Exhibit 4.13


 


 


FOURTH AMENDMENT TO CREDIT AGREEMENT


 


 


This FOURTH
AMENDMENT 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”) and
BANK ONE KENTUCKY, NA, 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
Credit Parties wish to amend the Credit Agreement to increase the maximum
Letter of Credit amount as stated under Section 2.4(b) of the Credit Agreement
from $5,000,000 to $12,500,000.


 


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 November 13, 1998, as amended by the
First Amendment to Credit Agreement dated as of October 29, 1999, the Second
Amendment to Credit Agreement dated as of March 1, 2001, and the Third
Amendment to Credit Agreement dated as of December 5, 2001 among the Borrower,
the Guarantors, the Lenders, the Administrative Agent, the Syndication Agent
and the Documentation Agent (as the same 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.  The Credit Parties, the Lenders, and the
Administrative 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 by
inserting “$12,500,000” in place of “$5,000,000” in the last sentence of such
section.


 


3.             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,



 


77

















 


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.


 


4.             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 the Required Lenders:


 


(a)           Counterparts of Amendment.  The Administrative Agent shall have received
from each party hereto either (i) a counterpart of this Amendment signed on
behalf of such party or (ii) written evidence satisfactory to the
Administrative Agent (which may include telecopy transmission of a signed
signature page of this Amendment) that such party has signed a counterpart of
this Amendment.


 


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


 


5.             Miscellaneous.


 


(a)           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.  The
foregoing waivers shall apply solely to the provisions of the Credit Agreement
specified herein for the periods and purposes specified herein.  Nothing herein shall be deemed to constitute
a modification, amendment or waiver of any other term or condition of the Credit
Agreement.


 


(b)           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.


 


(c)           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.


 


(d)           The Credit Parties agree to pay all
reasonable expenses, including legal fees and disbursements incurred by the
Administrative Agent in connection with this Amendment and the transactions
contemplated hereby.


 


78

















 


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/  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

  
						



 


79

















 


	
   

  	
  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

  
					



 


80

















 


	
   

  	
  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

















 


	
   

  	
  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

  
						



 


82

















 


	
   

  	
  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

  
					



 


83

















 


RATIFICATION
OF NONRECOURSE GUARANTY


 


The undersigned guarantor hereby acknowledges and consents to the
foregoing Amendment as of the date hereof, and agrees that the Nonrecourse
Guaranty and Pledge Agreement dated as of November 13, 1998 remains in full
force and effect, and the undersigned confirms and ratifies all of its
obligations thereunder.


 


	
   

  	
  AFFINITY GROUP HOLDING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Mark J. Boggess

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark J. Boggess

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
					



 


84

















 


	
  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

  
								



 


85

















 


	
  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

  
						



 


86

















 


	
  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:

  	
   

  
							



 


87