Exhibit 10.33


 


OPTION AGREEMENT


 


THIS OPTION AGREEMENT (the “Option Agreement”) is made and entered into
as of the 5th day of June, 2009 between AFFINITY GROUP,
INC., a Delaware corporation (the “Company”) and THE STEPHEN ADAMS LIVING TRUST
or its assignee or designee (the “Purchaser”).


 


WITNESSETH:


 


In consideration of good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.             The Company hereby grants to the
Purchaser the right and option (the “Option”) to purchase all of the issued and
outstanding capital stock (the “Shares”) of Camping World, Inc. (“CW”) for
a cash purchase price (the “Purchase Price”) of $55,000,000 on the terms set
forth in the agreement attached hereto as Exhibit A (the “Purchase
Agreement”).


 


2.             The Option shall be exercised in
the manner hereinafter provided on or before March 1, 2010 (the “Termination
Date”).  If not so exercised prior to the
Termination Date, the Option shall lapse and Purchaser shall have no further
rights hereunder.


 


3.             The Option shall be exercised by
the Purchaser’s dating and executing the Purchase Agreement and delivering it
to the Company prior to the Termination Date. Within five business days
following receipt by the Company of such dated and executed Purchase Agreement,
the Company shall execute the Purchase Agreement and each of the parties agrees
to perform its respective obligations thereunder.


 


4.             The Closing of the transactions
contemplated by the Purchase Agreement (the “Closing”) shall occur at the
offices of the Purchaser at 10:00 a.m. on such date as is provided in the
Purchase Agreement.


 


5.             All notices under this Option
Agreement shall be in writing and shall be considered to have been duly given
on the first day after the date of deposit with Federal Express for next day
delivery, postage prepaid, or on the third day after deposit in the United
States mail, certified or registered, return receipt requested, postage
prepaid, or on the date of telecopy, fax or similar telephonic transmission
during normal business hours, provided that the recipient has specifically
acknowledged by telephone receipt of such telecopy, fax or telephonic
transmission; addressed, in all cases, to the party at his address set forth
below, or to such other address as such party may hereafter designate by
written notice to the other party.


 


	
  If to the Company:

  	
   

  	
  Affinity Group, Inc.

  
	
  2575 Vista Del Mar Drive

  
	
  Ventura, CA 93001

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  If to Purchaser:

  	
   

  	
  The Stephen Adams Living Trust

  
	
  Fox Wood

  	
   

  	
   

  
	
  88 Old Roxbury Road

  
	
  PO Box 271

  	
   

  	
   

  
	
  Roxbury, CT 06783-0271

  



 





















 


or to such
other address as hereafter shall be furnished as provided in this Section 5.


 


6.             This Option Agreement sets forth
the entire understanding and agreement between the parties as to the sale and
acquisition of the Shares and supersedes and replaces all prior understandings,
agreements or statements (written or oral) with respect to the subject matter
hereof.  This Option Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute a single instrument.  The headings contained in this Option
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. 
This Option Agreement shall be construed in accordance with, and
governed by, the laws of the State of Minnesota.


 


IN WITNESS WHEREOF, this Option Agreement has been executed and
delivered as of the date first written above.


 


	
   

  	
  AFFINITY GROUP, INC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas F. Wolfe

  
	
   

  	
   

  	
  Its:  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE STEPHEN ADAMS LIVING TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen Adams

  
	
   

  	
   

  	
  Its:  Trustee

  



 





















 


Exhibit A


 


STOCK PURCHASE
AGREEMENT


 


THIS AGREEMENT (the “Agreement”) is made and entered into as of the 5th day of June, 2009 between AFFINITY GROUP,
INC., a Delaware corporation (the “Seller”) and The Stephen Adams Living Trust
or its assignee or designee (the “Purchaser”).


 


WITNESSETH:


 


WHEREAS, Purchaser is desirous of purchasing and acquiring from the
Seller all of the issued and outstanding capital stock (the “Shares”) of
Camping World, Inc., a Kentucky corporation (“CW”);


 


WHEREAS, Seller is willing to sell the Shares to the Purchaser on the
terms set forth herein;


 


WHEREAS, Seller and Purchaser are affiliated parties, each being
indirectly controlled by Stephen Adams; and


 


WHEREAS,
the Seller has received a valuation report (the “Fair Value Opinion”) as of March 1,
2009 from Houlihan Smith & Company Inc., an independent financial
advisor to the Seller, to the effect that the reasonable and fair range of the
equity value of CW is between $46,700,000 and $58,800,000; and


 


WHEREAS,
the Purchaser has an option to purchase the Shares for $55,000,000 and has
exercised such option.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:


 


ARTICLE 1


 


DEFINITIONS


 


Capitalized terms used in this Agreement are used as defined in this Article I
or elsewhere in this Agreement.


 


The
term “Closing” is defined in Section 2.3.


 


The
term “Closing Date” is defined in Section 2.3.


 


The
term “CW” is defined in the recitals.


 


The
term “Liens” means liens, mortgages, and security interests for money borrowed
but not adverse claims or other restrictions or limitations that have not been
perfected through a recorded lien.


 


The
term “Purchase Price” is defined in Section 2.2.


 


The
term “Shares” is defined in the recitals.


 





















 


ARTICLE II


 


PURCHASE AND SALE OF THE SHARES


 


2.1           Purchase and Sale of Shares.  At the Closing, the Seller agrees to sell,
transfer and deliver to the Purchaser, and the Purchaser agrees to purchase,
acquire and accept the Shares from the Seller, free and clear of all Liens.


 


2.2           Purchase Price.  The consideration to be paid to the Seller
for the Shares (the “Purchase Price”) is $55,000,000 plus (i) the book
value of contributions, if any,  made to
CW by the Seller after March 1, 2009 and prior to the Closing, less (ii) distributions
made by CW to the Seller after March 1, 2009 and prior to the
Closing.  At the Closing, the Purchase
Price shall be paid on the Closing Date in cash by wire transfer to an account
designated by the Seller.


 


2.3           The Closing.  The Closing of the transactions provided for
in this Agreement (the “Closing”) shall occur at the offices of the Purchaser
at 10:00 a.m. on such date as is designated by the Purchaser within 10
days of the date of the satisfaction of the condition precedent set forth in Section 2.4
(i) hereof (the “Closing Date”). If such condition is not satisfied (or
waived by the Purchaser) before the first anniversary of the date hereof (the “Termination
Date”) and the Closing has not occurred by the Termination Date, the rights of
the Purchaser hereunder shall lapse and neither Seller nor Purchaser shall have
any further rights or obligations hereunder. 
At the Closing, the Seller shall deliver the Shares duly endorsed for
transfer to the Purchaser.  Each of the
Buyer and the Seller agree to execute and deliver such other and further
instruments at the Closing and thereafter as the other may reasonably request
to evidence the intent of this Agreement.


 


2.4           Conditions Precedent to the
Purchaser’s Obligations.  Unless
waived by the Purchaser, the obligations of the Purchaser hereunder are subject
to (i) the representations and warranties of the Seller set forth in Article III
being true and correct on the Closing Date and (ii) delivery of the Shares
duly endorsed for transfer to the Purchaser free and clear of all Liens.


 


2.5           Conditions Precedent to Seller’s
Obligations.  Unless waived by the
Seller, the obligations of Seller hereunder are subject to (i) the
representations and warranties of the Purchaser set forth in Article III
being true and correct on the Closing Date and (ii) payment by the
Purchaser of the Purchase Price in accordance with Section 2.2.


 


ARTICLE III


 


REPRESENTATION AND WARRANTIES


 


The following representations and warranties are made on and as of the
date hereof.  The Seller hereby
represents and warrants to the Purchaser that:


 


3.1           Shares.  The Seller is the owner of the Shares and, at
Closing, they will be free and clear of any Liens.  Upon payment for the Shares as provided for
in this Agreement, the Seller will convey good title to the Shares.


 


3.2           No Breach.  The execution, delivery, validity and
enforceability of this Agreement by the Seller, the consummation of the
transactions provided for hereby by 


 





















 


the
Seller, and the performance by the Seller of its obligations contemplated
hereby will not (i) violate, conflict with or result in a breach or
termination of, or otherwise give the other person a right to terminate, or
constitute a default, event of default (by way of substitution, novation or
otherwise) or an event which with notice, lapse of time or both, would
constitute a default or event of default under the terms of any material
contract or permit by which the Seller is bound, (ii) result in the
creation of any lien upon any of the Shares, (iii) constitute a violation
by the Seller of any legal requirement applicable to the Seller or (iv) give
rise to any preferential right to purchase in favor of any third party.


 


The
Purchaser hereby represents and warrants to the Seller that:


 


3.3           No
Breach.  The execution, delivery,
validity and enforceability of this Agreement by the Purchaser, the
consummation of the transactions provided for hereby by the Purchaser, and the
performance by the Purchaser of its obligations contemplated hereby will not (i) violate,
conflict with or result in a breach or termination of, or otherwise give the
other person a right to terminate, or constitute a default, event of default
(by way of substitution, novation or otherwise) or an event which with notice,
lapse of time or both, would constitute a default or event of default under the
terms of any material contract or permit by which the Purchaser is bound except
with respect to which consent has been obtained, (ii) constitute a
violation by the Purchaser of any legal requirement applicable to the
Purchaser.


 


3.4           Investment.  The Purchaser is purchasing the Shares for
its own account for investment and with no present intention of distributing
the Shares or any part thereof.


 


3.5           Information.  The Purchaser is fully familiar with such
information with respect to CW, and its historical and projected performance,
as the Purchaser deems necessary for the purpose of purchasing the Shares and
desires no further information from the Seller with respect to CW, its business
or prospects, the Purchaser hereby agreeing to accept such Shares, and the
business and prospects of CW represented thereby, “as is,” “where is.”  No representation or warranty is made by the
Seller with respect to any of the information heretofore or hereafter obtained
by Purchaser regarding CW, Seller’s sole representations and warranties being
those made in Sections 3.1 and 3.2 hereinabove.


 


ARTICLE IV


 


MISCELLANEOUS


 


4.1           Further
Assurances.  From time to time at the
reasonable request of Buyer, Seller shall take such other action and execute
and/or deliver such books, records, documents, certificates and instruments
better to effect the transactions contemplated hereby, including those
reasonably necessary to vest Seller’ rights to the Shares in Purchaser and to
satisfy and release any liens and encumbrances to the extent contemplated by this
Agreement.


 


4.2           Entire
Agreement.  This Agreement sets forth
the entire understanding and agreement between the parties as to the matters
covered herein and supersedes and replaces all prior understandings, agreements
or statements (written or oral) of intent.


 





















 


4.3           Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
together shall constitute a single instrument.


 


4.4           Headings.  The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.


 


4.5           Governing
Law.  This Agreement shall be
construed in accordance with, and governed by, the laws of the State of
Minnesota.


 


IN WITNESS WHEREOF, this Agreement has been executed and
delivered as of the date first written above.


 


 


	
   

  	
  AFFINITY GROUP, INC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas F. Wolfe

  
	
   

  	
   

  	
  Its:  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE STEPHEN ADAMS LIVING TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen Adams

  
	
   

  	
   

  	
  Its:  Trustee