**Exhibit 4.13**

** **

** **

FOURTH AMENDMENT TO CREDIT AGREEMENT

 

 

This FOURTHAMENDMENT TO CREDIT AGREEMENT dated as of November 20, 2002 (this “Amendment”),among AFFINITY GROUP, INC. (the “Borrower”), THE GUARANTORS PARTY HERETO(the “Guarantors”), THE LENDERS PARTY HERETO (the “Lenders”),FLEET NATIONAL BANK, as Administrative Agent (the “Administrative Agent”),THE PROVIDENT BANK, as Syndication Agent (the “Syndication Agent”) andBANK ONE KENTUCKY, NA, as Documentation Agent (the “Documentation Agent”and together with the Administrative Agent and the Syndication Agent, the “Agents”).

 

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

 

WHEREAS, theCredit Parties wish to amend the Credit Agreement to increase the maximumLetter of Credit amount as stated under Section 2.4(b) of the Credit Agreementfrom $5,000,000 to $12,500,000.

 

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

 

1.             Reference to Credit Agreement.  Reference is made to the Amended andRestated Credit Agreement dated as of November 13, 1998, as amended by theFirst Amendment to Credit Agreement dated as of October 29, 1999, the SecondAmendment to Credit Agreement dated as of March 1, 2001, and the ThirdAmendment to Credit Agreement dated as of December 5, 2001 among the Borrower,the Guarantors, the Lenders, the Administrative Agent, the Syndication Agentand the Documentation Agent (as the same may be further amended or amended andrestated from time to time, the “Credit Agreement”).  Capitalized terms used herein which aredefined in the Credit Agreement have the same meanings herein as therein,except to the extent that such meanings are amended hereby.

 

2.             Amendments.  The Credit Parties, the Lenders, and theAdministrative Agent agree that the Credit Agreement is hereby amended,effective as of the date hereof, as follows:

 

(a)           Section 2.4(b) is hereby amended byinserting “$12,500,000” in place of “$5,000,000” in the last sentence of suchsection.

 

3.             No Default; Representations andWarranties, etc.  The Credit Partieshereby confirm that: (a) the representations and warranties of the CreditParties contained in Article 4 of the Credit Agreement are true on and as ofthe date hereof as if made on such date; (b) the Credit Parties are incompliance in all material respects with all of the terms and provisions setforth in the Credit Agreement on their part to be observed or performedthereunder; and (c) after giving effect to this Amendment, no Event of Default,

 

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nor any eventwhich with the giving of notice or expiration of any applicable grace period orboth would constitute such an Event of Default, shall have occurred and becontinuing.

 

4.             Conditions to this Amendment. ThisAmendment shall not become effective until the date on which each of thefollowing conditions is satisfied or waived in writing by the Required Lenders:

 

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

 

(b)           Fees and Expenses.  The Administrative Agent shall have receivedall fees and other amounts due and payable on or prior to the date hereof,including, to the extent invoiced, reimbursement or payment of allout-of-pocket expenses required to be reimbursed or paid by the Borrowerhereunder.

 

5.             Miscellaneous.

 

(a)           Except to the extent specificallyamended or waived hereby, the Credit Agreement, the Loan Documents and allrelated documents shall remain in full force and effect.  Whenever the terms or sections amendedhereby shall be referred to in the Credit Agreement, Loan Documents or suchother documents (whether directly or by incorporation into other definedterms), such defined terms shall be deemed to refer to those terms or sectionsas amended by this Amendment.  Theforegoing waivers shall apply solely to the provisions of the Credit Agreementspecified herein for the periods and purposes specified herein.  Nothing herein shall be deemed to constitutea modification, amendment or waiver of any other term or condition of the CreditAgreement.

 

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

 

(c)           This Amendment shall be governed bythe laws of the Commonwealth of Massachusetts and shall be binding upon andinure to the benefit of the parties hereto and their respective successors andassigns.

 

(d)           The Credit Parties agree to pay allreasonable expenses, including legal fees and disbursements incurred by theAdministrative Agent in connection with this Amendment and the transactionscontemplated hereby.

 

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IN WITNESSWHEREOF, the parties hereto have executed this Amendment which shall be deemedto be a sealed instrument as of the date first above written.

 
|   | BORROWER                            |
|--------|-------------------------------------|
|   |                                |   |
|   | AFFINITY GROUP, INC.                |
|   |                                |   |
|   |                                |   |
|   | By:                                 | /s/  Mark J. Boggess |
|   |                                | Name: | Mark J.  Boggess |
|   |                                | Title: | Senior Vice President |
|   |                                |   |
|   | SUBSIDIARIES/GUARANTORS             |
|   |                                |   |
|   | A - B DEVELOPMENT CO.               |
|   |                                |   |
|   | By:                                 | AGI PROPERTIES OF COLORADO, INC., a General Partner |
|   |                                |   |
|   | By:                                 | /s/  Mark J. Boggess |
|   |                                | Name: | Mark J.  Boggess |
|   |                                | Title: | Senior Vice President |
|   |                                |
|   | AFFINITY BROKERAGE, INC.            |
|   |                                |   |
|   | By:                                 | /s/  Mark J. Boggess |
|   |                                | Name: | Mark J. Boggess |
|   |                                | Title: | Senior Vice President |
|   |                                |   |
|   | AFFINITY ROAD AND TRAVEL CLUB, INC. |
|   |                                |   |
|   | By:                                 | /s/  Mark J. Boggess |
|   |                                | Name: | Mark J.  Boggess |
|   |                                | Title: | Senior Vice  President |
|   |                                |   |   |
|   | AGI PROPERTIES OF COLORADO, INC.    |
|   |                                |   |
|   | By:                                 | /s/  Mark J. Boggess |
|   |                                | Name: | Mark J.  Boggess |
|   |                                | Title: | Senior Vice President |
|        |                                     |  |  |  |  |

 

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|   | AGI REAL ESTATE HOLDINGS, INC. |
|--------|--------------------------------|
|   |                           |   |
|   | By:                            | /s/  Mark J. Boggess |
|   |                           | Name: | Mark J. Boggess |
|   |                           | Title: | Senior Vice President |
|   |                           |   |
|   | CAMP COAST TO COAST, INC.      |
|   |                           |   |
|   | By:                            | /s/  Mark J. Boggess |
|   |                           | Name: | Mark J. Boggess |
|   |                           | Title: | Senior Vice President |
|   |                           |   |   |
|   | CAMPING REALTY, INC.           |
|   |                           |   |
|   | By:                            | /s/  Mark J. Boggess |
|   |                           | Name: | Mark J. Boggess |
|   |                           | Title: | Senior Vice President |
|   |                           |   |
|   | CAMPING WORLD, INC.            |
|   |                           |   |
|   | By:                            | /s/  Mark J. Boggess |
|   |                           | Name: | Mark J. Boggess |
|   |                           | Title: | Senior Vice President |
|   |                           |   |
|   | CWI, INC.                      |
|   |                           |   |
|   | By:                            | /s/  Mark J. Boggess |
|   |                           | Name: | Mark J. Boggess |
|   |                           | Title: | Senior Vice President |
|   |                           |   |
|   | CW MICHIGAN, INC.              |
|   |                           |   |
|   | By:                            | /s/  Mark J. Boggess |
|   |                           | Name: | Mark J. Boggess |
|   |                           | Title: | Senior Vice President |
|        |                                |  |  |  |

 

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|   | CW TEXAS, LP                    |
|--------|---------------------------------|
|   |                            |   |
|   | By:                             | AFFINITY GROUP, INC., its General Partner |
|   |                            |   |
|   | By:                             | /s/  Mark J. Boggess |
|   |                            | Name: | Mark J. Boggess |
|   |                            | Title: | Senior Vice President |
|   |                            |   |
|   | EHLERT PUBLISHING GROUP, INC.   |
|   |                            |   |
|   | By:                             | /s/  Mark J. Boggess |
|   |                            | Name: | Mark J. Boggess |
|   |                            | Title: | Senior Vice President |
|   |                            |   |
|   | EXPOSITIONS GROUP, INC.         |
|   |                            |   |
|   | By:                             | /s/  Mark J. Boggess |
|   |                            | Name: | Mark J. Boggess |
|   |                            | Title: | Senior Vice President |
|   |                            |   |
|   | GOLF CARD HOLDING CORPORATION   |
|   |                            |   |
|   | By:                             | /s/  Mark J. Boggess |
|   |                            | Name: | Mark J. Boggess |
|   |                            | Title: | Senior Vice President |
|   |                            |   |
|   | GOLF CARD INTERNATIONAL CORP.   |
|   |                            |   |
|   | By:                             | /s/  Mark J. Boggess |
|   |                            | Name: | Mark J. Boggess |
|   |                            | Title: | Senior Vice President |
|   |                            |   |
|   |                            |   |
|   | GOLF CARD RESORT SERVICES, INC. |
|   |                            |   |
|   | By:                             | /s/  Mark J. Boggess |
|   |                            | Name: | Mark J. Boggess |
|   |                            | Title: | Senior Vice President |

 

81

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|   | GSS ENTERPRISES, INC.            |                      |
|--------|----------------------------------|---------------------------|
|   |                             |                      |   |
|   | By:                              | /s/  Mark J. Boggess |
|   |                             | Name:                     | Mark J. Boggess |
|   |                             | Title:                    | Senior Vice President |
|   |                             |                      |   |
|   | TL ENTERPRISES, INC.             |
|   |                             |                      |   |
|   | By:                              | /s/  Mark J. Boggess |
|   |                             | Name:                     | Mark J. Boggess |
|   |                             | Title:                    | Senior Vice President |
|   |                             |                      |   |
|   | VBI, INC.                        |                      |
|   |                             |                      |   |
|   | By:                              | /s/  Mark J. Boggess |
|   |                             | Name:                     | Mark J. Boggess |
|   |                             | Title:                    | Senior Vice President |
|   |                             |                      |   |
|   | WOODALL PUBLICATIONS CORPORATION |
|   |                             |                      |   |
|   | By:                              | /s/  Mark J. Boggess |
|   |                             | Name:                     | Mark J. Boggess |
|   |                             | Title:                    | Senior Vice President |
|   |                             |                      |   |
|   | CAMPING WORLD RV SALES, INC.     |
|   |                             |                      |   |
|   | By:                              | /s/  Mark J. Boggess |
|   |                             | Name:                     | Mark J. Boggess |
|   |                             | Title:                    | Senior Vice President |
|   |                             |                      |   |
|   | THUNDER PRESS, INC.              |
|   |                             |                      |   |
|   | By:                              | /s/  Mark J. Boggess |
|   |                             | Name:                     | Mark J. Boggess |
|   |                             | Title:                    | Senior Vice President |
|        |                                  |                           |  |  |  |

 

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|   | COAST MARKETING GROUP, INC.                      |
|--------|--------------------------------------------------|
|   |                                             |   |   |
|   | By:                                              | /s/  Mark J. Boggess |
|   |                                             | Name: | Mark J. Boggess |
|   |                                             | Title: | Senior Vice President |
|   |                                             |   |   |
|   | POWER SPORTS MEDIA, INC.                         |
|   |                                             |   |   |
|   | By:                                              | /s/  Mark J. Boggess |
|   |                                             | Name: | Mark J. Boggess |
|   |                                             | Title: | Senior Vice President |
|   |                                             |   |   |
|   | CAMPING WORLD INSURANCE SERVICES OF NEVADA, INC. |
|   |                                             |   |   |
|   | By:                                              | /s/  Mark J. Boggess |
|   |                                             | Name: | Mark J. Boggess |
|   |                                             | Title: | Senior Vice President |
|        |                                                  |  |  |  |

 

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**RATIFICATIONOF NONRECOURSE GUARANTY**

 

The undersigned guarantor hereby acknowledges and consents to theforegoing Amendment as of the date hereof, and agrees that the NonrecourseGuaranty and Pledge Agreement dated as of November 13, 1998 remains in fullforce and effect, and the undersigned confirms and ratifies all of itsobligations thereunder.

 
|   | AFFINITY GROUP HOLDING, INC. |
|--------|------------------------------|
|   |                         |
|   |                         |
|   | By:                          | /s/  Mark J. Boggess |   |
|   |                         | Name: | Mark J. Boggess |
|   |                         | Title: | Senior Vice President |
|        |                              |  |  |  |

 

84

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| SIGNATURE PAGES OF LENDERS |                                                  |                          |                  |
|----------------------------|-------------------------------------------------------|-------------------------------|-----------------------|
|                       |                                                  |                          |                  |
|                       | FLEET NATIONAL BANK                                   |                          |
|                       |                                                  |                          |                  |
|                       |                                                  |                          |                  |
|                       | By:                                                   | /s/  Peter van der Horst |                  |
|                       |                                                  | Name:                         | Peter van der Horst   |
|                       |                                                  | Title:                        | Director              |
|                       |                                                  |                          |                  |
| SIGNATURE PAGES OF LENDERS |                                                  |                          |                  |
|                       | THE PROVIDENT BANK                                    |                          |
|                       |                                                  |                          |                  |
|                       |                                                  |                          |                  |
|                       | By:                                                   | /s/  Nick Jevic          |                  |
|                       |                                                  | Name:                         | Nick Jevic            |
|                       |                                                  | Title:                        | Senior Vice President |
|                       |                                                  |                          |                  |
| SIGNATURE PAGES OF LENDERS |                                                  |                          |                  |
|                       |                                                  |                          |                  |
|                       | CIBC INC.                                             |                          |
|                       |                                                  |                          |                  |
|                       |                                                  |                          |                  |
|                       | By:                                                   | /s/  Keith Labbate       |                  |
|                       |                                                  | Name:                         | Keith Labbate         |
|                       |                                                  | Title:                        | Executive Director    |
|                       |                                                  |                          |                  |
| SIGNATURE PAGES OF LENDERS |                                                  |                          |                  |
|                       |                                                  |                          |                  |
|                       | USBANK (as successor in interest to Firstar Bank N.A. |
|                       |                                                  |                          |                  |
|                       |                                                  |                          |                  |
|                       | By:                                                   | /s/  Eric A. Walker      |                  |
|                       |                                                  | Name:                         | Eric A. Walker        |
|                       |                                                  | Title:                        | Vice President        |
|                            |                                                       |                               |                       |  |  |  |  |

 

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| SIGNATURE PAGES OF LENDERS |                                  |                                            |                       |
|----------------------------|---------------------------------------|-------------------------------------------------|----------------------------|
|                       |                                  |                                            |                       |
|                       | GOLDENTREE LOAN OPPORTUNITIES I, LTD. |
|                       |                                  |                                            |                       |
|                       | By:                                   |                                            |                       |
|                       |                                  |                                            |                       |
|                       |                                  |                                            |                       |
|                       | By:                                   | /s/  Fred Haddad                           |                       |
|                       |                                  | Name:                                           | Fred Haddad                |
|                       |                                  | Title:                                          | Partner, Portfolio Manager |
|                       |                                  |                                            |                       |
| SIGNATURE PAGES OF LENDERS |                                  |                                            |                       |
|                       |                                  |                                            |                       |
|                       | CITIZENS BANK OF MASSACHUSETTS        |
|                       |                                  |                                            |                       |
|                       |                                  |                                            |                       |
|                       | By:                                   | /s/  Peter Kirkiris                        |                       |
|                       |                                  | Name:                                           | Peter Kirkiris             |
|                       |                                  | Title:                                          | Assistant Vice President   |
|                       |                                  |                                            |                       |
| SIGNATURE PAGES OF LENDERS |                                  |                                            |                       |
|                       |                                  |                                            |                       |
|                       | ARCHIMEDES FUNDING II LTD.            |
|                       |                                  |                                            |                       |
|                       |                                  |                                            |                       |
|                       | By:                                   | ING Capital Advisors LLC as Collateral  Manager |
|                       |                                  |                                            |                       |
|                       | By:                                   | /s/  John J. D’Angelo                 |                       |
|                       |                                  | Name:                                           | John J. D’Angelo      |
|                       |                                  | Title:                                          | Vice President             |
|                       |                                  |                                            |                       |
| SIGNATURE PAGES OF LENDERS |                                  |                                            |                       |
|                       |                                  |                                            |                       |
|                       | ENDURANCE CLO I, LTD.                 |
|                       |                                  |                                            |                       |
|                       |                                  |                                            |                       |
|                       | By:                                   | /s/  John J. D’Angelo                 |                       |
|                       |                                  | Name:                                           | John J. D’Angelo      |
|                       |                                  | Title:                                          | Vice President             |
|                            |                                       |                                                 |                            |  |  |

 

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| SIGNATURE PAGES OF LENDERS |                                |                                                          |            |
|----------------------------|-------------------------------------|---------------------------------------------------------------|-----------------|
|                       |                                |                                                          |            |
|                       | FIRST SOURCE LOAN OBLIGATIONS TRUST |
|                       |                                |                                                          |            |
|                       | By:                                 | First Source Financial, Inc., its Servicer  and Administrator |
|                       |                                |                                                          |            |
|                       |                                |                                                          |            |
|                       | By:                                 | /s/  Maureen S. Ault                                     |            |
|                       |                                | Name:                                                         | Maureen S. Ault |
|                       |                                | Title:                                                        | Vice President  |
|                       |                                |                                                          |            |
| SIGNATURE PAGES OF LENDERS |                                |                                                          |            |
|                       |                                |                                                          |            |
|                       | ELF FUNDING TRUST III               |
|                       |                                |                                                          |            |
|                       |                                |                                                          |            |
|                       | By:                                 | New York Life Investment Management LLC                       |
|                       |                                | As Attorney in Fact                                           |            |
|                       |                                |                                                          |            |
|                       | By:                                 | /s/  Robert H. Dial                                      |            |
|                       |                                | Name:                                                         | Robert H. Dial  |
|                       |                                | Title:                                                        | Vice President  |
|                       |                                |                                                          |            |
| SIGNATURE PAGES OF LENDERS |                                |                                                          |            |
|                       |                                |                                                          |            |
|                       | LANDMARK II CDO LIMITED             |
|                       |                                |                                                          |            |
|                       |                                |                                                          |            |
|                       | By:                                 | Aladdin Asset Management LLC, as Manager                      |
|                       |                                |                                                          |            |
|                       |                                |                                                          |            |
|                       | By:                                 | /s/  Gilles Marchand                                     |            |
|                       |                                | Name:                                                         | Gilles Marchand |
|                       |                                | Title:                                                        |            |
|                            |                                     |                                                               |                 |  |  |  |

 

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