Exhibit 10.31


 


TENTH AMENDMENT TO CREDIT
AGREEMENT


 


This
TENTH AMENDMENT TO CREDIT AGREEMENT dated as of June 5, 2009 (this “Amendment”),
among AFFINITY GROUP, INC. (the “Borrower”), THE GUARANTORS PARTY HERETO
(the “Guarantors”), THE LENDERS PARTY HERETO (the “Lenders”),
CANADIAN IMPERIAL BANK OF COMMERCE, as Syndication Agent (the “Syndication
Agent”), CANADIAN IMPERIAL BANK OF COMMERCE (“CIBC”), as
Administrative Agent (the “Administrative Agent”), and GENERAL ELECTRIC
CAPITAL CORPORATION, as Documentation Agent (the “Documentation Agent”
and together with the Administrative Agent and the Syndication Agent, the “Agents”).


 


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


 


WHEREAS,
the Borrower has requested extensions of the maturity dates for the Revolving
Credit Loans and the Term Loans;


 


WHEREAS,
the Borrower has requested, and the Lenders will require, certain other
modifications to the Credit Agreement;


 


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


 


1.                                       Reference
to Credit Agreement.  Reference
is made to the Amended and Restated Credit Agreement dated as of June 24,
2003, as amended by the First Amendment to Credit Agreement dated as of February 18,
2004, the Second Amendment to Credit Agreement dated as of June 30, 2004,
the Third Amendment to Credit Agreement dated as of November 12, 2004, the
Fourth Amendment to Credit Agreement dated as of March 24, 2005, the Fifth
Amendment to Credit Agreement dated as of November 13, 2005, the Sixth
Amendment to Credit Agreement dated as of March 3, 2006, the Seventh
Amendment to Credit Agreement dated as of June 8, 2006, the Eighth
Amendment to Credit Agreement dated as of February 27, 2007 and the Ninth
Amendment to Credit Agreement dated as of September 8, 2008 among the
Borrower, the Guarantors, the Lenders, the Syndication Agent, the Administrative
Agent and the Documentation Agent (as amended on or prior to the date hereof
and as it may be further amended or amended and restated from time to time, the
“Credit Agreement”).  Capitalized
terms used herein which are defined in the Credit Agreement have the same
meanings herein as therein, except to the extent that such meanings are amended
hereby.


 


2.                                       Amendments
to Credit Agreement.  Effective
upon the satisfaction of the conditions set forth in Section 5, the Credit
Parties, the Lenders, and the Agents agree that the Credit Agreement is hereby
amended as follows:


 


(a)                                  The definition
of “Adjusted Base Rate” set forth in Section 1.1 of the Credit
Agreement is hereby deleted and replaced by the following:


 


“Adjusted Base Rate” means, for any day, a rate per annum equal
to the greatest of (a) the Prime Rate in effect on such day, (b) the
Federal Funds Effective Rate in effect 


 

















 


on
such day plus 1/2 of 1% and (c) 3.75% per annum.  Any change in the Adjusted Base Rate due to a
change in the Prime Rate or the Federal Funds Effective Rate shall be effective
from and including the effective date of such change in the Prime Rate or the
Federal Funds Effective Rate, respectively.


 


(b)                                 The definition
of “Applicable Margin” set forth in Section 1.1 of the Credit
Agreement is hereby deleted and replaced by the following:


 


“Applicable Margin” means for Revolving Credit Loans, Swing
Loans and Term Loans, (i) 7.00% in the case of Base Rate Loans and (ii) 8.00%
in the case of Eurodollar Loans; provided that if a Camping World
Financing and the prepayment of the Loans by not less than $18,500,000 with the
proceeds thereof has not been consummated by September 15, 2009, the
Applicable Margin shall be (i) 9.00% in the case of Base Rate Loans and (ii) 10.00%
in the case of Eurodollar Loans.


 


(c)                                  The definition
of “Cash Interest Expense” set forth in section 1.1 of the Credit
Agreement is hereby amended by deleting the last sentence in the first
paragraph thereof and replacing it with the following:


 


Notwithstanding
anything contained in the foregoing which may be to the contrary, consent fees,
waiver fees, deferred financing costs or intangible assets which are paid or
are written off as a consequence of the waiver, amendment, repayment or
discharge of Indebtedness shall not be included in Cash Interest Expense.


 


(d)                                 The definition
of “Consolidated Fixed Charge Coverage Ratio” set forth in section 1.1
of the Credit Agreement is hereby deleted and replaced by the following:


 


“Consolidated Fixed Charges Ratio” means, as at any date, the
ratio of (a) the total of (i) EBITDA
for the period of four consecutive fiscal quarters ending on or most recently
ended prior to such date minus (ii) the aggregate amount of all
Non-Financed Capital Expenditures made during such period plus (iii) any
increase in Deferred Revenues during such period minus (iv) any
decrease in Deferred Revenues during such period, to (b) the
sum for the Credit Parties (determined on a consolidated basis without
duplication in accordance with GAAP) of the following: (i) Cash Interest
Expense for such period, plus (ii) all regularly scheduled payments
of principal on any Indebtedness (including the Term Loans and the principal
component of any payments in respect of Capital Lease Obligations, but
excluding (x) any prepayments pursuant to Section 2.10 (y) any
Senior Principal Refunding Payments and (z) the Hedging Agreement
settlement payment made on the Tenth Amendment Date in an aggregate amount not
to exceed $2,400,000) for such period plus (iii) the aggregate amount
paid, or required to be paid (without duplication as between fiscal periods),
in cash in respect of income, franchise and other like taxes (excluding real
estate taxes) for such period (to the extent not deducted in determining EBITDA
for such period) (but excluding any accrued tax liability not paid in cash
resulting from the election by the Borrower to be treated as an “S Corporation”
under the Code or from the election by the Borrower to treat any of the
Guarantors as “Qualified Subchapter S Subsidiaries” under the Code) plus
(iv) Permitted Tax Distributions to the extent paid in cash during such
period plus (v) any payments in respect of deferred compensation to
the extent paid in cash during such period but excluding any payments in
respect of Phantom Stock Agreements.


 


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(e)                                  The definition
of “Consolidated Senior Leverage Ratio” set forth in Section 1.1 of
the Credit Agreement is hereby deleted and replaced by the following:


 


“Consolidated Senior Leverage Ratio” means, as at any date, the
ratio of (a) Senior Debt minus cash and Cash Equivalents held by
the Credit Parties on such date to the extent such cash and Cash Equivalents
are unrestricted and available for the payment of the debts of the Credit
Parties in an aggregate amount not in excess of the sum of $10,000,000 plus
cash collateral held by the Issuing Lender pursuant to Section 2.4(c)(ii) to
(b) EBITDA for the period of four consecutive fiscal quarters ending on or
most recently ended prior to such date.


 


(f)                                    The definition
of “Consolidated Total Leverage Ratio” set forth in Section 1.1 of
the Credit Agreement is hereby deleted and replaced by the following:


 


“Consolidated Total Leverage Ratio” means, as at any date, the
ratio of (a) the Indebtedness of the Credit Parties excluding amounts
described in clauses (d) and (g) of the definition of “Indebtedness”
(determined on a consolidated basis without duplication in accordance with
GAAP), including Subordinated Indebtedness, minus cash and Cash
Equivalents held by such Credit Parties on such date to the extent to such cash
and Cash Equivalents are unrestricted and available for the payment of the
debts of the Credit Parties in an aggregate amount not in excess of the sum of
$10,000,000 plus cash collateral held by the Issuing Lender pursuant to Section 2.4(c)(ii) to
(b) EBITDA for the period of four consecutive fiscal quarters ending on or
most recently ended prior to such date.


 


(g)                                 The definition
of “Controlled Dividend Account” set forth in Section 1.1 of the
Credit Agreement is hereby deleted.


 


(h)                                 The last
sentence of the first paragraph in the definition of “EBITDA” set forth
in Section 1.1 of the Credit Agreement is hereby deleted and replaced with
the following:


 


“Notwithstanding the foregoing which may be to the contrary, amounts
accrued or paid as consent fees, waiver fees, deferred financing costs or
intangible assets which are written off as a consequence of the waiver,
amendment, repayment or discharge of Indebtedness under the Credit Agreement
and, commencing with the fiscal year ending December 31, 2009, any costs,
expenses or payments made in connection with termination of employees, shall
not be deducted in determining operating income; provided,
however, that during the term of this
Agreement, the aggregate amount (on a cumulative basis) of costs, expenses or
payments in connection with the termination of employees not deducted from
operating income pursuant to this sentence shall not exceed $1,500,000 in
the aggregate.”


 


(i)                                     The definition
of “Excess Cash Flow” set forth in Section 1.1 of the Credit
Agreement is hereby amended by deleting clause (iii) contained therein and
replacing clause (iii) with the following:


 


“(iii) (A) the
Senior Principal Refunding Payments described in clause (ii) of the
definition thereof, (B) the Hedging Agreement settlement payment made on
the Tenth Amendment Date in an aggregate amount not to exceed $2,400,000, and (C) all
regularly scheduled payments, mandatory prepayments and voluntary prepayments
(other than any 


 


3

















 


voluntary
prepayments in respect of the Revolving Credit Loans) of principal on any
Indebtedness (including the Term Loans and the principal component of any
payments in respect of Capital Lease Obligations for such fiscal year,


 


(j)                                     The definition
of “Initial Controlled Dividend Account” set forth in Section 1.1
of the Credit Agreement is hereby deleted.


 


(k)                                  The definition
of “Working Capital” set forth in Section 1.1 of the Credit Agreement
is hereby deleted and replaced by the following:


 


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


 


(l)                                     The following
new defined terms are hereby added to Section 1.1 of the Credit Agreement
in alphabetical order:


 


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


 


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


 


“Camping World Credit Facility” means a credit facility
established pursuant to the Camping World Credit Agreement having market terms
and conditions as determined by the Administrative Agent, secured by a first
lien on the equity and/or assets of the Camping World Entities and providing
aggregate revolving credit commitments not less than $20,000,000 and not in
excess of $35,000,000.


 


“Camping World Entities” means CWI, Inc., Camping World, Inc.
and their Subsidiaries.


 


“Camping World Financing” has the meanings set forth in Section 6
of the Tenth Amendment.


 


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


 


“Camping World Subordination Agreement” means the Subordination
and Intercreditor Agreement to be executed and delivered by all of the Camping
World Entities, the Administrative Agent and the Camping World Lenders,
subordinating the obligations of the Camping World Entities with respect to the
Loans to the Camping World Credit Facility, as such agreement may be amended,
supplemented or otherwise modified from time to time, in form and substance
satisfactory to the Required Lenders.


 


“Note Repurchase Loans” means Indebtedness incurred by the
Borrower under the Second Lien Loan Documents, the proceeds of which are used
to repurchase Senior 


 


4

















 


Subordinated
Notes for a purchase price less than the outstanding principal amount of the
repurchased Senior Subordinated Notes (which repurchased Senior Subordinated
Notes shall be cancelled after such repurchase); provided
that no Default shall have occurred and be continuing at the time of or as a
consequence of the incurrence of such Note Repurchase Loans and the Borrower
may incur such Note Repurchase Loans only if (a) the aggregate principal
amount of such Note Repurchase Loans is permitted to be incurred under the
Senior Subordinated Note Indenture and the Holding Company Notes Indenture, (b) after
giving effect to the incurrence of such Note Repurchase Loans and the receipt
and application of the proceeds thereof, the ratio of the aggregate principal
amount of Indebtedness of the Credit Parties secured by Liens to EBITDA for the
period of four consecutive fiscal quarters for which financial statements have
been delivered to the Administrative Agent pursuant to Section 6.1(a) does
not exceed 3.00 to 1.00 and in any event the aggregate principal amount of all
Note Repurchase Loans shall not exceed $10,000,000, (c) there will be no
principal payments in respect of such Note Repurchase Loans scheduled or
required to be paid prior to the date occurring four months after the later to
occur of the Revolving Credit Maturity Date and the Term Loan Maturity Date, (d) during
any period, the amount of interest in respect of such Note Repurchase Loans
shall not exceed the amount of interest that would have been payable during
such period on the Senior Subordinated Notes repurchased with the proceeds of
such Note Repurchase Loans, (e) the obligations of the Borrower thereunder
shall be subordinated to the Loans pursuant to the Second Lien Subordination
Agreement and (f) the Note Repurchase Loans shall not be secured by any
collateral that does not secure the Loans.


 


“Second Lien
Agent” means New York Life Investment Management LLC as administrative
agent for the Second Lien Lenders.


 


“Second Lien Lenders” means the lenders of the Note Repurchase
Loans.


 


“Second Lien Loan Documents” means the (i) Second Lien Note Purchase Agreement among
Borrower, the Guarantors party thereto, the Second Lien Lenders and the Second
Lien Agent, (ii) the Bond Purchase Agreement between Borrower and Second
Lien Agent, (iii) the Security Agreement between Borrower and Second Lien
Agent, (iv) the Pledge Agreement among Borrower, the Guarantors party
thereto and Second Lien Agent, (v) the Non-Recourse Pledge Agreement
between the Holding Company and Second Lien Agent and (vi) the Trademark
Security Agreement among Borrower, the Guarantors party thereto and Second Lien
Agent, each in form and substance satisfactory to the Administrative Agent.


 


“Second Lien Subordination Agreement” means the Subordination
and Intercreditor Agreement executed and delivered by all of the Credit Parties
and the Second Lien Agent, substantially in the form of Exhibit B
annexed to the Tenth Amendment to the Credit Agreement, as such agreement may
be amended, supplemented or otherwise modified from time to time, in form and
substance satisfactory to the Administrative Agent.


 


“Senior Principal Refunding Payments” means (i) any
principal payment made pursuant to Section 2.10(b) to refund any
portion of the Term Loans, and (ii) the principal payments required by the
second sentence of Section 2.9(b) which may be refunded with
indebtedness permitted by Section 7.1(i).


 


“Tenth Amendment Date” means June 5, 2009.


 


(m)                               The definition
of “LIBO Rate” set forth in Section 1.1 of the Credit Agreement is
hereby deleted and replaced by the following:


 


“LIBO Rate” means, with respect to any Eurodollar Borrowing for
any Interest Period, the greater of (a) the rate appearing on Dow Jones
Markets Page 3750 (or on any successor or substitute page of such
Service, or any successor to or substitute for such Service, providing rate
quotations comparable to those currently provided on such page of such
Service, as determined by the Administrative Agent from time to time for 


 


5

















 


purposes
of providing quotations of interest rates applicable to U.S. dollar deposits in
the London interbank market) at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period, as the rate
for U.S. dollar deposits with a maturity comparable to such Interest Period and
(b) 2.75% per annum.  In the event
that such rate is not available at such time for any reason, then the “LIBO
Rate” with respect to such Eurodollar Borrowing for such Interest Period
shall be the rate at which U.S. dollar deposits of $5,000,000, and for a
maturity comparable to such Interest Period, are offered by the principal
London office of the Administrative Agent in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period.  Notwithstanding the Interest Period specified
in any Borrowing Request or Interest Election Request, the rate used to
calculate the LIBOR Rate for any Interest Period shall never be less
than the rate per annum attributable to a three
month LIBOR Interest Period.


 


(n)                                 The definition
of “Loan Documents” set forth in Section 1.1 of the Credit
Agreement is hereby deleted and replaced by the following:


 


“Loan Documents” means this Agreement, any promissory notes
evidencing Loans hereunder, the Collateral Documents, the Affiliate
Subordination Agreement, the Second Lien Subordination Agreement, and any other
instruments or documents delivered or to be delivered by any Credit Party or
Affiliate thereof from time to time pursuant to this Agreement.


 


(o)                                 The definition
of “Revolving Credit Commitment” is amended by deleting the reference to
“$35,000,000” and replacing it with “$25,000,000” and by deleting the last
sentence thereof.


 


(p)                                 The definition
of “Revolving Credit Maturity Date” is amended by deleting the reference
to “June 24, 2009” and replacing it with “March 31, 2010.”


 


(q)                                 The definition
of “Subordinated Indebtedness” set forth in Section 1.1 of the
Credit Agreement is hereby deleted and replaced by the following:


 


“Subordinated Indebtedness” means (a) the Senior
Subordinated Notes, (b) the Note Repurchase Loans under the Second Lien
Loan Documents, (c) Indebtedness due to an Adams Party as described in
Sections 7.1(i) and (j), and (d) any Indebtedness of any Credit Party
which matures in its entirety later than the Loans and by its terms (or by the
terms of the instrument under which it is outstanding and to which appropriate
reference is made in the instrument evidencing such Subordinated Indebtedness)
is made subordinate and junior in right of payment to the Loans and to such
Credit Party’s other obligations to the Lenders hereunder by provisions
reasonably satisfactory in form and substance to the Administrative Agent, the
Syndication Agent and Special Counsel.


 


(r)                                    The definition
of “Term Loan Maturity Date” is amended by deleting the reference to “June 24,
2009” and replacing it with “March 31, 2010.”


 


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(s)                                  Section 2.1(c) (Incremental
Term Loans) is hereby amended by replacing the reference to “Term Loan Maturity
Date” in clause (i) with “Tenth Amendment Date” and by adding the
following at the end of such section:


 


“(iii)                         Notwithstanding
the foregoing to the contrary, (A) the requirement that the $1,000,000 Series B
Incremental Term Loans funded on the Tenth Amendment Date be in an aggregate
principal amount of not less than $10,000,000 is hereby waived, and (B) upon
the consummation of the $1,000,000 Series B Incremental Term Loans funded
on the Tenth Amendment Date, the Borrower shall not have the right to request
further Incremental Term Loan Commitments.”


 


(t)                                    Section 2.4(a) (Letters
of Credit) is hereby amended by adding the following after the word Guarantor
in the first sentence thereof, “(excluding, after the Tenth Amendment Date, any
Camping World Entity)” and adding the following at the end of such section, “To
the extent that any Letters of Credit are outstanding on the Tenth Amendment
Date for the account of any Camping World Entity, the Borrower will cause such
Camping World Entity Letters of Credit to be replaced on the date of the
consummation of the Camping World Credit Facility by letters of credit issued
pursuant to the Camping World Credit Facility.”


 


(u)                                 Section 2.9(b) (Repayment
of Loans) is hereby amended by adding the following after the first sentence
thereof:


 


“In
addition to such quarterly principal payments, the Borrower hereby
unconditionally promises to make Senior Principal Refunding Payments equal to
an additional principal payment of $7,500,000 on September 1, 2009 and an
additional principal payment of $7,500,000 on February 27, 2010.”


 


(v)                                 Section 2.10(b)(ii) (Offering
of Debt or Equity) is hereby amended by adding the following at the end of such
paragraph:


 


“Notwithstanding
the foregoing to the contrary, upon the consummation of the Camping World
Financing, the Borrower shall make a Senior Principal Refunding Payment on the
principal amount of the Term Loans hereunder in an aggregate amount not less
than the greater of $18,500,000 or the Net Cash Payments of the Camping World
Financing except that for the thirty-day period commencing with the Tenth
Amendment Date, the Term Loans acquired by the Effective Date Assignee on the
Tenth Amendment Date (whether held by the Effective Date Assignee or its
assignees) shall benefit from any such payment resulting from the consummation
of the Camping World Financing only to the extent of Net Cash Payments of the
Camping World Financing in excess of $10,000,000.”


 


(w)                               Section 2.10(b)(iv) (Excess
Cash Flow) is hereby deleted and replaced by the following:


 


“(iv)                        Excess Cash
Flow.  Not later than the date 90
days after the end of each fiscal year of the Borrower commencing with the
fiscal year ending December 31, 2009, the Borrower shall prepay the Loans
(and/or provide cover for LC Exposure as specified in Section 2.4 (i)) and
reduce the Commitments as provided in Section 2.10(c) in an amount
equal to 100% of Excess Cash Flow for such fiscal year; provided,
however, that with respect to the fiscal year ending December 31,
2009, such prepayment shall be made no later than the date 85 days after the
end of such fiscal year.”


 


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(x)                                   Section 2.10(b)(vii) (Prepayments
from Controlled Dividend Account) is hereby deleted and replaced by the
following:


 


“(vii)                     [Reserved.]”


 


(y)                                 Section 2.11(a) (Fees)
is hereby amended by replacing the reference to “0.50%” in the first sentence
with “1.00%.”


 


(z)                                   Section 6.9
(Use of Proceeds) is hereby amended by deleting the third sentence thereof.


 


(aa)                            Section 6.10(a)(ii) (Certain
Obligations Respecting Subsidiaries and Collateral Security) is hereby deleted
and replaced by the following:


 


“(ii) to take such action (including delivering such shares of
stock and such UCC financing statements) as shall be necessary to create and
perfect valid and enforceable first priority Liens consistent with the
provisions of the applicable Collateral Documents but with respect to the
Camping World Entities subject to the Liens securing the Camping World Credit
Facility; and”


 


(bb)                          Section 6.14
(Controlled Dividend Amount) is hereby deleted in its entirety.


 


(cc)                            Section 7.1(b),
(c), (d), (e) and (f) are hereby deleted and replaced by the
following:


 


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


 


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


 


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


 


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


 


(f)                                    Senior
Subordinated Notes in an aggregate principal amount not in excess of the
aggregate amount of the Senior Subordinated Notes outstanding on the Tenth
Amendment Date, after giving effect to the issuance of the Note Repurchase
Loans and the repurchase or exchange of Senior Subordinated Notes with the
proceeds thereof;”


 


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(dd)                          Section 7.1
is hereby amended by deleting clause (g) and replacing in with the
following new clauses:


 


“(g)                           Indebtedness of
the Borrower pursuant to the Second Lien Loan Documents in respect of any Note
Repurchase Loans;


 


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


 


(i)                                     To the extent
that the Camping World Entities are unable or not permitted to make
distributions to the Borrower in amounts necessary to permit the Borrower to
make timely Senior Principal Refunding Payments under the second sentence of Section 2.9(b),
unsecured Indebtedness of the Credit Parties to the Adams Parties in an
aggregate amount not in excess of $15,000,000 (incurred in two tranches of
$7,500,000 on or about of the date of such principal payments); provided such Indebtedness shall be junior and subordinate
in right of payment to the obligations to the Lenders hereunder pursuant to
provisions reasonably satisfactory to the Administrative Agent and there will
be no principal or interest payments in respect of the such Indebtedness
scheduled or required to be paid prior to the date occurring four months after
the later to occur of the Revolving Credit Maturity Date and the Term Loan
Maturity Date; and


 


(j)                                     unsecured
Indebtedness of the Credit Parties to the Adams Parties equal to the amount of
cash interest payments on $16,000,000 in aggregate principal amount of the Term
Loans; provided such Indebtedness shall be
junior and subordinate in right of payment to the obligations to the Lenders
hereunder pursuant to provisions reasonably satisfactory to the Administrative
Agent and there will be no principal or interest payments in respect of the
such Indebtedness scheduled or required to be paid prior to the date occurring
four months after the later to occur of the Revolving Credit Maturity Date and
the Term Loan Maturity Date; provided, further,
that the Borrower’s obligation to pay interest on the Term Loans shall not be
contingent upon the receipt of the proceeds of any such Indebtedness.”


 


(ee)                            Section 7.2
of the Credit Agreement is hereby amended by deleting the “and” at the end of
clause (h), replacing the “.” at the end of clause (i) with a “;” and
adding the following to the end of such section:


 


“(j)                               Liens on the
assets of the Borrower securing the Indebtedness described in Section 7.1(g);
provided such Liens are subordinated to
the Lien securing the obligations to the Lenders hereunder pursuant to the
Second Lien Subordination Agreement; and


 


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


 


(ff)                                Section 7.3(c) is
hereby deleted and replaced by the following:


 


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


 


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(gg)                          The second
paragraph of Section 7.4 is hereby deleted and replaced by the following:


 


“Notwithstanding the
foregoing provisions of this Section 7.4:


 


(a)                                  any Subsidiary
(other than any Camping World Entity) may be merged or consolidated with or
into any other Subsidiary (other than any Camping World Entity) or into the
Borrower; provided that if any such transaction
shall be between a Subsidiary and a Wholly Owned Subsidiary, the Wholly Owned
Subsidiary shall be the continuing or surviving corporation;


 


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


 


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


 


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


 


(hh)                          Section 7.5(a)(i) (Investments)
is hereby deleted and replaced by the following:


 


“(i)Investments by any Credit Party in any other Credit Party (after
the Tenth Amendment Date, other than a Camping World Entity), advances by any
Credit Party to any other Credit Party (after the Tenth Amendment Date, other
than a Camping World Entity), in the ordinary course of business and capital
contributions by any Credit Party to any other Credit Party (after the Tenth
Amendment Date, other than a Camping World Entity), and after the Tenth
Amendment Date if and to the extent that the Camping World Entities do not have
in sufficient cash and availability under the Camping World Credit Facility or
otherwise to fund their working capital needs in the reasonable business
judgment of the Camping World board of directors or to fund capital
expenditures in accordance with Section 7.9(e), Investments by the
Borrower in the Camping World Entities (including any Indebtedness to the
Borrower permitted to be incurred under Section 7.1(i)) not in excess of
$2,500,000, such Investments to be utilized only for working capital purposes
or for capital expenditures in accordance with Section 7.9(e);”


 


(ii)                                  Section 7.5(a)(viii) (Investments)
is hereby deleted and replaced by the following:


 


“(viii)                  [Reserved.]”


 


(jj)                                  Section 7.5(b) (Hedging
Agreements) is hereby deleted and replaced by the following:


 


“(b)  From and after the Tenth Amendment Date, no Credit Party
will enter into any Hedging Agreement.”


 


10
















 


(kk)                            Section 7.6
(Restricted Payments) is hereby deleted and replaced by the following:


 


“7.6                           Restricted
Junior Payments and Cash Flow Distributions.  No Credit Party will declare or make any
Restricted Junior Payment at any time; provided, however, that


 


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


 


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


 


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


 


(iv) the Borrower may repurchase Senior Subordinated Notes from
the holders of the Senior Subordinated Notes (collectively, the “Note
Repurchases”) with the proceeds of Note Repurchase Loans, provided that the cash consideration paid by the Borrower
for Note Repurchases shall be less than the outstanding principal amount of the
repurchased Senior Subordinated Notes;


 


provided that nothing
herein shall be deemed to prohibit the making of any dividend or distribution
by a Subsidiary to any other Credit Party and by a Camping World Entity to any
other Camping World Entity.”


 


(ll)                                  Section 7.7(v) (Transactions
with Affiliates) is hereby deleted and replaced by the following:


 


“(v)  the Credit Parties may engage in arms-length transactions
for fair market value with or for the benefit of Affiliates not in excess of
$10,000,000 in any fiscal year in addition to payments and transactions
referred to in clauses (i) through (iv) above; and”


 


(mm)                      Section 7.8
(Restrictive Agreements) is hereby amended by adding the following at the end
of such section, “(C) Second Lien Loan Documents and (D) the Camping
World Credit Agreement.”


 


(nn)                          Section 7.9
(Certain Financial Covenants) is hereby deleted and replaced by the following:


 


“7.9                           Certain
Financial Covenants.


 


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


 


11

















 


	
  Period

  	
   

  	
  Ratio

  
	
  From January 1, 2009 through September 30,
  2009

  	
   

  	
  1.05 to 1.00

  
	
  From October 1, 2009 through December 31,
  2009

  	
   

  	
  1.08 to 1.00

  
	
  From January 1, 2010 and at all times
  thereafter

  	
   

  	
  1.15 to 1.00

  



 


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


 


	
  Period

  	
   

  	
  Ratio

  
	
  From January 1, 2009
  through June 30, 2009

  	
   

  	
  6.00 to 1.00

  
	
  From July 1, 2009
  through September 30, 2009

  	
   

  	
  5.50 to 1.00

  
	
  From October 1, 2009
  and at all times thereafter

  	
   

  	
  5.25 to 1.00

  



 


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


 


	
  Period

  	
   

  	
  Ratio

  
	
  From January 1, 2009
  through March 31, 2009 

  	
   

  	
  2.65 to 1.00

  
	
  From April 1, 2009
  through June 30, 2009

  	
   

  	
  2.60 to 1.00

  
	
  From July 1, 2009
  through September 30, 2009

  	
   

  	
  2.40 to 1.00

  
	
  From October 1, 2009
  and at all times thereafter

  	
   

  	
  2.35 to 1.00

  



 


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


 


	
  Period

  	
   

  	
  Ratio

  
	
  From January 1, 2009
  through March 31, 2009

  	
   

  	
  1.85 to 1.00

  
	
  From April 1, 2009
  through June 30, 2009

  	
   

  	
  1.75 to 1.00

  
	
  From July 1, 2009
  through September 30, 2009

  	
   

  	
  1.70 to 1.00

  
	
  From October 1, 2009
  and at all times thereafter

  	
   

  	
  1.65 to 1.00

  



 


For purposes of calculating the financial covenants under Sections 7.9(a) through
(d) for the period of four consecutive fiscal quarters ended March 31,
2009, the transactions occurring on the Tenth Amendment Date (including the
incurrence of the Note Repurchase Loans and the application of the proceeds
thereof) shall be deemed to have occurred on the last day of such four fiscal
quarter period.


 


12

















 


(e)                                  Capital Expenditures.  The Credit Parties will not permit:


 


(i)                                     the aggregate
amount of Capital Expenditures to exceed $5,000,000 in any fiscal year; and


 


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


 


(oo)                          Section 7.11
(Management Compensation) is hereby deleted and replaced by the following:


 


“7.11                     [Reserved.]”


 


(pp)                          Section 7.12
(Subordinated Indebtedness) is hereby amended by (a) replacing the
reference to “Section 7.6(a)(viii)” with “Section 7.6(a)(iv)” and (b) adding
“other than the Note Repurchase Loans” after the term “Subordinated
Indebtedness” in clause (a).


 


(qq)                          Section 7.16
(Compensation Payments to Stephen Adams) is hereby deleted and replaced with
the following:


 


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


 


(rr)                                Section 8.1
(Events of Default) is hereby amended by replacing clause (q) with the
following:


 


“(q)                           (i) any
holder of the Note Repurchase Loans shall assert that the Second Lien
Subordination Agreement is invalid or unenforceable or (ii) any holder of
the Camping World Credit Facility shall assert that such credit facility
secured by any assets of Credit Parties other than the Camping World Entities;”


 


(ss)                            Section 7.13
(Modifications of Certain Documents) is hereby amended by adding the following
at the end of such section:


 


“No
Credit Party will consent to any modification, supplement or waiver of any of
the provisions of the Purchase Note, the Intermediate Holdco Loan Documents or
the Intermediate Holdco Guaranty without the prior consent of the Required
Lenders.”


 


(tt)                                Section 10.2
(Waivers; Amendments) is hereby amended by replacing clause (b)(v) with
the following:


 


“(v)                           alter the
rights or obligations of the Borrower to prepay Loans, other than mandatory
prepayments required by Section 2.10(b) of this Agreement, without
the 


 


13

















 


written
consent of each Lender; provided that Section 2.10(b)(ii) of
this Agreement may not be amended in a manner adverse to the Effective Date
Assignee or its assigns without the consent of the Effective Date Assignee or
its assigns;”


 


(uu)                          Section 10.13
(Confidentiality) is hereby amended by adding the following at the end of such
section:


 


“Notwithstanding anything to the contrary contained in this Agreement,
the other Loan Documents or any other agreements previously entered into or to
be entered into by and between the Borrower and one or more of the Lenders, the
Borrower hereby consents to the disclosure by any Lender of information (the “Investment
Information”) about the Borrower and the Loans, which Investment
Information shall be limited to: (i) the Borrower’s name and address; (ii) the
nature of the Borrower’s business; (ii) the title, class, percentage of
class, and value of the Loans; (iv) the amount and general terms of
the Loans; (v) such Lender’s relationship to the Borrower; and (vi) any
other information disclosed to rating agencies in connection with syndication
of the Loans or otherwise, or to any lender in connection with
any other credit facility of such Lender provided, however,
that in the event that a Lender files a registration statement (the “Registration
Statement”) under the Securities Act of 1933 and/or is required to file
certain reports (the “Reports”) under the Exchange Act, the term “Investment
Information” as used herein shall include any other information about the
Borrower or the Loans required by law to be included in the Registration
Statement and/or the Reports.”


 


(vv)                          Schedule 4.14
(Material Indebtedness) is hereby amended [in its entirety in the form of the
disclosures set forth in Exhibit A
attached hereto and made a part hereof] 
/ [by adding thereto the disclosures set forth in Exhibit A attached hereto and made
a part hereof]


 


3.                                       Amendment
to Series A Incremental Term Loan Agreement.  Effective upon the satisfaction of the
conditions set forth in Section 5, the Credit Parties, the Series A
Incremental Lenders, and the Agents agree that the Series A Incremental
Term Loan Agreement is hereby amended by adding the following to the end of the
chart in Section 2.3 thereof (Repayment of Series A Incremental Term
Loans):


 


	
  June 30,
  2009

  	
   

  	
  $

  	
  62,500

  	
   

  
	
  September 30,
  2009

  	
   

  	
  $

  	
  62,500

  	
   

  
	
  December 31,
  2009

  	
   

  	
  $

  	
  62,500

  	
   

  



 


4.                                       No
Default; Representations and Warranties, etc.  The Credit Parties hereby confirm that: (a) the
representations and warranties of the Credit Parties contained in Article 4
of the Credit Agreement are true on and as of the date hereof as if made on
such date; (b) the Credit Parties are in compliance in all material
respects with all of the terms and provisions set forth in the Credit Agreement
on their part to be observed or performed thereunder; and (c) after giving
effect to this Amendment, no Event of Default, nor any event which with the
giving of notice or expiration of any applicable grace period or both would
constitute such an Event of Default, shall have occurred and be continuing.


 


14

















 


5.                                       Conditions
to this Amendment.  This
Amendment shall not become effective until the date on which each of the
following conditions is satisfied or waived in writing by all of the Revolving
Credit Lenders:


 


(a)                                  Counterparts of
Amendment.  The
Administrative Agent shall have received from the Credit Parties and all of the
Lenders either (i) a counterpart of this Amendment signed on behalf of
such Lenders or (ii) written evidence satisfactory to the Administrative
Agent (which may include telecopy transmission of a signed signature page of
this Amendment) that such parties have signed counterparts of this Amendment.


 


(b)                                 Note Repurchase
Loans.


 


(i)                                     The Borrower
shall have consummated the Note Repurchase Loans in accordance with the terms
and conditions of the Second Lien Loan Documents or the fulfillment of any such
conditions shall have been waived provided, that the consent of the
Administrative Agent shall be required for any material waiver of any provision
of such agreement;


 


(ii)                                  The Borrower
shall have consummated in all material respects the Note Repurchase Loans in an
aggregate principal amount of not more than $10,000,000 including the funding
of the initial loans thereon under the Second Lien Loan Documents in such
amounts, and the repurchase or exchange of the Senior Subordinated Notes with
the proceeds of the Note Repurchase Loans shall have been consummated; and


 


(iii)                               the
Administrative Agent shall have received copies of all instruments and
agreements and legal opinions (and shall be entitled to rely thereon) relating
to the Note Repurchase Loans and the same shall be reasonably satisfactory to
the Administrative Agent and shall be in full force and effect and shall not
have been amended, modified or supplemented in any material respect.


 


(c)                                  Second Lien
Subordination Agreement.  The
Administrative Agent, the holders of the Note Repurchase Loans and the Borrower
shall have entered into the Second Lien Subordination Agreement, in form and
substance satisfactory to the Administrative Agent, with respect to the Note
Repurchase Loans.


 


(d)                                 Certificate of
Incurrence of Indebtedness.  The Administrative Agent shall have received
a certificate of a Financial Officer of the Borrower, in form and detail
satisfactory to the Administrative Agent, certifying that the incurrence of the
Note Repurchase Loans and the Series B Incremental Term Loans are permitted
by the terms of the Senior Subordinated Notes Indenture and the Holding Company
Notes Indenture.


 


(e)                                  Effective Date
Assignments.  Immediately
after the investment and prepayment of the Term Loans described in Section 5(i),
an assignee acceptable to the Administrative Agent (the “Effective Date
Assignee”), shall have acquired by assignment from current holders,
pursuant to the terms of Section 10.4 of the Credit Agreement, not less
than $15,000,000 in principal amount of existing Term Loans and shall have
entered into an agreement with the Administrative Agent, for the benefit of the
Lenders, with respect to any Loans held by the Effective Date Assignee.


 


15

















 


(f)                                    Effective Date
Refunding Payments.  The Administrative
Agent, for the benefit of the Lenders, shall have received on the Tenth
Amendment Date an optional prepayment in an aggregate principal amount not less
than $3,000,000 on the Revolving Credit Loans.


 


(g)                                 Incremental
Term Loans.  The
Administrative Agent shall have received satisfactory evidence of the Borrower’s
receipt of not less than $1,000,000 in proceeds from a $1,000,000 Incremental
Term Loan acquired by the Effective Date Assignee pursuant to an Incremental
Term Loan Agreement, satisfactory in form and substance to the Administrative
Agent and the proceeds of such Incremental Term Loans shall have been applied
to the payment of the fees and expenses of the transactions described in this
Amendment.


 


(h)                                 Stephen Adams
Limited Guaranty.  The
Administrative Agent shall have received from Stephen Adams an executed limited
guaranty agreement, in form and substance satisfactory to the Administrative
Agent, providing for a limited guaranty covering the following:  (i) not in excess of $15,000,000 for the
two $7,500,000 principal payments required pursuant to Section 2.9(b) of
the Credit Agreement, and (ii) cash interest payments on $16,000,000 in
aggregate principal amount of the Term Loans. 
Such limited guaranty shall also contain a commitment from Mr. Adams
to make the loans described in Sections 7.1(i) and (j) of the Credit
Agreement or to cause such loans to be made by an Adams Party.


 


(i)                                     Stephen Adams
Investment.  The
Administrative Agent shall have received satisfactory evidence of the investment
by Stephen Adams, indirectly through the Holding Company, in the equity (other
than Disqualified Stock (as defined in Section 6(a) below)) of the
Borrower in an amount not less than $8,500,000 and the Borrower shall have
applied $500,000 of the proceeds of such investment to fees and expenses of the
transactions described herein and applied the remaining amount of such
investment to prepay the Term Loans notwithstanding any contrary percentage or
any baskets described in Section 2.10(b)(ii) of the Credit Agreement
and the terms and conditions of such investment shall be in form and substance
satisfactory to the Administrative Agent.


 


(j)                                     Financial
Statements.  The
Borrower shall have submitted to the Administrative Agent the audited financial
statements as described in Section 6.1(a) of the Credit Agreement
together with an opinion of its independent accountants without a “going
concern” exception and shall promptly file such financial statements with the
Securities and Exchange Commission.


 


(k)                                  Opinion. The
Administrative Agent shall have received a favorable written opinion (addressed
to the Administrative Agent and the Lenders and dated the Tenth Amendment Date)
of Kaplan, Strangis and Kaplan, P.A., counsel to the Credit Parties, which
opinion shall be in form and substance satisfactory to the Administrative Agent
and covering such matters relating to the Credit Parties, this Amendment and
the Transactions as the Required Lenders shall request (and each Credit Party
hereby requests such counsel to deliver such opinion).


 


(l)                                     Other Documents.  The Administrative Agent shall have received
such other documents as any Agent or Special Counsel shall have reasonably
requested.


 


(m)                               Expenses.  The Administrative Agent shall have received
for the benefit of the Lenders (other than the Effective Date Assignee) an
amendment fee in the amount of 1.00% of the outstanding amount of the Loans and
Commitments (after giving effect to the prepayments described herein and after
giving effect to the assignment of Loans to the Effective Date Assignee by
excluding from such total outstanding Loans and Commitments for the purposes of
calculating such fee, the Loans assigned to the Effective Date Assignee) and
all other fees and 


 


16

















 


amounts due and payable on
or prior to the date hereof, including, to the extent invoiced, all reasonable
expenses, including legal fees and disbursements incurred by the Administrative
Agent in connection with this Amendment and the transactions contemplated
hereby and the reimbursement or payment of all other out-of-pocket expenses
required to be reimbursed or paid by the Borrower under the Credit Agreement.


 


6.                                       Covenants
and Assignments.


 


(a)                                  Camping World
Financing.  The
Borrower shall use its best efforts to consummate one of the following (each a “Camping
World Financing”) not later than September 15, 2009 (i) the
Camping World Credit Facility in accordance with the terms and conditions of
the Camping World Credit Agreement or another credit facility on terms that are
not less favorable than the Camping World Credit Facility providing for
commitments of not more than $35,000,000 and funding of the initial loans
thereunder in an amount not less than $18,500,000; and the Administrative Agent
shall have received copies of all instruments and agreements and legal opinions
(and shall be entitled to rely thereon) relating to the Camping World Credit
Facility and the same shall be reasonably satisfactory to the Required Lenders
or (ii) the consummation of an equity offering (other than an offering of
Disqualified Stock) of the Camping World Entities for net proceeds not less
than $18,500,000; and the Administrative Agent shall have received copies of
all instruments and agreements and legal opinions (and shall be entitled to
rely thereon) relating thereto and the same shall be reasonably satisfactory to
the Required Lenders.  Notwithstanding
the preceding sentence or anything herein to the contrary, the Liens of the Lenders
in the Collateral shall not be subordinated to any lien or other security
interest in favor of any lender under a Camping World Financing if the
outstanding proceeds of the loans under such Camping World Financing applied to
prepay Loans are less than $18,500,000, without the consent of the Lenders
having Loans, LC  Exposure, and unused
Commitments representing more than 75% of the sum of the total Loans, LC
Exposure and unused Commitments at such time. 
Upon consummation of a Camping World Financing, the Loans shall be
promptly prepaid in an amount not less than the greater of $18,500,000 or the
Net Cash Payments of the Camping World Financing pursuant to Section 2.10(b)(ii) of
the Credit Agreement.  For purposes of
this paragraph, “Disqualified Stock” means any capital stock which, by
its terms (or by the terms of any security into which it is convertible or for
which it is exchangeable), or upon the happening of any event, (a) matures
(excluding any maturity as the result of an optional redemption by the issuer
thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder thereof, in whole or in
part, on or prior to the first anniversary of the Revolving Credit Maturity
Date, (b) is convertible into or exchangeable (unless at the sole option
of the issuer thereof) for (i) debt securities or (ii) any capital
stock referred to in (a) above, in each case at any time on or prior to
the first anniversary of the Revolving Credit Maturity Date, (c) which
provides for payment of cash dividends prior to the Revolving Credit Maturity
Date or (d) contains any mandatory repurchase obligation which may come
into effect prior to payment in full of all Loans and other obligations of the
Credit Parties under the Loan Documents; provided that any capital stock
that would not constitute Disqualified Stock but for provisions thereof giving
holders thereof (or the holders of any security into or for which such capital
stock is convertible, exchangeable or exercisable) the right to require the
issuer thereof to redeem such capital stock upon the occurrence of a change in
control or an asset sale occurring prior to the first anniversary of the
Revolving Credit Maturity Date shall not constitute Disqualified Stock if such
capital stock provides that the issuer thereof will not redeem any such capital
stock pursuant to such provisions prior to 91 days following the repayment in
full of the Loans.


 


17

















 


(b)                                 Camping World
Subordination Agreement.  In connection
with the consummation of the Camping World Credit Facility, if any, the Lenders
hereby authorize the Administrative Agent to, and agree that the Administrative
Agent may, enter into the Camping World Subordination Agreement with the
Camping World Lenders and the Camping World Entities pursuant to which the
Liens of the Administrative Agent for the benefit of the Lenders on the equity
and assets of the Camping World Entities shall be subordinated only to the
Liens securing the Camping World Lenders for the Camping World Credit Facility
containing such terms as shall be satisfactory in form and substance to the
Required Lenders.


 


(c)                                  Financial
Advisor.  The
Administrative Agent, for the benefit of the Lenders shall engage, and may
continue to retain, at the sole cost and expense of the Borrower, at all times
and until the later to occur of the Revolving Credit Maturity Date or the Term
Loan Maturity Date, a financial advisor for the benefit of the Lenders (the “Financial
Advisor”).  The Credit Parties agree
that the Financial Advisor may visit and inspect their properties, examine and
make extracts of books and records and discuss their affairs, finances and
condition with their officers and independent accountants.


 


(d)                                 Control Agreements.  Not later than 90 days after the Tenth
Amendment Date (unless such time period is extended by the Administrative
Agent), the Credit Parties shall deliver to the Administrative Agent fully
executed deposit control agreements, in form and substance satisfactory to the
Administrative Agent, granting to the Administrative Agent “control” (as
such term is used in Article 9 of the UCC) over the primary bank accounts
of the Credit Parties as determined by the Administrative Agent.


 


(e)                                  Effective Date Assignments.


 


1.                                       Subject to the
satisfaction of the conditions set forth in Section 5 and effective
immediately after the investment and prepayment described in Section 5(i) (the
“Effective Time”), each Lender hereby irrevocably sells and assigns to
the Effective Date Assignee without recourse to such Lender, and the Effective
Date Assignee hereby irrevocably purchases and assumes from each such Lender
without recourse to such Lender, as of the date hereof, an interest (each an “Assigned
Interest”) in and to such Lender’s pro rata share of $15,000,000 aggregate
principal amount of the Term Loans and the rights and obligations under the
Credit Agreement with respect thereto (the “Assigned Facilities”).  After the consummation of such assignment the
Effective Date Assignee shall be the holder of $15,000,000 aggregate principal
amount of Term Loans from the assignment of the Assigned Interests


 


2.                                       Each Lender (i) makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement, any other Loan Document or any other instrument or document
furnished pursuant thereto, or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement, any
other Loan Document or any other instrument or document furnished pursuant
thereto, other than that it has not created any adverse claim upon the interest
being assigned by it hereunder and that such interest is free and clear of any
such adverse claim; (ii) makes no representation or warranty and assumes
no responsibility with respect to the financial condition of the Credit Parties
or the Holding Company or any other obligation or the performance or observance
by the Credit Parties or the Holding Company or any other obligor of any of
their respective obligations under the Credit Agreement, any other Loan
Document or any other instrument or document furnished pursuant hereto or
thereto; and (iii) attaches the promissory note or notes held by it evidencing
the Assigned Facility or Facilities and requests that the Administrative Agent
exchange such 


 


18

















 


promissory note(s) for
new promissory note(s) payable to any assigning Lender (if such assigning
Lender has retained any interest in the Assigned Facilities) and new promissory
note(s) payable to the Effective Date Assignee in the respective amounts
which reflect the assignment being made hereby (and after giving effect to any
other assignments which have become effective on the Effective Time).


 


(f)                                    Consent to
Assignment. In accordance with Section 10.4(e) of
the Credit Agreement, each Lender hereby approves assignments of interests in
Loans being made on or about the Tenth Amendment Date to GSF Funding, LLC, a
Delaware limited liability company (“GSF”); provided,
that GSF shall have entered into an agreement with the Administrative Agent,
for the benefit of the Lenders, with respect to any Loans held by GF in
substantially the same form as the agreement entered into by the Effective Date
Assignee and the Administrative Agent in accordance with Section 5(b)(e) hereof.


 


3.                                       The Effective
Date Assignee (i) represents and warrants that it is legally authorized to
enter into this Amendment; (ii) confirms that it has received a copy of
the Credit Agreement, together with copies of the financial statements referred
to in Section 4.4 thereof, the financial statements delivered pursuant to Section 6.1
thereof, if any, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Amendment; (iii) agrees that it will, independently and without reliance
upon the Administrative Agent or any Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement, any
other Loan Document or any other instrument or document furnished pursuant
hereto or thereto; (iv) appoints and authorizes the Administrative Agent
to take such action as agent on its behalf and to exercise such powers and
discretion under the Credit Agreement, the promissory note(s) or any other
instrument or document furnished pursuant hereto or thereto as are delegated to
the Administrative Agent by the terms thereof, together with such powers as are
incidental thereto; and (v) agrees that it will be bound by the provisions
of the Credit Agreement and will perform in accordance with its terms all the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender including, if it is organized under the laws of a
jurisdiction outside the United States of America, its obligation pursuant to Section 2.16(e) of
the Credit Agreement to deliver the forms prescribed by the Internal Revenue
Service of the United States certifying as to the Effective Date Assignee’s
exemption from United States withholding taxes with respect to all payments to
be made to the Effective Date Assignee under the Credit Agreement, or such
other documents as are necessary to indicate that all such payments are subject
to such tax at a rate reduced by an applicable tax treaty.


 


4.                                       This Amendment
will be delivered to the Administrative Agent for acceptance and recording by
the Administrative Agent pursuant to Section 10.4 of the Credit Agreement,
effective as of the Effective Time.


 


5.                                       Upon such
acceptance and recording, from and after the Effective Time, the Administrative
Agent shall make all payments in respect of each Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Effective Date
Assignee that accrue subsequent to the Effective Time.


 


6.                                       From and after
the Effective Time, (i) the Effective Date Assignee shall be a party to the
Credit Agreement and, to the extent provided herein, have the rights and
obligations of a Lender thereunder and under its promissory note(s) and
shall be bound by the provisions thereof and (ii) each Lender shall, to
the extent provided in this Amendment, relinquish its rights 


 


19

















 


and be released from its
obligations under the Credit Agreement except as provided in Section 10.5
of the Credit Agreement and except as to any payments of interest or fees accrued
prior to the Effective Time.


 


7.                                       Miscellaneous.


 


(a)                                  Loan Documents
Effective.  Except to
the extent specifically amended or waived hereby, the Credit Agreement, the
Loan Documents and all related documents shall remain in full force and
effect.  Whenever the terms or sections
amended hereby shall be referred to in the Credit Agreement, Loan Documents or
such other documents (whether directly or by incorporation into other defined
terms), such defined terms shall be deemed to refer to those terms or sections
as amended by this Amendment.  Nothing
herein shall be deemed to constitute a modification, amendment or waiver of any
other term or condition of the Credit Agreement.


 


(b)                                 Acknowledgement
of Perfection of Security Interests.  Each Credit Party hereby acknowledges that,
as of the date hereof, the security interests and Liens granted to the
Administrative Agent and the Lenders under the Credit Agreement and the Loan
Documents are in full force and effect, are properly perfected and are
enforceable in accordance with the terms of the Credit Agreement and the other
Loan Documents.


 


(c)                                  Further
Assurances.  Upon
request from the Administrative Agent, the Credit Parties hereby agree to
execute such amendments, supplements or modifications to the Collateral Documents
to account for the transactions contemplated by this Amendment.


 


(d)                                 Counterparts.  This Amendment may be executed in any number
of counterparts, each of which, when executed and delivered, shall be an
original, but all counterparts shall together constitute one instrument.


 


(e)                                  Governing Law.  This Amendment shall be governed by the laws
of the Commonwealth of Massachusetts and shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.


 


8.                                       Release
of Cash Collateral.  Effective
upon the satisfaction of the conditions set forth in Section 5, Lenders
hereby irrevocably authorize Administrative Agent to release, and Issuing
Lenders hereby agree to release and promptly return, the cash collateral in the
amount of $7.84 million deposited by Borrower and held by Issuing Lenders in
accordance with Section 2.4(c)(ii)(1) of the Credit Agreement.


 


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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
which shall be deemed to be a sealed instrument as of the date first above
written.


 


	
   

  	
  BORROWER

  
	
   

  	
   

  
	
   

  	
  AFFINITY
  GROUP, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas F. Wolfe

  
	
   

  	
   

  	
  Name:

  	
  Thomas
  F. Wolfe

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUBSIDIARIES/GUARANTORS

  
	
   

  	
   

  
	
   

  	
  AFFINITY
  ADVERTISING, LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  VBI,
  INC., its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas F. Wolfe

  
	
   

  	
   

  	
  Name:

  	
  Thomas
  F. Wolfe

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  AFFINITY BROKERAGE, INC.

  
	
   

  	
  AFFINITY ROAD AND TRAVEL
  CLUB, INC.

  
	
   

  	
  AGI PRODUCTIONS, INC.

  
	
   

  	
  ARU, INC.

  
	
   

  	
  CAMP COAST TO COAST, INC.

  
	
   

  	
  CAMPING REALTY, INC.

  
	
   

  	
  CAMPING WORLD, INC.

  
	
   

  	
  CAMPING WORLD INSURANCE
  SERVICES OF NEVADA, INC.

  
	
   

  	
  CAMPING WORLD INSURANCE
  SERVICES OF TEXAS, INC.

  
	
   

  	
  COAST MARKETING GROUP,
  INC.

  
	
   

  	
  CWI, INC.

  
	
   

  	
  CW MICHIGAN, INC.

  
	
   

  	
  EHLERT PUBLISHING GROUP,
  INC.

  
	
   

  	
  GOLF CARD INTERNATIONAL
  CORP.

  
	
   

  	
  GOLF CARD RESORT SERVICES,
  INC.

  
	
   

  	
  GSS ENTERPRISES, INC.

  
	
   

  	
  POWER SPORTS MEDIA, INC.

  
	
   

  	
  TL ENTERPRISES, INC.

  
	
   

  	
  VBI, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas F. Wolfe

  
	
   

  	
   

  	
  Name:

  	
  Thomas
  F. Wolfe

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  



 


21

















 


AGREEMENT OF HOLDING COMPANY AND


 


RATIFICATION OF NONRECOURSE GUARANTY


 


The
undersigned hereby agrees to the provisions of Section 2 above and as
guarantor hereby acknowledges and consents to the foregoing Amendment as of the
date hereof, and agrees that the Amended and Restated Nonrecourse Guaranty and
Pledge Agreement dated as of March 24, 2005 (as amended, supplemented or
otherwise modified) remains in full force and effect, and the undersigned
confirms and ratifies all of its obligations thereunder.


 


	
   

  	
  AFFINITY
  GROUP HOLDING INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas F. Wolfe

  
	
   

  	
   

  	
  Name:

  	
  Thomas
  F. Wolfe

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ADMINISTRATIVE
  AGENT and

  
	
   

  	
  ISSUING
  LENDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CANADIAN
  IMPERIAL BANK OF COMMERCE, as Administrative Agent and

  
	
   

  	
  Issuing
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael J. Gewirtz

  
	
   

  	
   

  	
  Name:

  	
  Michael
  J. Gewirtz

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Director

  



 


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