**EXHIBIT10.35**

 

AFFINITY GROUP,INC.

 

PROMISSORY NOTE

 

Ventura, California

June 10, 2009

 

FOR VALUE RECEIVED, Affinity Group, Inc., a Delaware corporation(the “Maker”) promises to pay to the order of SA Holding, LLC, a Minnesotalimited liability company (the “Payee”), or order, the principal sum of twomillion dollars ($2,000,000), or so much thereof as has been advanced by Payeeto Maker, together with interest from the date advanced on the principalbalance outstanding from time to time. Interest shall be paid at the Reference Rate (hereinafter defined) plustwo per cent (2%) per annum.  Principaland interest shall be paid on the Maturity Date (hereinafter defined). Untilpaid, interest shall be compounded monthly.

 

The Maker may, at any time, prepay all or any part of the unpaidprincipal balance of this Note without premium or prepayment penalty.  All payments made hereunder shall be firstapplied to accrued interest and then to the unpaid principal balances.

 

This Note is made pursuant to the terms of a loan agreement dated as ofJune 10, 2009 between the Maker and the Payee (the “Loan Agreement”).  Unless otherwise defined herein, capitalizedterms used herein shall have the meanings given to them in the Loan Agreement.

 

If any amount hereunder is not paid when such amount is due forpayment, and if Maker shall fail to cure said default within five businessdays, then the whole amount evidenced by this Note shall, at the option of thePayee, become immediately due and payable, and the holder shall have the rightto institute any proceedings upon this Note and any lien given to secure thesame for the purpose of collecting the principal and interest, with costs andexpenses, including reasonable attorneys’ fees. The Maker hereby waives presentment, demand, protest, and notice ofdishonor except as provided above.  TheMaker shall pay on demand all reasonable and necessary costs, including courtcosts and reasonable attorneys’ fees, paid or incurred by Payee hereof inenforcing this Note, which costs and attorneys’ fees shall also be awarded inany judgment entered in a suit or arbitration to enforce this Note.

 

If any payment of principal or interest is not paid within fivecalendar days of its due date, the Maker shall pay, in addition to such otheramounts as may be due and payable hereunder, a late charge equal in amount to5% of the amount of such delinquent payment. In addition, after acceleration of this Note by the Payee ashereinbefore provided, the unpaid principal balance hereof shall, thereafter,bear interest at four percent in excess of the Reference Rate rather than twopercent in excess of the Reference Rate.

 

As used herein, “Reference Rate” means the rate of interest payablefrom time to time by the Maker in respect of the loans made by the terms of the Amended andRestated Credit Agreement dated as of June 24, 2003, as amended, amongMaker, the 

 

1

----

 

guarantors party thereto, the lenders party thereto, Canadian ImperialBank of Commerce, as syndication agent and as administrative agent and GeneralElectric Capital Corporation, as documentation agent (the “Senior SecuredCredit Agreement”), as such rate may be changed from time to time.

 

As used herein, “Maturity Date” means the date on which theindebtedness under the Senior Secured Credit Agreement is paid in full, whetherat maturity thereof, acceleration thereof, realization upon the collateralsecuring such indebtedness, or otherwise.

 

This Note is a contract made under the laws of the State of Minnesota,and, together with the rights and obligations of Payee and the Maker hereundershall be construed, interpreted and enforced under the laws of Minnesota.

 

IN WITNESS WHEREOF, the Maker has caused this Note to be signed by itsofficer and hereunto authorized, as of the date first above written.

 

 
|   | AFFINITY GROUP,  INC. |
|--------|-----------------------|
|   |                  |
|   |                  |
|   | By:                   | /s/ Michael  Schneider |
|   |                  | Michael  Schneider |
|   | Its:                  | Chief Executive  Officer |

 

2

----