

  	
   

  	
  $

  	
  8,000,000

  	
   

  
	
  May 31,
  2010

  	
   

  	
  $

  	
  8,000,000

  	
   

  
	
  June 30,
  2010

  	
   

  	
  $

  	
  8,000,000

  	
   

  
	
  July 31,
  2010

  	
   

  	
  $

  	
  8,000,000

  	
   

  
	
  August 31,
  2010

  	
   

  	
  $

  	
  8,000,000

  	
   

  
	
  September 30,
  2010

  	
   

  	
  $

  	
  8,000,000

  	
   

  
	
  October 31,
  2010

  	
   

  	
  $

  	
  8,000,000

  	
   

  
	
  November 30,
  2010

  	
   

  	
  $

  	
  8,000,000

  	
   

  
	
  December 31,
  2010

  	
   

  	
  $

  	
  8,000,000

  	
   

  
	
  January 31,
  2011

  	
   

  	
  $

  	
  9,000,000

  	
   

  
	
  February 28,
  2011

  	
   

  	
  $

  	
  9,000,000

  	
   

  
	
  March 31,
  2011

  	
   

  	
  $

  	
  9,000,000

  	
   

  
	
  April 30,
  2011

  	
   

  	
  $

  	
  9,000,000

  	
   

  
	
  May 31,
  2011

  	
   

  	
  $

  	
  9,000,000

  	
   

  
	
  June 30,
  2011

  	
   

  	
  $

  	
  9,000,000

  	
   

  
	
  July 31,
  2011

  	
   

  	
  $

  	
  9,000,000

  	
   

  
	
  August 31,
  2011

  	
   

  	
  $

  	
  9,000,000

  	
   

  
	
  September 30,
  201

  	
   

  	
  $

  	
  9,000,000

  	
   

  
	
  October 31,
  2011

  	
   

  	
  $

  	
  9,000,000

  	
   

  
	
  November 30,
  2011

  	
   

  	
  $

  	
  9,000,000

  	
   

  
	
  December 31,
  2011

  	
   

  	
  $

  	
  9,000,000

  	
   

  
	
  January 31,
  2012

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  February 29,
  2012

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  March 31,
  2012

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  April 30,
  2012

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  May 31,
  2012

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  June 30,
  2012

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  July 31,
  2012

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  August 31,
  2012

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  September 30,
  2012

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  October 31,
  2012

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  November 30,
  2012

  	
   

  	
  $

  	
  10,000,000

  	
   

  



 


93

















 


	
  December 31,
  2012 and each fiscal month thereafter

  	
   

  	
  $

  	
  10,000,000

  	
   

  



 


(b)                                 [Intentionally omitted].


 


(c)                                  Right to Cure Financial Covenants. 
Notwithstanding anything to the contrary contained in Section 9.1,
in the event that the Borrower Parties fail to comply with the Financial
Covenants (other than the financial covenant provided in Section 8.9),
until the fifth Business Day subsequent to delivery of the related Compliance
Certificate, Camping World may request that any cash common equity contribution
made to Camping World by the holders of its Equity Interests in the past thirty
(30) days in an aggregate amount not to exceed the lesser of (i) the
amount required for purposes of complying with the Financial Covenants and (ii) $1,000,000,
be included in the calculation of EBITDA for such fiscal month and eleven (11)
consecutive subsequent fiscal months (the ability of Camping World to make such
request, the “Cure Right”, and such cash common equity contribution
amount received by Company, the “Cure Amount”, and such twelve (12)
month period, the “Cure Period”). 
The Cure Right (i) may be exercised on no more than two (2) occasions
in the aggregate since the Agreement Date and (ii) having been exercised
once, may only be exercised a second time if at least six (6) consecutive
fiscal months have passed.  Pursuant to
the exercise by Camping World of such Cure Right, the Financial Covenants and
the calculations for purposes of Section 8.4 (but not the relevant
ratio as it relates to any other covenant) shall be recalculated giving effect
to the following pro forma adjustments:


 


(i)                                     EBITDA shall be increased for such
period, in accordance with the definition thereof, solely for the purpose of
measuring the Financial Covenants and the calculations for purposes of Section 8.4
for the previous fiscal month and the subsequent eleven (11) fiscal months and
not for any other purpose under this Agreement, by an amount equal to the Cure
Amount; and


 


(ii)                                  if, after giving effect to the foregoing
recalculations, Borrowers shall then be in compliance with the Financial
Covenants and the calculations for purposes of Section 8.4,
Borrowers shall be deemed to have satisfied the requirements of the Financial
Covenants and the calculations for purposes of Section 8.4 as of
the relevant date of determination with the same effect as though there had
been no failure to comply therewith at such date, and the applicable breach or
default of the Financial Covenants which had occurred shall be deemed cured for
all purposes of the Agreement.


 


Section 8.9                                      Capital Expenditures. 
The Borrower Parties and their Subsidiaries shall not make or incur in
the aggregate any Capital Expenditures in excess of $4,000,000 in any fiscal
year.


 


Section 8.10                                Limitation on New Stores. 
The Borrower Parties shall not, and shall not permit their Subsidiaries
to, open more than four (4) new stores during any fiscal year.


 


Section 8.11                                Sales and Leasebacks. 
No Borrower Party shall, or shall permit any Subsidiary of a Borrower
Party to, enter into any arrangement, directly or indirectly, with any third
party whereby such Borrower Party or such Subsidiary, as applicable, shall sell
or transfer 


 


94

















 


any property, real or
personal, whether now owned or hereafter acquired, and whereby such Borrower
Party or such Subsidiary, as applicable, shall then or thereafter rent or lease
as lessee such property or any part thereof or other property which such
Borrower Party or such Subsidiary intends to use for substantially the same
purpose or purposes as the property sold or transferred.


 


Section 8.12                                Amendment and Waiver. 
No Borrower Party shall, or shall permit any Subsidiary of a Borrower
Party to, (a) enter into any amendment of, or agree to or accept any
waiver, which would adversely affect the rights of such Borrower Party or such
Subsidiary, applicable, or any member of the Lender Group, of its articles or
certificate of incorporation or formation and by-laws, partnership agreement or
other governing documents or (b) permit any Material Contract to be
cancelled or terminated prior to its stated maturity if such cancellation or
termination could reasonably be likely to result in a Materially Adverse
Effect.


 


Section 8.13                                ERISA Liability. 
No Borrower Party shall fail to meet all of the applicable minimum
funding requirements of ERISA and the Code, without regard to any waivers
thereof, and, to the extent that the assets of any of their Plans would be less
(by $250,000 or more) than an amount sufficient to provide all accrued benefits
payable under such Plans, the Borrower Parties shall make the maximum
deductible contributions allowable under the Code (based on Borrowers’ current
actuarial assumptions).  No Borrower
Party shall, or shall cause or permit any ERISA Affiliate to, (a) cause or
permit to occur any event that could result in the imposition of a Lien under Section 412
of the Code or Section 302 or 4068 of ERISA, or (b) cause or permit
to occur an ERISA Event to the extent such ERISA Event could reasonably be
expected to have a Materially Adverse Effect.


 


Section 8.14                                Prepayments. 
No Borrower Party shall, or shall permit any Subsidiary of a Borrower
Party to, prepay, redeem, defease or purchase in any manner, or deposit or set
aside funds for the purpose of any of the foregoing, make any payment in
respect of principal of, or make any payment in respect of interest on, any
Funded Debt, except any Borrower may (i) make regularly scheduled payments
of principal or interest required in accordance with the terms of the
instruments governing any Funded Debt permitted hereunder, and (ii) make
payments, including prepayments permitted or required hereunder, with respect
to the Obligations.


 


Section 8.15                                Negative Pledge. 
No Borrower Party shall, or shall permit any Subsidiary of any Borrower
Party to, directly or indirectly, enter into any agreement (other than the Loan
Documents) with any Person that prohibits or restricts or limits the ability of
any Borrower Party or any such Subsidiary to create, incur, pledge, or suffer
to exist any Lien upon any of its respective assets, or restricts the ability
of any Subsidiary of a Borrower to pay Dividends to such Borrower.


 


Section 8.16                                Inconsistent Agreements. 
No Borrower Party shall, or shall permit any Subsidiary of any Borrower
Party to, enter into any contract or agreement which would violate the terms
hereof, any other Loan Document or any Bank Products Document.


 


Section 8.17                                AGI Credit Documents. 
Amend, replace, refinance, refund, restructure, supplement, modify,
extend or otherwise modify the AGI Credit Agreement Loan Documents, or any of
them, in effect on the Agreement Date to contravene the provisions of the
Intercreditor


 


95






 












 


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 Intercreditor Agreement.


 


Section 8.18                                Restrictions on CWFR.


 


(a)                                  The Borrowers 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 Majority 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, and such distribution, Liquidation Payment or other payment
shall be distributed by the Borrower Parties to AGI.


 


ARTICLE
9.


 


DEFAULT


 


Section 9.1                                      Events of Default. 
Each of the following shall constitute an Event of Default, whatever the
reason for such event and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment or order of any court
or any order, rule, or regulation of any governmental or non-governmental body:


 


(a)                                  Any representation, warranty, certification
or statement of fact made under this Agreement, any other Loan Document or any
Bank Products Document shall prove incorrect or misleading in any material
respect (unless such representation, warranty, certification or statement of
fact is qualified as to materiality, in which case such representation,
warranty, certification or statement of fact shall at any time prove to have
been incorrect or misleading in any respect) when made or deemed to have been
made pursuant to Section 5.4;


 


(b)                                 Any payment of any principal or interest
hereunder, or any reimbursement obligations with respect to any Letter of
Credit (including obligations of AGI under the Letter of Credit Reimbursement
Agreement), or any fees payable hereunder or under the other Loan Documents
shall not be received by the Administrative Agent on the date such payment is
due;


 


(c)                                  Any Borrower Party shall default in the
performance or observance of any agreement or covenant contained in Section 2.12,
6.1, 6.5, 6.6, 6.7, 6.10, 6.12
or 6.15  or in Article 7
or Article 8 or in any Security Document;


 


(d)                                 Any Borrower Party shall default in the
performance or observance of any other agreement or covenant contained in this
Agreement not specifically referred to elsewhere 


 


96

















 


in this Section 9.1,
and such default, if curable, shall not be cured to the Majority Lenders’
satisfaction within the earlier of (i) a period of ten (10) days from
the date that such Borrower Party knew or should have known of the occurrence
of such default, or (ii) a period of ten (10) days after written
notice of such default is given to such Borrower Party;


 


(e)                                  There shall occur any default in the
performance or observance of any agreement or covenant contained in any of the
other Loan Documents or in the Bank Products Documents (other than this
Agreement or the Security Documents or as otherwise provided in this Section 9.1)
which shall not be cured to the Majority Lenders’ satisfaction within the
applicable cure period, if any, provided for in such Loan Document or Bank
Products Document;


 


(f)                                    There shall occur any Change in Control;


 


(g)                                 (i) There shall be entered a decree
or order for relief in respect of any Borrower Party or any Subsidiary of a
Borrower Party under the Bankruptcy Code, or any other applicable federal or
state bankruptcy law or other similar law, or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator, or similar official of
any Borrower Party or any Subsidiary of a Borrower Party or of any substantial
part of its properties, or ordering the winding-up or liquidation of the
affairs of any Borrower Party or any Subsidiary of a Borrower Party, or (ii) an
involuntary petition shall be filed against any Borrower Party or any Subsidiary
of a Borrower Party and a temporary stay entered and (A) such petition and
stay shall not be diligently contested, or (B) any such petition and stay
shall continue undismissed for a period of forty-five (45) consecutive days;


 


(h)                                 AGI, any Borrower Party or any Subsidiary
of a Borrower Party shall commence an Insolvency Proceeding or AGI, any
Borrower Party or any Subsidiary of a Borrower Party shall consent to the
institution of an Insolvency Proceeding or to the appointment or taking of
possession of a receiver, liquidator, assignee, trustee, custodian,
sequestrator, or other similar official of AGI or such Borrower Party or any
Subsidiary of a Borrower Party or of any substantial part of its properties, or
AGI, any Borrower Party or any Subsidiary of a Borrower Party shall fail
generally to pay its debts as they become due, or AGI, any Borrower Party or
any Subsidiary of a Borrower Party shall take any action in furtherance of any
such action;


 


(i)                                     A final judgment (other than a money
judgment or judgments fully covered (except for customary deductibles or
copayments not to exceed $250,000 in the aggregate) by insurance as to which
the insurance company has acknowledged coverage) shall be entered by any court
against any Borrower Party or any Subsidiary of any Borrower Party for the
payment of money which exceeds, together with all such other judgments of the
Borrower Parties and their Subsidiaries, $250,000 in the aggregate, or a
warrant of attachment or execution or similar process shall be issued or levied
against property of any Borrower Party or any Subsidiary of a Borrower Party
pursuant to a final judgment which, together with all other such property of
the Borrower Parties and their Subsidiaries subject to other such process,
exceeds in value $250,000 in the aggregate, and if, within thirty (30) days
after the entry, issue, or levy thereof, such judgment, warrant, or process
shall not have been paid or discharged or stayed pending appeal, or if, after
the expiration of any such stay, such judgment, warrant, or process shall not
have been paid or discharged;


 


97

















 


(j)                                     There shall be at any time any “accumulated
funding deficiency”, as defined in ERISA or in Section 412 of the Code,
with respect to any Plan maintained by any Borrower Party or any ERISA
Affiliate of a Borrower Party, or to which any Borrower Party or any of its
ERISA Affiliates has any liabilities, or any trust created thereunder; or a
trustee shall be appointed by a United States District Court to administer any
such Plan; or the PBGC shall institute proceedings to terminate any such Plan;
or any Borrower Party or any ERISA Affiliate of any Borrower Party shall incur
any liability to the PBGC in connection with the termination of any such Plan;
or any Plan or trust created under any Plan of any Borrower Party or any ERISA
Affiliate of any Borrower Party shall engage in a non-exempt “prohibited
transaction” (as such term is defined in Section 406 of ERISA or Section 4975
of the Code) which would subject any such Plan, any trust created thereunder,
any trustee or administrator thereof, or any party dealing with any such Plan
or trust to any material tax or penalty on “prohibited transactions” imposed by
Section 502 of ERISA or Section 4975 of the Code; or any Borrower
Party or any ERISA Affiliate of any Borrower Party shall enter into or become
obligated to contribute to a Multiemployer Plan; or there shall be at any time
a Lien imposed against the assets of a Borrower Party or ERISA Affiliate under
Code Section 412, or ERISA Sections 302 or 4068; or there shall occur at
any time an ERISA Event to the extent such ERISA Event could reasonably be
expected to result in an aggregate liability greater than $250,000 or otherwise
have a Materially Adverse Effect;


 


(k)                                  (i) There shall occur any default
(after the expiration of any applicable cure period) under any indenture,
agreement, or instrument evidencing Funded Debt of any Borrower Party or any
Subsidiary of a Borrower Party in an aggregate principal amount exceeding
$250,000 (determined singly or in the aggregate with other Funded Debt), or (ii) there
shall occur any default under any Hedge Agreement (after the expiration of any
applicable cure period set forth therein);


 


(l)                                     (i) There shall occur any default
(after the expiration of any applicable cure period) under any AGI Credit
Document, including any “Event of Default” as such term is defined in the AGI
Credit Agreement, or (ii) any Borrower Party or an Affiliate thereof,
including AGI, shall fail to observe or perform any covenant, condition or
other agreement relating to any AGI Credit Document, the effect of which is to
cause, or permit any AGI Credit Agreement Lender or the AGI Credit Agreement
Agent, with or without any require notice, to demand all AGI Credit Agreement
Debt be paid, become due or to be repurchased, prepaid, defeased or redeemed
(automatically or otherwise);


 


(m)                               Any of Marcus Lemonis, Kenneth Marshall
and Brent Moody  ceases to be holding the office
or position with Camping World or any other Borrower Party held by such Person
on the Agreement Date, and such Person is not replaced by a Person reasonably
acceptable to the Administrative Agent within 90 days of such cessation;


 


(n)                                 Permitted Holder ceases to directly or
indirectly own and control more than fifty percent (50%) of the outstanding
Equity Interests of FreedomRoads; provided, however, that the
occurrence of such event as a result of the death of Permitted Holder shall not
be considered an Event of Default during the time JPMorgan Chase & Co.
controls, as trustee for the estate of Permitted Holder, more than fifty
percent (50%) of the outstanding Equity Interests of FreedomRoads;


 


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(o)                                 All or any portion of the Deferred Tax
Liabilities shall become due and payable by CWI or any other Borrower Party,
and CWI or such Borrower Party uses operating funds or the proceeds of a Loan
to fund any such payment; or


 


(p)                                 All or any
portion of any Loan Document or any Bank Products Document shall at any time
and for any reason be declared to be unenforceable, null or void, or a
proceeding shall be commenced by any Borrower Party, any Subsidiary of a
Borrower Party or any Affiliate thereof, by any Governmental Authority having
jurisdiction over any Borrower Party, any Subsidiary of a Borrower Party or any
Affiliate thereof, or by any party to such Loan Document or Bank Products
Document (other than a member of the Lender Group) seeking to establish the
invalidity or unenforceability thereof (exclusive of questions of
interpretation of any provision thereof), or any Borrower Party, any Subsidiary
of a Borrower Party or any Affiliate thereof shall deny that it has any
liability or obligation for the payment of any Obligation purported to be
created under any Loan Document or any Bank Products Document, or any Administrative Agent Hedge
Agreement shall be terminated as a result of a default or event of default by
any Borrower Party or revoked.


 


Section 9.2                                      Remedies.  If an Event
of Default shall have occurred and shall be continuing, in addition to the
rights and remedies set forth elsewhere in this Agreement, the other Loan
Documents and the Bank Products Documents:


 


(a)                                  With the exception of an Event of Default
specified in Section 9.1(g) or 9.1(h), the
Administrative Agent may in its discretion (unless otherwise instructed by the
Majority Lenders) or shall at the direction of the Majority Lenders, (i) terminate
the Revolving Loan Commitment and the Letter of Credit Commitment, or (ii) declare
the principal of and interest on the Loans and all other Obligations (other
than any Obligations existing from time to time of any Borrower Party to the
Administrative Agent (or an Affiliate of the Administrative Agent) arising in
connection with any Bank Products Documents) to be forthwith due and payable
without presentment, demand, protest, or notice of any kind, all of which are
hereby expressly waived, anything in this Agreement or in any other Loan
Document to the contrary notwithstanding, or both.


 


(b)                                 Upon the occurrence and continuance of an
Event of Default specified in Section 9.1(g) or 9.1(h),
such principal, interest, and other Obligations (other than any Obligations
existing from time to time of any Borrower Party to the Administrative Agent
(or an Affiliate of the Administrative Agent) arising in connection with any
Bank Products Documents) shall thereupon and concurrently therewith become due
and payable, and the Revolving Loan Commitment and the Letter of Credit
Commitment, shall forthwith terminate, all without any action by the Lender
Group, or any of them and without presentment, demand, protest, or other notice
of any kind, all of which are expressly waived, anything in this Agreement or
in any other Loan Document to the contrary notwithstanding.


 


(c)                                  The Administrative Agent may in its
discretion (unless otherwise instructed by the Majority Lenders) or shall at
the direction of the Majority Lenders exercise all of the post-default rights
granted to the Lender Group, or any of them, under the Loan Documents or under
Applicable Law.  The Administrative
Agent, for the benefit of the Lender Group, shall have the right to the
appointment of a receiver for the Property of the Borrower 


 


99

















 


Parties, and the Borrower
Parties hereby consent to such rights and such appointment and hereby waive any
objection the Borrower Parties may have thereto or the right to have a bond or
other security posted by the Lender Group, or any of them, in connection therewith.


 


(d)                                 In regard to all Letters of Credit with
respect to which presentment for honor shall not have occurred at the time of
any acceleration of the Obligations pursuant to the provisions of this Section 9.2
or, upon the request of the Administrative Agent, after the occurrence of an
Event of Default and prior to acceleration, Borrowers shall promptly upon
demand by the Administrative Agent deposit in a Letter of Credit Reserve
Account opened by the Administrative Agent for the benefit of the Lender Group
an amount equal to one hundred five percent (105%) of the aggregate then
undrawn and unexpired amount of such Letter of Credit Obligations.  Amounts held in such Letter of Credit Reserve
Account shall be applied by the Administrative Agent to the payment of drafts
drawn under such Letters of Credit, and the unused portion thereof after such
Letters of Credit shall have expired or been fully drawn upon, if any, shall be
applied to repay other Obligations in the manner set forth in Section 2.11.  Pending the application of such deposit to
the payment of the Reimbursement Obligations, the Administrative Agent shall,
to the extent reasonably practicable, invest such deposit in an interest
bearing open account or similar available savings deposit account and all
interest accrued thereon shall be held with such deposit as additional security
for the Obligations.  After all such
Letters of Credit shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied, and all other Obligations
shall have been paid in full, the balance, if any, in such Letter of Credit
Reserve Account shall be returned to Borrowers. 
Except as expressly provided hereinabove, presentment, demand, protest
and all other notices of any kind are hereby expressly waived by Borrowers.


 


(e)                                  The rights and remedies of the Lender
Group hereunder shall be cumulative, and not exclusive.


 


ARTICLE
10.


 


THE
ADMINISTRATIVE AGENT


 


Section 10.1                                Appointment and Authorization. 
Each member of the Lender Group hereby irrevocably appoints and
authorizes, and hereby agrees that it will require any transferee of any of its
interest in this Agreement and the other Loan Documents and its Loans, its
portion of the Revolving Loan Commitment and, if applicable, the Letter of Credit
Commitment irrevocably to appoint and authorize, the Administrative Agent to
take such actions as its agent on its behalf and to exercise such powers
hereunder and under the other Loan Documents as are delegated by the terms
hereof and thereof, together with such powers as are reasonably incidental
thereto.  Without limiting the foregoing,
each member of the Lender Group hereby authorizes the Administrative Agent to
execute and deliver each Loan Document to which the Administrative Agent is, or
is required to be, a party.  Neither the
Administrative Agent nor any of its directors, officers, employees, or agents
shall be liable for any action taken or omitted to be taken by it hereunder or
in connection herewith, except for its own gross negligence or willful
misconduct as determined by a final non-appealable order of a court of
competent jurisdiction.


 


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Section 10.2                                Interest Holders. 
The Administrative Agent may treat each Lender, or the Person designated
in the last notice filed with the Administrative Agent under this Section 10.2,
as the holder of all of the interests of such Lender in this Agreement and the
other Loan Documents, its Loans and its portion of the Revolving Loan
Commitment until written notice of transfer, signed by such Lender (or the
Person designated in the last notice filed with the Administrative Agent) and
by the Person designated in such written notice of transfer, in form and
substance satisfactory to the Administrative Agent, shall have been filed with
the Administrative Agent.


 


Section 10.3                                Consultation with Counsel. 
The Administrative Agent may consult with legal counsel selected by it
and shall not be liable to any Lender or the Issuing Bank for any action taken
or suffered by it in good faith in reliance on the advice of such counsel.


 


Section 10.4                                Documents.  The
Administrative Agent shall not be under any duty to examine, inquire into, or
pass upon the validity, effectiveness, or genuineness of this Agreement, any
other Loan Document, or any instrument, document, or communication furnished
pursuant hereto or in connection herewith, and the Administrative Agent shall
be entitled to assume that they are valid, effective, and genuine, have been
signed or sent by the proper parties, and are what they purport to be.


 


Section 10.5                                Administrative Agent and Affiliates. 
With respect to the Revolving Loan Commitment and the Loans, the
Administrative Agent shall have the same rights and powers hereunder as any
other Lender, and the Administrative Agent and its Affiliates may accept
deposits from, lend money to, and generally engage in any kind of business with
the Borrower Parties or any Affiliates of, or Persons doing business with, the
Borrower Parties, as if it were not the Administrative Agent or affiliated with
the Administrative Agent and without any obligation to account therefor.  The Lenders and the Issuing Bank acknowledge
that the Administrative Agent and its Affiliates have other lending and
investment relationships with the Borrower Parties and their Affiliates and in
the future may enter into additional such relationships.


 


Section 10.6                                Responsibility of the Administrative
Agent.  Notwithstanding any provision to the contrary
contained elsewhere in this Agreement or in any other Loan Document, the
Administrative Agent shall not have any duties or responsibilities, except
those expressly set forth herein, nor shall the Administrative Agent have or be
deemed to have any fiduciary relationship with any other member of the Lender Group,
and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Administrative Agent.  Without limiting the generality of the foregoing
sentence, the use of the term “agent” in this Agreement with reference to the
Administrative Agent is not intended to connote any fiduciary or other implied
(or express) obligations arising under agency doctrine of any Applicable
Law.  Instead, such term is used merely
as a matter of market custom, and is intended to create or reflect only an
administrative relationship between independent contracting parties.  The Administrative Agent shall be entitled to
assume that no Default exists unless it has actual knowledge, or has been
notified by the any Borrower Party, of such fact, or has been notified by a
Lender that such Lender considers that a Default exists, and such Lender shall
specify in detail the nature thereof in writing.  The Administrative Agent shall provide each
Lender with copies of such documents received from any Borrower Party as such
Lender may reasonably request.


 


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Section 10.7                                Action by Administrative Agent.


 


(a)                                  The Administrative Agent shall be
entitled to use its discretion with respect to exercising or refraining from
exercising any rights which may be vested in it by, and with respect to taking
or refraining from taking any action or actions which it may be able to take
under or in respect of, this Agreement, unless the Administrative Agent shall
have been instructed by the Majority Lenders to exercise or refrain from
exercising such rights or to take or refrain from taking such action.  The Administrative Agent shall incur no
liability under or in respect of this Agreement with respect to anything which
it may do or refrain from doing in the reasonable exercise of its judgment or
which may seem to it to be necessary or desirable in the circumstances.


 


(b)                                 The Administrative Agent shall not be
liable to the Lenders and the Issuing Bank, or any of them, in acting or
refraining from acting under this Agreement or any other Loan Document in
accordance with the instructions of the Majority Lenders (or all Lenders if
expressly required by Section 11.12), and any action taken or
failure to act pursuant to such instructions shall be binding on all Lenders
and the Issuing Bank.


 


Section 10.8                                Notice of Default. 
In the event that any member of the Lender Group shall acquire actual
knowledge, or shall have been notified in writing, of any Default, such member
of the Lender Group shall promptly notify the other members of the Lender
Group, and the Administrative Agent shall take such action and assert such
rights under this Agreement as the Majority Lenders shall request in writing,
and the Administrative Agent shall not be subject to any liability by reason of
its acting pursuant to any such request. 
If the Majority Lenders shall fail to request the Administrative Agent
to take action or to assert rights under this Agreement in respect of any
Default after their receipt of the notice of any Default from a member of the
Lender Group, or shall request inconsistent action with respect to such
Default, the Administrative Agent may, but shall not be required to, take such
action and assert such rights (other than rights under Article 9)
as it deems in its discretion to be advisable for the protection of the Lender
Group, except that, if the Majority Lenders have instructed the Administrative
Agent not to take such action or assert such right, in no event shall the
Administrative Agent act contrary to such instructions.


 


Section 10.9                                Responsibility Disclaimed. 
The Administrative Agent shall not be under any liability or
responsibility whatsoever as Administrative Agent:


 


(a)                                  To any Borrower Party or any other Person
or entity as a consequence of any failure or delay in performance by or any
breach by, any member of the Lender Group of any of its obligations under this
Agreement;


 


(b)                                 To any Lender Group, or any of them, as a
consequence of any failure or delay in performance by, or any breach by, any
Borrower Party or any other obligor of any of its obligations under this
Agreement or any other Loan Document; or


 


(c)                                  To any Lender Group, or any of them, for
any statements, representations, or warranties in this Agreement, or any other
document contemplated by this Agreement or any information provided pursuant to
this Agreement, any other Loan Document, or any other 


 


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document contemplated by
this Agreement, or for the validity, effectiveness, enforceability, or
sufficiency of this Agreement, any other Loan Document, or any other document
contemplated by this Agreement.


 


Section 10.10                          Indemnification. 
The Lenders agree to indemnify (to the extent not reimbursed by
Borrowers) and hold harmless the Administrative Agent and each of its
employees, representatives, officers and directors (each, an “Administrative
Agent Indemnified Person”) pro rata in accordance with their Aggregate
Commitment Ratios from and against any and all claims, liabilities,
investigations, losses, damages, actions, demands, penalties, judgments, suits,
investigations, costs, expenses (including fees and expenses of experts,
agents, consultants and counsel) and disbursements, in each case, of any kind
or nature (whether or not an Administrative Agent Indemnified Person is a party
to any such action, suit or investigation) whatsoever which may be imposed on,
incurred by, or asserted against an Administrative Agent Indemnified Person
resulting from any breach or alleged breach by the Borrower Parties, or any of
them, of any representation or warranty made hereunder, or otherwise in any way
relating to or arising out of the Revolving Loan Commitment, the Loans, the
Letters of Credit, this Agreement, the other Loan Documents or any other
document contemplated by this Agreement or any action taken or omitted by the
Administrative Agent under this Agreement, any other Loan Document, or any
other document contemplated by this Agreement (other than Bank Products
Documents), the making, administration or enforcement of the Loan Documents and
the Loans or any transaction contemplated hereby or any related matters unless,
with respect to any of the above, such Administrative Agent Indemnified Person
is determined by a final non-appealable judgment of a court of competent
jurisdiction to have acted or failed to act with gross negligence or willful
misconduct.  This Section 10.10
is for the benefit of each Administrative Agent Indemnified Person and shall
not in any way limit the obligations of the Borrower Parties under Section 6.18.  The provisions of this Section 10.10
shall survive the termination of this Agreement.


 


Section 10.11                          Credit Decision. 
Each member of the Lender Group represents and warrants to each other
member of the Lender Group that:


 


(a)                                  In making its decision to enter into this
Agreement and to make its Advances it has independently taken whatever steps it
considers necessary to evaluate the financial condition and affairs of the
Borrower Parties and that it has made an independent credit judgment, and that
it has not relied upon information provided by the Administrative Agent;


 


(b)                                 So long as any portion of the Obligations
remains outstanding, it will continue to make its own independent evaluation of
the financial condition and affairs of the Borrower Parties; and


 


(c)                                  Except for notices, reports and other
documents expressly herein required to be furnished to the Lenders by the
Administrative Agent, the Administrative Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, prospects, operations, property, financial and other
condition or creditworthiness of the Borrower Parties which may come into the
possession of any of the Administrative Agent or any Affiliates of the
Administrative Agent.


 


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Section 10.12                          Successor Administrative Agent. 
Subject to the appointment and acceptance of a successor Administrative
Agent as provided below, the Administrative Agent may resign at any time by
giving written notice thereof to the Lenders and Borrowers.  Upon any such resignation, the Majority
Lenders shall have the right to appoint a successor Administrative Agent (with
the consent of Borrowers if no Event of Default then exists).  If no successor Administrative Agent shall
have been so appointed by the Majority Lenders, and shall have accepted such
appointment within thirty (30) days after the retiring Administrative Agent’s
giving of notice of resignation, then the retiring Administrative Agent may, on
behalf of the Lenders, appoint a successor Administrative Agent which shall be
any Lender or a Person organized under the laws of the US, a State or any
political subdivision thereof which has combined capital and reserves in excess
of $250,000,000.  Upon the acceptance of
any appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges, duties, and obligations
of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder.  After any retiring Administrative Agent’s
resignation hereunder as Administrative Agent, the provisions of this Article 10
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 the Administrative Agent.


 


Section 10.13                          Administrative Agent May File Proofs
of Claim.  The Administrative Agent may file such proofs
of claim and other papers or documents as may be necessary or advisable in
order to have the claims of the Administrative Agent (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent, its agents, financial advisors and counsel), the Lenders
and the Issuing Bank allowed in any judicial proceedings relative to any
Borrower Party or any of their respective creditors or property, and shall be
entitled and empowered to collect, receive and distribute any monies,
securities or other property payable or deliverable on any such claims and any
custodian in any such judicial proceedings is hereby authorized by each Lender
and the Issuing Bank to make such payments to the Administrative Agent and, in
the event that the Administrative Agent shall consent to the making of such
payments directly to the Lenders and the Issuing Bank, to pay to the
Administrative Agent any amount due to the Administrative Agent for the
reasonable compensation, expenses, disbursements and advances of the
Administrative Agent, its agents, financial advisors and counsel, and any other
amounts due the Administrative Agent under Section 11.2.  Nothing contained in the Loan Agreement or
the Loan Documents shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender or the
Issuing Bank any plan of reorganization, arrangement, adjustment or composition
affecting this Agreement, any Revolving Loan Notes, the Letters of Credit or
the rights of any holder thereof, or to authorize the Administrative Agent to
vote in respect of the claim of any Lender or the Issuing Bank in any such
proceeding.


 


Section 10.14                          Collateral.  The
Administrative Agent is hereby authorized to hold all Collateral pledged
pursuant to any Loan Document and to act on behalf of the Lender Group, in its
own capacity and through other agents appointed by it, under the Security
Documents; provided, that the Administrative Agent shall not agree to
the release of any Collateral except in accordance with the terms of this
Agreement.  The Lender Group acknowledges
that the Loans, any Overadvances, all Obligations with respect to Bank Products
Documents and all interest, fees and expenses hereunder constitute one Funded
Debt, secured by all of the Collateral. 
The 


 


104

















 


Administrative Agent
hereby appoints each Lender and the Issuing Bank as its agent (and each Lender
and the Issuing Bank hereby accepts such appointment) for the purpose of
perfecting the Administrative Agent’s Liens in assets which, in accordance with
the UCC, can be perfected by possession. 
Should any Lender or the Issuing Bank obtain possession of any such
Collateral, subject to the limitations set forth in the Block Account
Agreements, promptly upon the Administrative Agent’s request therefor shall
deliver such Collateral to the Administrative Agent or in accordance with the
Administrative Agent’s instructions.


 


Section 10.15                          Release of Collateral.


 


(a)                                  Each Lender and the Issuing Bank hereby
directs, in accordance with the terms of this Agreement, the Administrative
Agent to release any Lien held by the Administrative Agent for the benefit of
the Lender Group:


 


(i)                                     against all of the Collateral, upon the
payment in full of the Obligations and termination of the Revolving Loan
Commitment; or


 


(ii)                                  against any part of the Collateral sold
or disposed of by the Borrower Parties if such sale or disposition is permitted
by Section 8.7 or is otherwise consented to by the requisite
Lenders for such release as set forth in Section 11.12, as
certified to the Administrative Agent by Borrowers in a certificate of an
Authorized Signatory.


 


(b)                                 Each Lender and the Issuing Bank hereby
directs the Administrative Agent to execute and deliver or file or authorize
the filing of such termination and partial release statements and do such other
things as are necessary to release Liens to be released pursuant to this Section 10.15
promptly upon the effectiveness of any such release.  Upon request by the Administrative Agent at
any time, the Lenders and the Issuing Bank will confirm in writing the
Administrative Agent’s authority to release particular types or items of
Collateral pursuant to this Section 10.15.


 


Section 10.16                          [Intentionally Omitted].


 


ARTICLE
11.


 


MISCELLANEOUS


 


Section 11.1                                Notices.


 


(a)                                  All notices and other communications under
this Agreement shall be in writing and shall be deemed to have been given five (5) days
after deposit in the mail, designated as certified mail, return receipt
requested, postage-prepaid, or one (1) day after being entrusted to a
reputable commercial overnight delivery service, or when delivered to the
telegraph office or sent out (with receipt confirmed) by telex or telecopy, (or
to the extent specifically permitted under Section 11.1(c) only,
when sent out by electronic means) addressed to the party to which such notice
is directed at its address determined as in this Section 11.1.  All notices and other communications under
this Agreement shall be given to the parties hereto at the following addresses:


 


105






 












 


(i)                                     If to any Borrower Party, to such
Borrower Party in care of Camping World at:


 


Camping
World, Inc.


650
Three Springs Road


Bowling
Green, KY 42104


Attn:
Chief Financial Officer


 


And


 


Camping World, Inc.


Two Marriott Drive


Lincolnshire, IL 60069


Attn: Brent Moody


Telecopy No.: (847) 808-7015


Email: bmoody@campingworldrv.com


 


with a
copy to:


 


Robert
T. York, Esq.


Kaplan,
Strangis and Kaplan, P.A.


90
South Seventh Street


Suite 5500


Minneapolis,
MN 55402


Telecopy
No.: (612) 375-1143


Email:
rty@kskpa.com


 


(ii)                                  If to the Administrative Agent, to it at:


 


SunTrust Bank


303 Peachtree Street, 23rd Floor


Mail Code GA-ATL 1981


Atlanta, Georgia 30308


Attn: Angela Leake


Telecopy No.: 404-813-5890


Email: 
Angela.Leake@suntrust.com


 


with a copy to:


 


Chris Molen, Esq.


Paul, Hastings, Janofsky & Walker LLP


600 Peachtree Street, N.E.


Suite 2400


Atlanta, Georgia 30308


Telecopy No.: (404) 815-2424


Email: chrismolen@paulhastings.com


 


106

















 


(iii)                               If to SunTrust, as a Lender, to it at the
address set forth above for the Administrative Agent;


 


(iv)                              to any other Lender, to it at its address
set forth on Schedule 11.1(a) or as set forth in the Assignment and
Assumption to which such Lender is a party as an assignee; and


 


(v)                                 If to the Issuing Bank, to it at the
address set forth above for the Administrative Agent.


 


(b)                                 Any party hereto may change the address
to which notices shall be directed under this Section 11.1 by
giving ten (10) days written notice of such change to the other parties.


 


(c)                                  Borrowers may make delivery of the items
required by Section 7.3 via electronic mail to the Lender Group or
may deliver such items to the Administrative Agent with instructions for the
Administrative Agent to post such documents on an E-System for viewing by the
Lender Group.  The Administrative Agent
shall so post such items within a reasonable period of time after delivery
thereof by Borrowers.  Such posting or
sending via electronic mail to the Lender Group shall constitute delivery of
such items to the Lender Group.


 


Section 11.2                                Expenses.  Each Borrower
agrees, jointly and severally, to promptly pay or promptly reimburse:


 


(a)                                  All out-of-pocket costs and expenses of
the Administrative Agent in connection with the preparation, negotiation, execution,
delivery and syndication of this Agreement, the other Loan Documents and the
Bank Products Documents, the transactions contemplated hereunder and
thereunder, and the making of the initial Advance hereunder, including the fees
and disbursements of counsel for the Administrative Agent;


 


(b)                                 All out-of-pocket costs and expenses of
the Administrative Agent in connection with the administration of the
transactions contemplated in this Agreement, the other Loan Documents and the
Bank Products Documents, and the preparation, negotiation, execution, and
delivery of any waiver, amendment, or consent by the Lenders relating to this
Agreement, the other Loan Documents or the Bank Products Documents, including
all out-of-pocket costs and expenses of the Administrative Agent in connection
with its periodic field audits, environmental audits, appraisals and
examinations, a fee of $850 (as may be increased by the Administrative Agent
from time to time) per day, per auditor, plus out-of-pocket costs and expenses
for each field audit or examination of a Borrower Party performed by personnel
employed by the Administrative Agent and the reasonable fees and the
disbursements of counsel for the Administrative Agent;


 


(c)                                  All out-of-pocket costs and expenses
incurred by the Issuing Bank in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment
thereunder;


 


(d)                                 All out-of-pocket costs and expenses of
the Administrative Agent, the Issuing Bank and any Lender in connection with
any restructuring, refinancing, or “work out” of 


 


107

















 


the transactions
contemplated by this Agreement, and of obtaining performance under this
Agreement, the other Loan Documents and the Bank Products Documents, and all
out-of-pocket costs and expenses of collection if default is made in the
payment of the Obligations, which in each case shall include fees and
out-of-pocket expenses of counsel for the Administrative Agent, the Issuing
Bank and any Lender, and the fees and out-of-pocket expenses of any experts of
the Administrative Agent, or consultants of the Administrative Agent,; and


 


(e)                                  All taxes, assessments, general or
special, and other charges levied on, or assessed, placed or made against any
of the Collateral, any Revolving Loan Notes or the Obligations.


 


Section 11.3                                Waivers.  The rights
and remedies of the Lender Group under this Agreement, the other Loan Documents
and the Bank Products Documents shall be cumulative and not exclusive of any
rights or remedies which they would otherwise have.  No failure or delay by the Lender Group, or
any of them, or the Majority Lenders in exercising any right shall operate as a
waiver of such right.  The Lender Group
expressly reserve the right to require strict compliance with the terms of this
Agreement in connection with any funding of a request for an Advance.  In the event the Lenders decide to fund a
request for an Advance at a time when Borrowers are not in strict compliance
with the terms of this Agreement, such decision by the Lenders shall not be
deemed to constitute an undertaking by the Lenders to fund any further requests
for Advances or preclude the Lenders from exercising any rights available to
the Lenders under the Loan Documents or at law or equity.  Any waiver or indulgence granted by the
Lenders or by the Majority Lenders shall not constitute a modification of this
Agreement, except to the extent expressly provided in such waiver or
indulgence, or constitute a course of dealing by the Lenders at variance with
the terms of the Agreement such as to require further notice by the Lenders of
the Lenders’ intent to require strict adherence to the terms of the Agreement
in the future.  Any such actions shall
not in any way affect the ability of the Lenders, in their discretion, to
exercise any rights available to them under this Agreement or under any other
agreement, whether or not the Lenders are party, relating to Borrowers.


 


Section 11.4                                Set-Off.  In addition
to any rights now or hereafter granted under Applicable Law and not by way of
limitation of any such rights, except to the extent limited by Applicable Law,
at any time that a Default exists, each member of the Lender Group and each
subsequent holder of the Obligations is hereby authorized by the Borrower
Parties at any time or from time to time, without notice to the Borrower
Parties or to any other Person, any such notice being hereby expressly waived,
to set-off and to appropriate and apply any and all deposits (general or
special, time or demand, including Funded Debt evidenced by certificates of
deposit, in each case whether matured or unmatured, but not including any
amounts held by any member of the Lender Group or any of its Affiliates in any
escrow account) and any other Funded Debt at any time held or owing by any
member of the Lender Group or any such holder to or for the credit or the
account of any Borrower Party, against and on account of the obligations and
liabilities of the Borrower Parties, to any member of the Lender Group or any
such holder under this Agreement, any Revolving Loan Notes, any other Loan
Document and any Bank Products Documents, including all claims of any nature or
description arising out of or connected with this Agreement, any Revolving Loan
Notes, any other Loan Document or any Bank Products Document, irrespective of
whether or not (a) the Lender Group shall have made any demand hereunder
or (b) the Lender Group shall have declared the principal of and interest
on the Loans 


 


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and any Notes and other
amounts due hereunder to be due and payable as permitted by Section 9.2
and although said obligations and liabilities, or any of them, shall be
contingent or unmatured.  Any sums
obtained by any member of the Lender Group or by any subsequent holder of the
Obligations shall be subject to the application of payments provisions of Article 2.


 


Section 11.5                                Assignment.


 


(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 no Borrower
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 Borrower Party without such consent shall be null
and void).  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
and, to the extent expressly contemplated hereby, the Affiliates of the
Administrative Agent) any legal or equitable right, remedy or claim under or by
reason of this Agreement.


 


(b)                                 Any Lender (and any Lender that is an
Issuing Bank) may assign to one or more Eligible Assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of
its portion of the Revolving Loan Commitment and the Loans at the time owing to
it and, if applicable, all or a portion of its portion of the Letter of Credit
Commitment and excluding rights and obligations with respect to Bank Products
Documents); provided that (i) except in the case of an assignment
of the entire remaining amount of the assigning Lender’s portion of the Revolving
Loan Commitment and the Loans at the time owing to it or in the case of an
assignment to a Lender or an Affiliate of a Lender or an Approved Fund with
respect to a Lender, the aggregate amount of the portion of the Revolving Loan
Commitment, of the assigning Lender subject to each such assignment (determined
as of the date the Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $5,000,000,
unless each of the Administrative Agent and, so long as no Default exists,
Camping World otherwise consents (each such consent not to be unreasonably
withheld or delayed, and Camping World shall be deemed to have consented to any
such assignment unless it shall object thereto by written notice to the
Administrative Agent within 5 Business Days after having received notice
thereof), and (ii) 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 the Eligible Assignee, if it
shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire.  Subject to
acceptance and recording thereof by the Administrative Agent pursuant to Section 11.5(c),
from and after the effective date specified in each Assignment and Acceptance,
the Eligible 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
2.8(b), 2.9, 6.18, 6.19(d), 12.3 and 12.5).  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
paragraph shall be treated for purposes of this Agreement as a sale 


 


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by such Lender of a
participation in such rights and obligations in accordance with this Section 11.5(b).


 


(c)                                  The Administrative Agent, acting solely
for this purpose as an agent of Borrowers, shall maintain at the Administrative
Agent’s Office a copy of each Assignment and Acceptance delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
portion of the Revolving Loan 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, and Borrowers, 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 Borrowers and any Lender, at any
reasonable time and from time to time upon reasonable prior notice.


 


(d)                                 Any Lender may, without the consent of,
or notice to, Borrowers 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 or obligations under this Agreement (including all or a
portion of its portion of the Revolving Loan Commitment or the Loans owing to
it); provided that (i) such Lender’s obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) Borrowers and the Lender Group 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 Section 11.12(a)(i) that
affects such Participant.  Subject to Section 11.5(e),
each Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.8(b), 2.9, 6.18, 6.19(d) and 12.3
to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to Section 11.5(b).  To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 11.4
as though it were a Lender, provided such Participant agrees to be
subject to Section 2.8(b) as though it were a Lender.


 


(e)                                  A Participant shall not be entitled to
receive any greater payment under Section 2.8(b) or 12.3
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 Borrowers’ 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 2.8(b) unless
Borrowers are notified of the participation sold to such Participant and such
Participant agrees, for the benefit of Borrowers, to comply with Section 2.8(b) as
though it were a Lender.


 


(f)                                    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 (i) any pledge
or assignment to secure obligations to a Federal Reserve Bank and (ii) in
the case of any Lender that is a Fund, any pledge or assignment of all or any
portion of such Lender’s rights under this Agreement to any holders of
obligations owed, or securities issued, by such Lender as 


 


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security for such
obligations or securities, or to any trustee for, or any other representative
of, such holders, and this Section 11.5 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 pledgee or assignee for such
Lender as a party hereto.


 


Section 11.6                                Counterparts. 
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all such separate counterparts
shall together constitute but one and the same instrument.  In proving this Agreement or any other Loan
Document in any judicial proceedings, it shall not be necessary to produce or
account for more than one such counterpart signed by the party against whom
such enforcement is sought.  Any
signatures delivered by a party by facsimile transmission or by other
electronic transmission shall be deemed an original signature hereto.  The foregoing shall apply to
each other Loan Document mutatis mutandis.


 


Section 11.7                                Under Seal; Governing Law. 
This Agreement and the other Loan Documents are intended to take effect
as sealed instruments and shall be construed in accordance with and governed by
the laws of the State of Georgia, without regard to the conflict of laws
principles thereof, except to the extent otherwise provided in the Loan
Documents.


 


Section 11.8                                Severability. 
Any provision of this Agreement which is prohibited or unenforceable
shall be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof in that jurisdiction or
affecting the validity or enforceability of such provision in any other
jurisdiction.


 


Section 11.9                                Headings.  Headings used
in this Agreement are for convenience only and shall not be used in connection
with the interpretation of any provision hereof.


 


Section 11.10                          Source of Funds. 
Notwithstanding the use by the Lenders of the Base Rate and the Eurodollar
Rate as reference rates for the determination of interest on the Loans, the
Lenders shall be under no obligation to obtain funds from any particular source
in order to charge interest to Borrowers at interest rates tied to such
reference rates.


 


Section 11.11                          Entire Agreement.  THIS WRITTEN AGREEMENT, TOGETHER WITH THE OTHER LOAN
DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 
Each Borrower Party represents and warrants to the Lender
Group that it has read the provisions of this Section 11.11 and
discussed the provisions of this Section 11.11 and the rest of this
Agreement with counsel for such Borrower Party, and such Borrower Party
acknowledges and agrees that the Lender Group is expressly relying upon such
representations and warranties of such Borrower Party (as well as the other
representations and warranties of such Borrower Party set forth in this
Agreement and the other Loan Documents) in entering into this Agreement.


 


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Section 11.12                          Amendments and Waivers.


 


(a)                                  Neither this Agreement, any other Loan
Document nor any term hereof or thereof may be amended orally, nor may any
provision hereof be waived orally but only by an instrument in writing signed
by the Majority Lenders, or in the case of Loan Documents executed by the
Administrative Agent (and not the other members of the Lender Group), signed by
the Administrative Agent and approved by the Majority Lenders and, in the case
of an amendment, also by Borrowers, except that (i) the consent of each of
the Lenders shall be required for (A) any sale or release of, or the
subordination of the Administrative Agent’s security interest in, any material
Collateral except in conjunction with sales or transfers of Collateral
permitted hereunder or any release of any guarantor of the Obligations, (B) any
extensions, postponements or delays of the Maturity Date or the scheduled date
of payment of interest or principal or fees, or any reduction of principal
(without a corresponding payment with respect thereto), or reduction in the
rate of interest or fees due to the Lenders hereunder or under any other Loan
Documents, (C) any amendment of this Section 11.12 or of the
definition of Majority Lenders or any other provision of the Loan Documents
specifying the number or percentage of Lenders required to waive, amend or
modify any rights thereunder or make any determination or grant any consent
thereunder; (D) any amendment increasing the Revolving Loan Commitment (it
being understood and agreed that a waiver of any Default or modification of any
of the defined terms contained herein (other than those defined terms
specifically addressed in this Section 11.12) shall not constitute
a change in the terms of the Revolving Loan Commitment of any Lender); (E) any
amendment increasing the amounts or percentages set forth in the definition of
Borrowing Base; (F) any amendment to the definitions of Availability,
Eligible Trade Accounts, Eligible Credit Card Accounts, Eligible In-Transit
Inventory or Eligible Landed Inventory to the extent that any such amendment
results in more credit being made available to Borrowers under the Borrowing
Base, but not otherwise; and (G) any amendment to Section 2.11;
(ii) the consent of the Administrative Agent, the Majority Lenders and
Borrowers shall be required for any amendment to Section 2.1(e) or
Article 10; (iii) the consent of the Issuing Bank, the
Majority Lenders and Borrowers shall be required for any amendment to Section 2.1(b) or
2.15 or the definition of Letter of Credit Commitment; (iv) the
consent of the Guarantors and the Majority Lenders shall be required for any
amendment to Article 3; (v) the consent of the Swing Bank, the
Majority Lenders and Borrowers shall be required for any amendment to Section 2.1(c) or
2.2(g); (vi) the consent of the Administrative Agent only shall be
required to amend Schedule 1.1(a) to reflect assignments of the
Revolving Loan Commitment and the Loans in accordance with this Agreement and (vii) any
amendment, waiver or other modification of any term or condition of the Fee
Letter shall require the consent of the Administrative Agent and Borrowers
only.  In addition to the required
consents set forth above, if SunTrust or any Affiliate thereof has entered into
an Administrative Agent Hedge Agreement with any Borrower Party and SunTrust is
no longer the Administrative Agent or a Lender, the consent of SunTrust or such
Affiliate shall be required for any amendment to Section 2.11 or
any amendment described in Section 11.12(a)(i)(A).  Any amendment, modification, waiver, consent,
termination or release of any Bank Products Documents may be effected by the
parties thereto without the consent of the Lender Group.


 


(b)                                 Each Lender grants to the Administrative
Agent the right to purchase all (but not less than all) of such Lender’s
portion of the Revolving Loan Commitment, portion of the Letter of Credit
Commitment, the Loans and the Letter of Credit Obligations owing to it and any
Revolving Loan Notes held by it and all of its rights and obligations hereunder
and under the other Loan Documents at a price equal to the outstanding
principal amount of the Loans payable 


 


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to such Lender plus any
accrued but unpaid interest on such Loans and accrued but unpaid commitment
fees and letter of credit fees owing to such Lender plus the amount necessary
to cash collateralize any Letters of Credit issued by such Lender, which right
may be exercised by the Administrative Agent if such Lender refuses to execute
any amendment, waiver or consent which requires the written consent of all of the
Lenders and to which the Majority Lenders, the Administrative Agent and
Borrowers have agreed.  Each Lender
agrees that if the Administrative Agent exercises its option hereunder, it
shall promptly execute and deliver an Assignment and Acceptance and other
agreements and documentation necessary to effectuate such assignment.  The Administrative Agent may assign its
purchase rights hereunder to any assignee if such assignment complies with the
requirements of Section 11.5(b).


 


(c)                                  If any fees are paid to the Lenders as
consideration for amendments, waivers or consents with respect to this
Agreement, at Administrative Agent’s election, such fees may be paid only to
those Lenders that agree to such amendments, waivers or consents within the
time specified for submission thereof.


 


Section 11.13                          Other Relationships. 
No relationship created hereunder or under any other Loan Document shall
in any way affect the ability of any member of the Lender Group to enter into
or maintain business relationships with any Borrower, or any of their
respective Affiliates, beyond the relationships specifically contemplated by
this Agreement and the other Loan Documents.


 


Section 11.14                          Pronouns.  The pronouns
used herein shall include, when appropriate, either gender and both singular
and plural, and the grammatical construction of sentences shall conform
thereto.


 


Section 11.15                          Disclosure.  The Borrower
Parties agree that the Administrative Agent shall have the right to issue press
releases regarding the making of the Loans and issuance of Letters of Credit
and the Revolving Loan Commitment to Borrowers pursuant to the terms of this
Agreement.


 


Section 11.16                          Replacement of Lender. 
In the event that a Replacement Event occurs and is continuing with
respect to any Lender, Borrowers may designate another financial institution
(such financial institution being herein called a “Replacement Lender”)
acceptable to the Administrative Agent, and which is not a Borrower or an
Affiliate of a Borrower, to assume such Lender’s portion of the Revolving Loan
Commitment hereunder, to purchase the Loans and participations of such Lender
and such Lender’s rights hereunder and (if such Lender is the Issuing Bank) to
issue Letters of Credit in substitution for all outstanding Letters of Credit
issued by such Lender, without recourse to or representation or warranty by, or
expense to, such Lender for a purchase price equal to the outstanding principal
amount of the Loans payable to such Lender plus any accrued but unpaid interest
on such Loans and accrued but unpaid commitment fees and letter of credit fees
owing to such Lender plus amounts necessary to cash collateralize any Letters
of Credit issued by such Lender, and upon such assumption, purchase and
substitution, and subject to the execution and delivery to the Administrative
Agent by the Replacement Lender of documentation satisfactory to the
Administrative Agent (pursuant to which such Replacement Lender shall assume
the obligations of such original Lender under this Agreement), the Replacement
Lender shall succeed to the rights and obligations of such Lender 


 


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hereunder and such Lender
shall no longer be a party hereto or have any rights hereunder provided
that the obligations of Borrowers to indemnify such Lender with respect to any
event occurring or obligations arising before such replacement shall survive
such replacement.  “Replacement Event”
shall mean, with respect to any Lender, (a) the commencement of or the
taking of possession by, a receiver, custodian, conservator, trustee or
liquidator of such Lender, or the declaration by the appropriate regulatory
authority that such Lender is insolvent or (b) the making of any claim by
any Lender under Section 2.8(b), 12.3 or 12.5, unless
the changing of the lending office by such Lender would obviate the need of
such Lender to make future claims under such Sections.


 


Section 11.17                          Confidentiality. 
No member of the Lender Group shall disclose any non-public confidential
information regarding the Borrower Parties (“Confidential Information”)
to any other Person without the consent of Borrowers, other than (i) to
such member of the Lender Group’s Affiliates and their officers, directors,
employees, agents and advisors, to other members of the Lender Group and, as
contemplated by Section 11.5, to actual or prospective assignees
and participants, and then only on a confidential basis, (ii) as required
by any law, rule or regulation or judicial process, (iii) to any
rating agency when required by it, provided that, prior to any such
disclosure, such rating agency shall undertake to preserve the confidentiality
of any Confidential Information relating to the Borrower Parties received by it
from such member of the Lender Group, (iv) as requested or required by any
state, federal or foreign authority or examiner regulating banks or banking and
(v) in connection with the exercise of any remedy hereunder or any suit,
action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder.


 


Section 11.18                          Revival and Reinstatement of Obligations. 
If the incurrence or payment of the Obligations by any Borrower or any
Guarantor, or the transfer to the Lender Group 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 Lender Group, 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
Lender Group, or any of them, is required or elects to repay or restore, and as
to all reasonable costs, expenses and attorneys fees of the Lender Group
related thereto, the liability of such Borrower or such Guarantor, as
applicable, automatically shall be revived, reinstated and restored and shall
exist as though such Voidable Transfer had never been made.


 


Section 11.19                          Electronic Transmissions.


 


(a)                                  Authorization.  Subject to the provisions of this Section 11.19(a),
each of the Administrative Agent, Borrowers, the Lenders, the Issuing Bank and
each of their Affiliates is authorized (but not required) to transmit, post or
otherwise make or communicate, in its sole and absolute discretion, Electronic
Transmissions in connection with any Loan Document and the transactions
contemplated therein.  Each of Camping
World and the other Borrower Parties hereby acknowledges and agrees, and each
of Camping World and the other Borrower Parties shall cause each of their
Subsidiaries to acknowledge and agree, that the use of Electronic Transmissions
is not necessarily secure and that there are risks associated with such use, 


 


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including
risks of interception, disclosure and abuse and each indicates it assumes and
accepts such risks by hereby authorizing the transmission of Electronic
Transmissions.


 


(b)                                 Separate
Agreements.  All uses of
an E-System shall be governed by and subject to, in addition to the terms and
conditions of this Agreement, separate terms and conditions posted or
referenced in such E-System and related contractual obligations executed by the
Borrower Parties or the members of the Lender Group in connection with the use
of such E-System.


 


(c)                                  Limitation of Liability. 
All E-Systems and Electronic Transmissions shall be provided “as is” and
“as available”.  None of Administrative
Agent or any of its Affiliates warrants the accuracy, adequacy or completeness
of any E-Systems or Electronic Transmission, and each disclaims all liability
for errors or omissions therein.  No
warranty of any kind is made by the Administrative Agent or any of its
Affiliates in connection with any E-Systems or Electronic Transmission, including
any warranty of merchantability, fitness for a particular purpose,
non-infringement of third-party rights or freedom from viruses or other code
defects.  Each of Camping World and the
other Borrower Parties agrees that the Administrative Agent has no responsibility
for maintaining or providing any equipment, software, services or any testing
required in connection with any Electronic Transmission or otherwise required
for any E-System.


 


ARTICLE
12.


 


YIELD
PROTECTION


 


Section 12.1                                Eurodollar Rate Basis Determination. 
Notwithstanding anything contained herein which may be construed to the
contrary, if with respect to any proposed Eurodollar Advance for any Eurodollar
Advance Period, the Administrative Agent (a) determines (which
determination shall be conclusive absent manifest error) that adequate and
reasonable means do not exist for ascertaining the Eurodollar Rate for such
Eurodollar Advance Period or (b) is advised by the Majority Lenders that
the Eurodollar Basis for such Eurodollar Advance Period will not adequately and
fairly reflect the cost to the Lenders of making or maintaining the Loans for
such Eurodollar Advance Period, the Administrative Agent shall forthwith give
notice thereof to Camping World and the Lenders, whereupon until the
Administrative Agent notifies Camping World that the circumstances giving rise
to such situation no longer exist, the obligations of the Lenders to make or
continue, or convert Base Rate Advances into, Eurodollar Advances shall be
suspended until the circumstances giving rise to such situation no longer exist.


 


Section 12.2                                Illegality.  If any change
in Applicable Law, any change in the interpretation or administration of any
Applicable Law by any Governmental Authority, central bank, or comparable
agency charged with the interpretation or administration thereof, or any change
in compliance with Applicable Law as a result of any request or directive
(whether or not having the force of law) of any such authority, central bank,
or comparable agency after the Agreement Date, shall make it unlawful or impossible
for any Lender to make, maintain, or fund its Eurodollar Advances, such Lender
shall so notify the Administrative Agent, and the Administrative Agent shall
forthwith give notice thereof to the other Lenders and Borrowers.


 


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Before giving any notice
to the Administrative Agent pursuant to this Section 12.2, such
Lender shall designate a different lending office if such designation will
avoid the need for giving such notice and will not, in the judgment of such
Lender, be otherwise disadvantageous to such Lender.  Upon receipt of such notice, notwithstanding
anything contained in Article 2, Borrowers shall repay in full the
then outstanding principal amount of each affected Eurodollar Advance of such
Lender, together with accrued interest thereon, either (a) on the last day
of the then current Eurodollar Advance Period applicable to such Eurodollar
Advance if such Lender may lawfully continue to maintain and fund such
Eurodollar Advance to such day or (b) immediately if such Lender may not
lawfully continue to fund and maintain such Eurodollar Advance to such
day.  Concurrently with repaying each
affected Eurodollar Advance of such Lender, notwithstanding anything contained
in Article 2, Borrowers shall borrow a Base Rate Advance from such
Lender, and such Lender shall make such Advance in an amount such that the
outstanding principal amount of the Revolving Loans held by such Lender shall
equal the outstanding principal amount of such Revolving Loans immediately
prior to such repayment.


 


Section 12.3                                Increased Costs.


 


(a)                                  If any change in Applicable Law, any
change in the interpretation or administration of any Applicable Law by any
Governmental Authority, central bank, or comparable agency charged with the
interpretation or administration thereof or any change in compliance with
Applicable Law as a result of any request or directive (whether or not having
the force of law) of such Governmental Authority, central bank, or comparable
agency after the Agreement Date:


 


(i)                                     Shall subject any Lender to any tax,
duty, or other charge with respect to its obligation to make Eurodollar
Advances, or its Eurodollar Advances, or shall change the basis of taxation of
payments to any Lender of the principal of or interest on its Eurodollar Advances
or in respect of any other amounts due under this Agreement in respect of its
Eurodollar Advances or its obligation to make Eurodollar Advances (except for
changes in the rate of tax on the overall net income of such Lender);


 


(ii)                                  Shall impose, modify, or deem applicable
any reserve (including any imposed by the Board of Governors of the Federal
Reserve System, but excluding any included in an applicable Eurodollar Reserve
Percentage), special deposit, assessment, or other requirement or condition against
assets of, deposits (other than as described in Section 12.5) with
or for the account of, or commitments or credit extended by any Lender, or
shall impose on any Lender or the eurodollar interbank borrowing market any
other condition affecting its obligation to make such Eurodollar Advances or
its Eurodollar Advances; and the result of any of the foregoing is to increase
the cost to such Lender of making or maintaining any such Eurodollar Advances,
or to reduce the amount of any sum received or receivable by the Lender under
this Agreement or under any Notes with respect thereto, and such increase is
not given effect in the determination of the Eurodollar Rate;


 


(iii)                               Shall subject the Issuing Bank or any
Lender to any tax, duty or other charge with respect to the obligation to issue
Letters of Credit, maintain Letters of Credit or participate in Letters of
Credit, or shall change the basis of taxation of payments to the Issuing Bank
or any Lender in respect of amounts drawn under Letters of Credit or in respect
of any 


 


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other amounts due under
this Agreement in respect of Letters of Credit or the obligation of the Issuing
Bank to issue Letters of Credit or maintain Letters of Credit or the obligation
of the Lenders to participate in Letters of Credit (except for changes in the
rate of tax on the overall net income of the Issuing Bank or any Lender); or


 


(iv)                              Shall impose, modify, or deem applicable
any reserve (including any imposed by the Board of Governors of the Federal
Reserve System), special deposit, assessment, or other requirement or condition
against assets of, deposits (other than as described in Section 12.5)
with or for the account of, or commitments or credit extended by the Issuing
Bank, or shall impose on the Issuing Bank or any Lender any other condition
affecting the obligation to issue Letters of Credit, maintain Letters of Credit
or participate in Letters of Credit; and the result of any of the foregoing is
to increase the cost to the Issuing Bank or any Lender of issuing, maintaining
or participating in any such Letters of Credit or to reduce the amount of any
sum received or receivable by the Issuing Bank or any Lender under this
Agreement with respect thereto,


 


then promptly upon demand by such Lender or Issuing
Bank, each Borrower agrees, jointly and severally, to pay, without duplication
of amounts due under Section 2.8(b), to such Lender or Issuing Bank
such additional amount or amounts as will compensate such Lender or Issuing Bank
for such increased costs.  Each Lender or
Issuing Bank will promptly notify Borrowers and the Administrative Agent of any
event of which it has knowledge, occurring after the date hereof, which will
entitle such Lender or the Issuing Bank to compensation pursuant to this Section 12.3
and will designate a different lending office if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
sole judgment of such Lender or the Issuing Bank, be otherwise disadvantageous
to such Lender or the Issuing Bank.


 


(b)                                 A certificate of any Lender or the
Issuing Bank claiming compensation under this Section 12.3 and
setting forth the additional amount or amounts to be paid to it hereunder and
calculations therefor shall be conclusive in the absence of manifest
error.  In determining such amount, such
Lender or the Issuing Bank may use any reasonable averaging and attribution
methods.  If any Lender demands
compensation under this Section 12.3, Borrowers may at any time, upon
at least five (5) Business Days prior notice to such Lender, prepay in
full the then outstanding affected Eurodollar Advances of such Lender, together
with accrued interest thereon to the date of prepayment, along with any
reimbursement required under Section 2.9.  Concurrently with prepaying such Eurodollar
Advances, Borrowers shall borrow a Base Rate Advance, or a Eurodollar Advance
not so affected, from such Lender, and such Lender shall make such Advance in
an amount such that the outstanding principal amount of the Revolving Loans
held by such Lender shall equal the outstanding principal amount of such
Revolving Loans immediately prior to such prepayment.


 


Section 12.4                                Effect On Other Advances. 
If notice has been given pursuant to Section 12.1, 12.2
or 12.3 suspending the obligation of any Lender to make any, or
requiring Eurodollar Advances of any Lender to be repaid or prepaid, then,
unless and until such Lender (or, in the case of Section 12.1, the
Administrative Agent) notifies Borrowers that the circumstances giving rise to
such repayment no longer apply, all Advances which would otherwise be made by
such Lender as to the Eurodollar Advances affected shall, at the option of
Borrowers, be made instead as Base Rate Advances.


 


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Section 12.5                                Capital Adequacy. 
If after the Agreement Date, any Lender or Issuing Bank (or any
Affiliate of the foregoing) shall have reasonably determined that the adoption
of any applicable law, governmental rule, regulation or order regarding the
capital adequacy of banks or bank holding companies, or any change therein, or
any change in the interpretation or administration thereof by any Governmental
Authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by such Lender or Issuing Bank (or any
Affiliate of the foregoing) with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such Governmental
Authority, central bank or comparable agency (but only if such adoption,
change, request or directive occurs after the Agreement Date), has or would
have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s
(or any Affiliate of the foregoing) capital as a consequence of such Lender’s
or Issuing Bank’s portion of the Revolving Loan Commitment or other obligations
hereunder to a level below that which it could have achieved but for such
adoption, change or compliance (taking into consideration such Lender’s or
Issuing Bank’s (or any Affiliate of the foregoing) policies with respect to
capital adequacy immediately before such adoption, change or compliance and
assuming that such Lender’s or Issuing Bank’s (or any Affiliate of the
foregoing) capital was fully utilized prior to such adoption, change or
compliance), then, promptly upon demand by such Lender or Issuing Bank,
Borrowers shall immediately pay to such Lender or Issuing Bank such additional
amounts as shall be sufficient to compensate such Lender or Issuing Bank for
any such reduction actually suffered.  A
certificate of such Lender or Issuing Bank setting forth the amount to be paid
to such Lender or Issuing Bank by Borrowers as a result of any event referred to
in this paragraph shall, absent manifest error, be conclusive.


 


 


ARTICLE
13.


 


JURISDICTION,
VENUE AND WAIVER OF JURY TRIAL


 


Section 13.1                                Jurisdiction and Service of Process. 
FOR PURPOSES OF ANY LEGAL ACTION OR PROCEEDING BROUGHT BY ANY MEMBER OF
THE LENDER GROUP WITH RESPECT TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY
BANK PRODUCTS DOCUMENT, EACH BORROWER PARTY HEREBY IRREVOCABLY SUBMITS TO THE
PERSONAL JURISDICTION OF THE FEDERAL AND STATE COURTS SITTING IN THE STATE OF
GEORGIA AND HEREBY IRREVOCABLY DESIGNATES AND APPOINTS, AS ITS AUTHORIZED AGENT
FOR SERVICE OF PROCESS IN THE STATE OF GEORGIA, CAMPING WORLD, OR SUCH OTHER
PERSON AS SUCH BORROWER PARTY SHALL DESIGNATE HEREAFTER BY WRITTEN NOTICE GIVEN
TO THE ADMINISTRATIVE AGENT.  THE CONSENT
TO JURISDICTION HEREIN SHALL NOT BE EXCLUSIVE. 
THE LENDER GROUP SHALL FOR ALL PURPOSES AUTOMATICALLY, AND WITHOUT ANY
ACT ON THEIR PART, BE ENTITLED TO TREAT SUCH DESIGNEE OF EACH BORROWER PARTY AS
THE AUTHORIZED AGENT TO RECEIVE FOR AND ON BEHALF OF SUCH BORROWER PARTY
SERVICE OF WRITS, OR SUMMONS OR OTHER LEGAL PROCESS IN THE STATE OF GEORGIA,
WHICH SERVICE SHALL BE DEEMED EFFECTIVE PERSONAL SERVICE ON SUCH BORROWER PARTY
SERVED WHEN DELIVERED, WHETHER OR NOT SUCH AGENT GIVES NOTICE TO SUCH BORROWER
PARTY; AND DELIVERY OF SUCH SERVICE TO ITS AUTHORIZED AGENT SHALL BE DEEMED TO
BE MADE WHEN PERSONALLY DELIVERED OR THREE (3) BUSINESS DAYS AFTER MAILING



 


118

















 


BY REGISTERED OR
CERTIFIED MAIL ADDRESSED TO SUCH AUTHORIZED AGENT.  EACH BORROWER PARTY FURTHER IRREVOCABLY
CONSENTS TO SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING
OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL TO SUCH BORROWER PARTY AT THE
ADDRESS SET FORTH ABOVE, SUCH SERVICE TO BECOME EFFECTIVE THREE (3) BUSINESS
DAYS AFTER SUCH MAILING.  IN THE EVENT
THAT, FOR ANY REASON, SUCH AGENT OR ITS SUCCESSORS SHALL NO LONGER SERVE AS
AGENT OF EACH BORROWER PARTY TO RECEIVE SERVICE OF PROCESS IN THE STATE OF
GEORGIA, EACH BORROWER PARTY SHALL SERVE AND ADVISE THE ADMINISTRATIVE AGENT
THEREOF SO THAT AT ALL TIMES EACH BORROWER PARTY WILL MAINTAIN AN AGENT TO
RECEIVE SERVICE OF PROCESS IN THE STATE OF GEORGIA ON BEHALF OF SUCH BORROWER
PARTY WITH RESPECT TO THIS AGREEMENT, ALL OTHER LOAN DOCUMENTS AND THE BANK
PRODUCTS DOCUMENTS.  IN THE EVENT THAT,
FOR ANY REASON, SERVICE OF LEGAL PROCESS CANNOT BE MADE IN THE MANNER DESCRIBED
ABOVE, SUCH SERVICE MAY BE MADE IN SUCH MANNER AS PERMITTED BY LAW.


 


Section 13.2                                Consent to Venue. 
EACH BORROWER PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION IT WOULD
MAKE NOW OR HEREAFTER FOR THE LAYING OF VENUE OF ANY SUIT, ACTION, OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR ANY BANK PRODUCTS DOCUMENT BROUGHT IN THE FEDERAL COURTS OF THE
UNITED STATES SITTING IN FULTON COUNTY, GEORGIA, AND HEREBY IRREVOCABLY WAIVES
ANY CLAIM THAT ANY SUCH SUIT, ACTION, OR PROCEEDING HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.


 


Section 13.3                                Waiver of Jury Trial. 
EACH BORROWER PARTY AND EACH MEMBER OF THE LENDER GROUP, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, WAIVES, AND OTHERWISE AGREES NOT TO
REQUEST, A TRIAL BY JURY IN ANY COURT AND IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM OF ANY TYPE IN WHICH ANY BORROWER PARTY, ANY MEMBER OF THE LENDER
GROUP OR ANY OF THEIR RESPECTIVE SUCCESSORS OR ASSIGNS IS A PARTY, AS TO ALL
MATTERS AND THINGS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT, THE
OTHER LOAN DOCUMENTS, THE BANK PRODUCTS DOCUMENTS AND THE RELATIONS AMONG THE
PARTIES LISTED IN THIS ARTICLE 13.


 


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left blank]


 


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


 


 


	
  BORROWERS:

  	
  CAMPING WORLD, INC., a
  Kentucky corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brent Moody

  
	
   

  	
   

  	
  Name: Brent Moody

  
	
   

  	
   

  	
  Title: Executive Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  CWI, INC., a Kentucky
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brent Moody

  
	
   

  	
   

  	
  Name: Brent Moody

  
	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GUARANTORS:

  	
  By:

  	
  /s/ Brent Moody

  
	
   

  	
   

  	
  Name: Brent Moody

  
	
   

  	
   

  	
  Title: Executive Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  CAMPING WORLD INSURANCE
  SERVICES OF NEVADA, INC., a Nevada corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brent Moody

  
	
   

  	
   

  	
  Name: Brent Moody

  
	
   

  	
   

  	
  Title: Executive Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CAMPING WORLD INSURANCE
  SERVICES OF TEXAS, INC., a Texas corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brent Moody

  
	
   

  	
   

  	
  Name: Brent Moody

  
	
   

  	
   

  	
  Title: Executive Vice President

  



 


CREDIT AGREEMENT


 

















 


	
   

  	
  CW MICHIGAN, INC., a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brent Moody

  
	
   

  	
   

  	
  Name: Brent Moody

  
	
   

  	
   

  	
  Title: Executive Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  CAMPING REALTY, INC., a
  Kentucky corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brent Moody

  
	
   

  	
   

  	
  Name: Brent Moody

  
	
   

  	
   

  	
  Title: Executive Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CAMPING WORLD CARD
  SERVICES, INC., an Ohio corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brent Moody

  
	
   

  	
   

  	
  Name: Brent Moody

  
	
   

  	
   

  	
  Title: Executive Vice
  President

  



 


 


	
  ADMINISTRATIVE AGENT, ISSUING
  BANK AND LENDERS:

  	
  SUNTRUST BANK, as the
  Administrative Agent, Issuing Bank and a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  /s/ Amy Burnstine

  
	
   

  	
   

  	
  Name: Amy Burnstine

  
	
   

  	
   

  	
  Title:Director

  



 


CREDIT AGREEMENT