Prepared by MERRILL CORPORATION









Exhibit

4.11




 




THIRD AMENDMENT TO CREDIT AGREEMENT




 




                This THIRD AMENDMENT TO CREDIT AGREEMENT dated as of December 5, 2001

(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;




                WHEREAS, the Credit Parties wish to sell the eleven owned properties

set forth on Schedule A hereto (the “Sale-Leaseback Properties”)

to AGRP Holding Corp. or subsidiaries of AGRP Holding Corp. (collectively the

"Purchasers"), pursuant to that certain Standard Offer,

Agreement and Escrow Instructions for Purchase of Real Estate dated as of

November 1, 2001 (the “Sale-Leaseback Acquisition Agreement”) and lease

those properties back from such Purchasers pursuant to eleven separate Lease

Agreements each dated as of the date hereof (each a “Sale-Leaseback Lease

Agreement” and collectively the “Sale-Leaseback Lease Agreements”)

and Affinity Group, Inc. will oversee management of the Sale-Leaseback

Properties pursuant to a Management Agreement with AGRP Holding Corp. (the

"Management Agreement"; the Sale-Leaseback Acquisition

Agreement, the Sale-Leaseback Lease Agreements and the Management Agreement are

collectively referred to herein as the “2001 Sale-Leaseback Documents”

and the transactions described in 2001 Sale-Leaseback Documents are

collectively referred to herein as the “2001 Sale-Leaseback Transactions”);




                WHEREAS, AGRP Holding Corp. is a wholly-owned Subsidiary of AGI Holding

Corp. and the Purchasers are, therefore, Affiliates of the Credit Parties;




                WHEREAS, the proceeds from the sale of the Sale-Leaseback Properties

pursuant to the Sale-Leaseback Acquisition Agreement will be used to prepay the

Term Loans as provided in the Credit Agreement as amended hereby and the Term

Loan Commitments will be permanently reduced by the amount of such prepayment;




                WHEREAS, the Credit Parties have requested that certain provisions of

the Credit Agreement be waived by the Lenders and the Agents to permit the

Credit Parties to consummate the 2001 Sale-Leaseback Transactions;













 




                WHEREAS, the Credit Parties, the Lenders (including the Issuing

Lender), and the Agents wish to amend the Credit Agreement to increase the

amount of the total Revolving Credit Commitments and to revise certain

covenants and other provisions;




                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 and the Second

Amendment to Credit Agreement dated as of March 1, 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 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.             Waiver and Consent.  Subject to the satisfaction of the

conditions to the effectiveness of this amendment set forth in Section 5 of

this Amendment, (a) the Lenders hereby consent to the Sale-Leaseback

Transactions, (b) the Credit Parties, the Lenders and the Agents hereby agree

to waive the restrictions on sales of material properties as set forth in

Section 7.4 of the Credit Agreement with respect to the 2001 Sale-Leaseback

Transactions, and (c) pursuant to Section 10.2(d), the Lenders hereby consent

to the release of the Lien of the Administrative Agent, for the benefit of the

Lenders, on the Real Property Assets sold by the Credit Parties in the 2001

Sale-Leaseback Transactions.




3.             Amendments.  The Credit Parties, the Lenders, the

Administrative Agent and the Documentary Agent agree that the Credit Agreement

is hereby amended, effective as of the date hereof, as follows:













 




(a)           The chart in clause (b) of the

definition of “Applicable Margin” is hereby deleted and replaced with the chart

below.




	

  Consolidated Total


  Leverage Ratio


  	

   


  	

  Revolving Credit

  Loans, Swing Loans, Term A Loans


  	

   


  	

  Term B Loans


  
	

   


  	

   


  	

  Base Rate Loans


  	

   


  	

  Eurodollar Loans


  	

   


  	

  Base Rate Loans


  	

   


  	

  Eurodollar Loans


  
	

  Greater than or equal to 4.75 to 1


  	

   


  	

  2.25%


  	

   


  	

  3.50%


  	

   


  	

  2.875%


  	

   


  	

  4.125%


  
	

  Less than 4.75 to 1 but greater than or equal to 4.25 to 1


  	

   


  	

  2.00%


  	

   


  	

  3.25%


  	

   


  	

  2.875%


  	

   


  	

  4.125%


  
	

  Less than 4.25 to 1 but greater than or equal to 3.50 to 1


  	

   


  	

  1.75%


  	

   


  	

  3.00%


  	

   


  	

  2.875%


  	

   


  	

  4.125%


  
	

  Less than 3.50 to 1


  	

   


  	

  1.50%


  	

   


  	

  2.75%


  	

   


  	

  2.875%


  	

   


  	

  4.125%


  





 




(b)           The definition of “Consolidated Fixed

Charges Ratio” is hereby deleted and replaced with the following.




                “Consolidated Fixed Charges

Ratio” means, as at any date, the ratio of (a) Consolidated Operating Cash

Flow for the period of four consecutive fiscal quarters ending on or most

recently ended prior to such date to (b) the sum for the Credit Parties

(determined on a consolidated basis without duplication in accordance with

GAAP) of the following: (i) Debt Service for such period plus (ii) the

aggregate amount of all Non-Financed Capital Expenditures made during 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 Consolidated Operating Cash Flow for such

period).  Notwithstanding anything to

the contrary herein, amounts payable under the Camping World Incentive Management

Agreements in the maximum amount not to exceed $11,000,000 shall not be

included in the calculation of clause (b) above for any fiscal period.




(c)           The definition of “Consolidated

Interest Expense” is hereby amended by adding the following sentence at the end

of such definition,




For

purposes of determining Consolidated Interest Expense with respect to any

Indebtedness for any fiscal quarter in the fiscal year ending December 31,

2001, the Consolidated Interest Expense for such Indebtedness for each such

fiscal quarter shall equal one fourth of the product of (i) the average of (x)

the outstanding principal amount of Indebtedness as of September 30, 2001

(minus the amount of any mandatory prepayment of such Indebtedness in

connection with the 2001 Sale-Leaseback Transactions, notwithstanding that such

transactions occurred after such date) and (y) the outstanding principal amount

of such Indebtedness as of December 31, 2001 times (ii) the per annum

rate of interest applicable to such Indebtedness as of December 31, 2001.













 




(d)           The definition of “Debt Service” is

hereby amended by adding the following sentence at the end of such definition,




For

purposes of determining the principal component of Debt Service for any fiscal

quarter during the fiscal year ending December 31, 2001, the amount of all regularly

scheduled payments or regularly scheduled mandatory prepayments of principal of

any Indebtedness for each of the first three fiscal quarters in such fiscal

year shall be deemed to be equal to the amount determined for clause (a) above

for the fiscal quarter ending December 31, 2001, except that "Debt

Service" as used in the definition of "Excess Cash Flow" shall

be the actual Debt Service of the Credit Parties for each such fiscal quarter.




(e)           Clause (c) of the definition of

“Disposition” is hereby deleted in its entirety.




(f)            The first paragraph of the

definition of “EBITDA” is hereby deleted and replaced with the following.




                “EBITDA” means, for any

period, operating income for the Credit Parties (determined on a consolidated

basis without duplication in accordance with GAAP) for such period (calculated

after deduction for real estate taxes but before deduction for income,

franchise and other like taxes accrued during such period, Consolidated

Interest Expense, depreciation, amortization, transaction costs paid in cash by

the Credit Parties in connection with the 2001 Sale-Leaseback Transactions to

the extent satisfactory to the Administrative Agent and any other non-cash

income or charges accrued for such period (including such charges in respect of

Phantom Stock Accruals) and (except to the extent received or paid in cash by

the Credit Parties) income or loss attributable to equity in Affiliates for

such period), excluding from the calculation of such operating income any

extraordinary and unusual gains or losses during such period and excluding from

the calculation of such operating income the income or loss from any Casualty

Events and Dispositions.  For purposes

of determining EBITDA for the any fiscal quarter in the fiscal year ending on

December 31, 2001, EBITDA shall be adjusted in a manner reasonably satisfactory

to the Administrative Agent to give effect to the consummation of the

transactions described in the Sale-Leaseback Lease Agreements as if such

transactions occurred on January 1, 2001.




(g)           The definition of "Excess Cash

Flow" is hereby amended by inserting the phrase "(other than those

arising from the 2001 Sale-Leaseback Transactions") after the phrase

"Related Retail Sale-Leaseback Proceeds" in the third line thereof.




(h)           The definition of “Revolving Credit

Commitment” is hereby amended (i) by inserting "$74,500,000" in place

of "$70,000,000” in the last sentence of such definition, and (ii) by

adding the following clause at the end of such definition, “subject to increase

as provided in Section 2.1(e).













 




(i)            The definition of “Revolving Credit

Lender” is hereby amended by adding the following clause at the end of such

definition, “ and any increases in the Revolving Credit Commitments as provided

in Section 2.1(e).”




(j)            The following definitions are hereby

added to the Credit Agreement:




                                “2001 Sale-Leaseback Transaction”

has the meaning set forth in the Third Amendment.




                                “Revolving Credit Maximum Amount”

means $76,000,000.




                                “Third Amendment” means the

Third Amendment to the Credit Agreement dated as of December 5, 2001.




                                “Sale-Leaseback Lease Agreements”

has the meaning set forth in the Third Amendment.




(k)           The following Section 2.1(e) is

hereby added to the Credit Agreement:




(e)           Revolving Credit Commitment

Increases.




                (i)            In the event that the aggregate amount of the Revolving

Credit Commitments as of December 5, 2001 is less than the Revolving Credit

Maximum Amount, the Borrower shall have the right, at any time and from time to

time prior to the Revolving Credit Maturity Date, by delivering written notice

to the Administrative Agent, to request that the Revolving Credit Commitments

be increased by an amount (an “Revolving Credit Commitment Increase”) up

to but not exceeding the difference between (x) the Revolving Credit Maximum

Amount and (y) the aggregate amount of the Revolving Credit Commitments as of

the date of such request for an Revolving Credit Commitment Increase.




                (ii)           Upon receipt of a written request from the Borrower, the

Administrative Agent shall attempt to arrange and syndicate such Revolving

Credit Commitment Increase, by contacting one or more new lenders (the “New

Lenders”) or one or more existing Lenders to determine whether such New

Lenders desire to become parties to the Credit Agreement, and/or whether any

such existing Lender desires to increase the aggregate amount of its Revolving

Credit Commitment.  Each such Revolving

Credit Commitment Increase shall be arranged and syndicated by the

Administrative Agent, and any New Lenders shall be selected by the Administrative

Agent.  The Borrower shall pay to the

Administrative Agent such fees and expenses in connection with arranging and

syndicating each such Revolving Credit Commitment Increase, as may be agreed by

the Borrower and the Administrative Agent, to achieve a successful syndication

of such Revolving Credit Commitment Increase and no portion of such fees shall

be allocable to any persons other than the Administrative Agent and the New

Lenders, unless otherwise agreed by the Administrative Agent.  The Administrative Agent shall have no

liability to the Borrower or the Lenders if the Administrative Agent is unable

to successfully arrange and syndicate any requested Revolving Credit Commitment

Increase.













 




                (iii)          If the Administrative Agent is able to successfully arrange

and syndicate any requested Revolving Credit Commitment Increase, such

Revolving Credit Commitment Increase shall become effective on the date

specified by the Administrative Agent (each such date being referred to a “Commitment

Increase Date”) provided that (x) no Default shall exist on the Commitment

Increase Date both before and after giving effect to such proposed Revolving

Credit Commitment Increase; (y) the Borrower shall have paid all fees and

expenses in connection with the arrangement and syndication of such Revolving

Credit Commitment Increase; and (z) the Borrower shall have delivered or caused

to be delivered to the Administrative Agent any certificates or other documents

reasonably requested by the Administrative Agent in connection with such

Revolving Credit Commitment Increase. 

In the event the Administrative Agent shall be unable to successfully

arrange and syndicate any requested Revolving Credit Commitment Increase within

thirty days of the date of any written request by the Borrower for such

Revolving Credit Commitment Increase, such request by the Borrower shall be

deemed to have expired and the Administrative Agent shall have no further

obligation to continue such arrangement and syndication efforts; provided that

the expiration of such thirty-day period shall not limit the Borrower’s right

to make one or more additional requests for an Revolving Credit Commitment

Increase.




                (iv)          On each Commitment Increase Date, subject to the

satisfaction of the foregoing terms and conditions, and subject to the

limitations set forth in clause (v) of this Section 2.1(e):  (w) each New Lender shall enter into one or

more joinder agreements or other documents in form and substance reasonably

satisfactory to the Administrative Agent, and upon execution of such joinder

agreements or other documents, such New Lender shall be deemed to be a “Lender”

under this Agreement; (x) the Revolving Credit Commitments of the Lenders shall

be adjusted to take into account the Commitments of the New Lenders and the increases,

if any, of the Revolving Credit Commitments of the existing Lenders, and (y)

each existing Lender who is increasing their Revolving Credit Commitments shall

have returned to the Administrative Agent for cancellation its Revolving Credit

Note, and the Borrower shall have executed and delivered to the Administrative

Agent for the benefit of each New Lender and each existing Lender who is

increasing their Revolving Credit Commitments a new Revolving Credit Note in

the principal amount of such Lender’s Revolving Credit Commitment after the

Revolving Credit Commitment Increase. 

Each of the Lenders hereby authorizes the Administrative Agent to revise

Schedule 2.1 on each Commitment Increase Date to reflect such increase

without an amendment to this Agreement.




                (v)           Notwithstanding anything to the contrary set forth in this

Section 2.1(e), in no event shall any Revolving Credit Commitment Increase

result in (1) any increase or decrease in the amount of any Lender’s Revolving

Credit Commitment without such Lender’s prior written consent, or (2) the

aggregate amount of the Revolving Credit Commitments exceeding the Revolving

Credit Maximum Amount.













 




(l)            Section 2.3(b)(vi) and the last

sentence of Section 2.9(a) are hereby deleted.




(m)          The second column of the chart (Term A

Loans) in Section 2.9(b) is hereby deleted and replaced by the following

column:








	

  Quarterly Date


  	

   


  	

  Term A Loans


  
	

  December 31, 2001


  	

   


  	

    

  $1,190,529


  
	

  March 31, June 30, September 30, and

  December 31, 2002


  	

   


  	

    

  $1,309,582


  
	

  March 31, June 30, September 30, and

  December 31, 2003


  	

   


  	

    

  $1,785,794


  
	

  March 31, 2004


  	

   


  	

    

  $2,381,058


  
	

  June 30, 2004


  	

   


  	

    

  $1,700,226


  
	

  September 30, and December 31, 2004


  	

   


  	

    

  $0


  
	

  March 31, June 30, September 30, and

  December 31, 2005


  	

   


  	

    

  $0


  
	

  March 31 and June 30, 2006


  	

   


  	

    

  $0


  










No

change is made to the third column of such chart (Term B Loans).




(n)           Section 6.2 is hereby amended to add

the following clauses (d) through (e) and to renumber existing clause (d) as

(f):




(d)           the

occurrence of any event of default or termination under any Sale-Leaseback

Agreement between a Credit Party and AGRP Holding Corp. or any of its

Subsidiaries;




(e)           the

occurrence of any event of default or termination under any instrument,

agreement or mortgage between AGRP Holding Corp. or any of its Subsidiaries and

CIBC Inc. in connection with any loan secured by a mortgage on property leased

or used by any Credit Party; and




(o)           Clause (iv) of Section 7.6(a) of the

Credit Agreement is hereby deleted and replaced by the following:




(iv)

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 payments in respect of and in accordance

with the Camping World Incentive Management Agreements not exceeding

$15,000,000 in the aggregate since April 2, 1997; provided, that Restricted

Junior Payments under this clause (iv) shall not exceed $1,000,000 for each of

the 1998, 1999, 2000 and 2001 fiscal years of the Borrower and $11,000,000 for

the 2002 fiscal year of the Borrower and there shall be no payments made

pursuant to this clause (iv) thereafter; provided further that the following

additional conditions of Section 7.6(b) must be satisfied in order for the

Borrower to make the $11,000,000 payment due in April 2002,













 




(p)           The following Section 7.6(b) is

hereby added to the Credit Agreement:




(b)           Payment of the $11,000,000 Restricted

Junior Payment due in April 2002 as described in Section 7.6(a)(iv) shall be

subject to satisfaction of the following conditions:




                (i)            The Credit Parties shall have delivered to the

Administrative Agent and each Lender their consolidated statements of income,

retained earnings and cash flows for period of twelve fiscal months ending on

February 28, 2002, and the related consolidated balance sheets of the Credit

Parties as at the end of such period;




                (ii)           Based on the financial statements delivered pursuant to

clause (i) above, the Consolidated Operating Cash Flow of the Credit Parties

for the twelve-month period ending February 28, 2002 shall not be less than

$43,000,000;




                (iii)          Based on the financial statements delivered pursuant to

clause (i) above, the Credit Parties shall be in compliance, to give effect to

such payment on a pro forma basis as if such payment occurred on the first day

of the twelve-fiscal –month period referred to in clause (i), with the

following covenants:




                                (A)          the Consolidated Total Leverage Ratio

of the Credit Parties shall not exceed 5.50 to 1;




                                (B)           the Consolidated Senior Leverage

Ratio of the Credit Parties shall not exceed 2.50 to 1;




                                (C)           the Consolidated Fixed Charges Ratio

of the Credit Parties as at February 28, 2002 shall be greater than 1.05 to 1;




provided that the

Credit Parties shall calculate such covenants as of February 28, 2002 and any

reference therein to any “period” or “period of four consecutive fiscal

quarters” shall be deemed to be the period of twelve consecutive fiscal months

ending February 28, 2002;




                (iv)          the Credit Parties shall have delivered to the

Administrative Agent a certificate, substantially similar to the Compliance

Certificate but incorporating the conditions specified in clauses (ii) and

(iii) above in addition to those contained in the Compliance Certificate,

demonstrating compliance with clauses (ii) and (iii) and such certificate shall

be in form and substance satisfactory to the Administrative Agent; and













 




                (v)           after giving effect to any such payment, the difference

between the aggregate Revolving Credit Commitments minus the aggregate

Revolving Credit Exposure shall equal or exceed $15,000,000;




(q)           Section 7.9 is

hereby deleted in its entirety and replaced by the following:




                (a)           Maximum

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


  
	

   


  	

   


  	

   


  
	

  December 5, 2001 through December 30, 2002


  	

   


  	

  5.50 to 1


  
	

   


  	

   


  	

   


  
	

  December 31, 2002 through December 30, 2003


  	

   


  	

  5.00 to 1


  
	

   


  	

   


  	

   


  
	

  December 31, 2003 through December 30, 2004


  	

   


  	

  4.50 to 1


  
	

   


  	

   


  	

   


  
	

  December 31, 2004 and at all times thereafter


  	

   


  	

  4.25 to 1


  










 




                (b)           Maximum

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


  
	

   


  	

   


  	

   


  
	

  December 5, 2001 through March 31, 2002


  	

   


  	

  2.25 to 1


  
	

   


  	

   


  	

   


  
	

  April 1, 2002 through September 29, 2002


  	

   


  	

  2.50 to 1


  
	

   


  	

   


  	

   


  
	

  September 30, 2002 through December 30, 2002


  	

   


  	

  2.25 to 1


  
	

   


  	

   


  	

   


  
	

  December 31, 2002 through December 30, 2003


  	

   


  	

  2.00 to 1


  
	

   


  	

   


  	

   


  
	

  December 31, 2003 through December 30, 2004


  	

   


  	

  1.75 to 1


  
	

   


  	

   


  	

   


  
	

  December 31, 2004 and at all times thereafter


  	

   


  	

  1.50 to 1


  










 




                (c)           Maximum

Capital Expenditures.  The Credit

Parties will not permit the aggregate amount of Capital Expenditures in any

fiscal year to exceed $10,000,000.




                (d)           Maximum

Consolidated Fixed Charges Ratio. 

The Credit Parties will not permit the Consolidated Fixed Charges Ratio

as at the last day of any fiscal quarter during any period below to less than

or equal to the ratio set opposite such period below:













 








	

  Period


  	

   


  	

  Ratio


  
	

   


  	

   


  	

   


  
	

  December 5, 2001  through

  December 30, 2002


  	

   


  	

  1.05 to 1


  
	

   


  	

   


  	

   


  
	

  December 31, 2002 and at all times thereafter


  	

   


  	

  1.10 to 1


  










 




                (e)           Minimum

Consolidated Operating Cash Flow. 

The Credit Parties will not permit Consolidated Operating Cash Flow, for

any period of four consecutive fiscal quarters most recently ended, during any

of the periods set forth below to be less than the amount set opposite such

period:








	

  Period


  	

   


  	

  Consolidated


  
	

   


  	

   


  	

  Operating


  
	

   


  	

   


  	

  Cash Flow


  
	

   


  	

   


  	

   


  
	

  December 5, 2001  through

  December 30, 2002


  	

   


  	

  $41,500,000


  
	

   


  	

   


  	

   


  
	

  December 31, 2002 through December 30, 2003


  	

   


  	

  $43,000,000


  
	

   


  	

   


  	

   


  
	

  December 31, 2003 through December 30, 2004


  	

   


  	

  $45,000,000


  
	

   


  	

   


  	

   


  
	

  December 31, 2004 and at all times thereafter


  	

   


  	

  $46,000,000


  










 




(r)            Schedule 2.1 of the Credit

Agreement is hereby deleted in its entirety and replaced by the Schedule 2.1

attached hereto.




(s)           All of the

Schedules to the Credit Agreement prepared by the Credit Parties are hereby

deleted and replaced with the Schedules designated with the corresponding

Schedule number and attached hereto.




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.




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 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)           Revolving Credit Notes.  The Administrative Agent shall have received

for each Revolving Credit Lender whose Revolving Credit Commitment is

increasing pursuant to this Amendment, a duly completed and executed promissory

note for such Lender made in the principal amount of such Revolving Credit

Lender’s Revolving Credit Commitment as modified hereby.




(c)           Joinder of Subsidiaries.  With respect to any Subsidiary of a Credit

Party that is not a Credit Party prior to the date hereof , delivery to the

Administrative Agent of the documents required by Section 6.10 of the Credit

Agreement, duly executed by each such Subsidiary, together with copies of the

charter and bylaws of each such Subsidiary, good standing certificates and

resolutions authorizing the joinder of such Subsidiary as a party to the Loan

Documents certified by the secretary of such Subsidiary.




(d)           Amendment to Pledge Agreement.  Delivery to the Administrative Agent of an

amendment to the Pledge Agreement satisfactory in form and substance to the

Administrative Agent signed on behalf of each party to the Pledge Agreement

adding (i) the promissory note issued by AGRP Holding Corp. in the principal

amount of $4,835,000 and (ii) the capital stock of any Subsidiary described in

clause (c) above to the Pledged Collateral (as defined in the Pledge

Agreement).




(e)           Schedules.  The Administrative Agent shall have received

revised Schedules to the Credit Agreement which Schedules shall be attached

hereto.




(f)            Corporate Structure.  The corporate organizational structure,

capital structure and ownership of the Credit Parties, shall be as set forth on

Schedules 4.12 and 4.13 annexed hereto.




(g)           Corporate Matters.  The Administrative Agent shall have received

such documents and certificates as the Administrative Agent or Special Counsel

may reasonably request relating to the organization, existence and good

standing of each new Credit Party, the authorization of this Amendment and the

2001 Sale-Leaseback Transactions and any other legal matters relating to the

Credit Parties, this Agreement, the other Loan Documents or the 2001

Sale-Leaseback Transactions, all in form and substance reasonably satisfactory

to the Administrative Agent and its counsel.




(h)           Security Interests in Personal and

Mixed Property.  To the extent not

otherwise satisfied pursuant to the Credit Agreement, the Administrative Agent

shall have received evidence satisfactory to it that the Credit Parties shall

have taken or caused to be taken all such actions, executed and delivered or

caused to be executed and delivered all such agreements, documents and

instruments, and made or caused to be made all such filings and recordings that

may be necessary or, in the opinion of the Administrative Agent, desirable in

order to create in favor of the Administrative Agent, for the benefit of the

Lenders, a valid and (upon such filing and recording) perfected First Priority

security interest in the entire personal and mixed property Collateral. Such

actions shall include, without limitation, the following:













 




(i)            Lien Searches and UCC Termination

Statements.  With respect to each

Credit Party, delivery to the Administrative Agent of (A) the results of a

recent search, by a Person satisfactory to the Administrative Agent, of all

effective UCC financing statements and fixture filings and all judgment and tax

lien filings which may have been made with respect to any personal or mixed

property of any Credit Party, together with copies of all such filings

disclosed by such search, in the jurisdiction deemed to be such Credit Party’s

location under Article 9 of the Uniform Commercial Code which became effective

on July 1, 2001 and, with respect to any Subsidiary described in clause (c)

above, under Article 9 of the Uniform Commercial Code as in effect prior to

such date and (B) UCC termination statements duly executed by all applicable

Persons for filing in such jurisdiction as may be necessary to terminate any

effective UCC financing statements or fixture filings disclosed in such search

(other than any such financing statements or fixture filings in respect of

Liens permitted to remain outstanding pursuant to the terms of this Amendment);

and




(ii)           UCC Financing Statements and

Fixture Filings.  Delivery to the

Administrative Agent of UCC financing statements and, where appropriate,

fixture filings with respect to all personal and mixed property Collateral of

such Credit Party, for filing in all jurisdictions as may be necessary or, in

the opinion of the Administrative Agent, desirable to perfect the security

interests created in such Collateral pursuant to the Collateral Documents

(including any filings necessary under Article 9 of the Uniform Commercial Code

which became effective on July 1, 2001 and filings against any Subsidiary

described in clause (c) above);




(i)            Mortgages.  The Administrative Agent shall have received

from each Credit Party:




(i)            Mortgages.  Fully executed and notarized Mortgages (each

of which shall constitute an “Additional Mortgage” under the Credit Agreement

and shall be referred to herein as an “Amendment Mortgage”, and

collectively, the “Amendment Mortgages”), in proper form for recording

in all appropriate places in all applicable jurisdictions, encumbering all of

the Sale-Leaseback Properties;




(ii)           Leasehold Interests.  Copies of all Sales-Leaseback Lease

Agreements;




(iii)          Landlord Consents and Estoppels.  With respect to each Sale-Leaseback

Property, a Landlord Consent and Estoppel with respect thereto and where

required by the terms of any lease, the consent of the mortgagee, ground lessor

or other party;




(iv)          Matters Relating to Flood Hazard

Properties.  (A) Evidence reasonably

acceptable to the Administrative Agent as to whether any Sale-Leaseback

Property is a Flood Hazard Property and (B) if there are any such Flood Hazard

Properties, evidence that the applicable Credit Party has obtained flood

insurance with respect to each Flood Hazard Property in amounts approved by the

Administrative Agent, or evidence acceptable to the Administrative Agent that

such insurance is not available;













 




(v)           Title Insurance.  (A) ALTA mortgagee title insurance policies

or unconditional commitments therefor and title updates and endorsements (the “Amendment

Mortgage Policies”) issued by the Title Company with respect to the

Sale-Leaseback Properties, in amounts not less than the respective amounts

designated therein with respect to any particular Sale-Leaseback Properties,

insuring fee simple title to, or a valid leasehold interest in, each such Sale-Leaseback

Property vested in such Credit Party and assuring the Administrative Agent that

the applicable Amendment Mortgages create valid and enforceable First Priority

mortgage Liens on the respective Sale-Leaseback Properties encumbered thereby,

subject only to a standard exceptions as may be reasonably acceptable by the

Administrative Agent, which Amendment Mortgage Policies (I) shall include all

endorsements for matters reasonably requested by the Administrative Agent and

(II) shall provide for affirmative insurance and such reinsurance as the

Administrative Agent may reasonably request, all of the foregoing in form and

substance reasonably satisfactory to the Administrative Agent; and (B) evidence

satisfactory to the Administrative Agent that such Credit Party has (I)

delivered to the Title Company all certificates and affidavits required by the

Title Company in connection with the issuance of the Amendment Mortgage

Policies and (II) paid to the Title Company or to the appropriate Governmental

Authorities all expenses and premiums of the Title Company in connection with

the issuance of the Amendment Mortgage Policies and all recording and stamp

taxes (including mortgage recording and intangible taxes) payable in connection

with recording the Amendment Mortgages in the appropriate real estate records;




(vi)          Title Reports.  With respect to each Sale-Leaseback Property

listed (and marked with an asterisk) in Schedule 4.5 annexed hereto, a

title report issued by the Title Company with respect thereto, dated not more

than 30 days prior to the Effective Date and satisfactory in form and substance

to the Administrative Agent;




(vii)         Copies of Documents Relating to

Title Exceptions.  Copies of all

recorded documents listed as exceptions to title or otherwise referred to in

the Amendment Mortgage Policies or in the title reports delivered pursuant to

clause (vi) above;




(viii)        Nondisturbance Agreements.  With respect to each Sale-Leaseback

Property, a Nondisturbance and Attornment Agreement, in form and substance

satisfactory to the Administrative Agent, with respect thereto from the

mortgagee; and




(ix)           Opinions of Local Counsel.  An opinion of counsel (which counsel shall

be reasonably satisfactory to the Administrative Agent) in each state in which

an Sale-Leaseback Property is located with respect to the enforceability of the

form(s) of Amendment Mortgages to be recorded in such state and such other

matters as the Administrative Agent may reasonably request, in each case in

form and substance reasonably satisfactory to the Administrative Agent.













 




(j)            Environmental Reports.  The Administrative Agent shall have received

reports or, if applicable, updates of reports and other information, in form,

scope and substance satisfactory to the Administrative Agent, regarding environmental

matters relating to the Facilities, which reports shall include a Phase I

environmental assessment for each of the Facilities listed in clause (i) of

Schedule 4.5 (and so identified thereon) annexed hereto which conforms to the

ASTM Standard Practice for Environmental Site Assessments: Phase I

Environmental Site Assessment Process E 1527-94 and a transaction screen for

each of the Facilities listed in clause (ii) of Schedule 4.5 (and so identified

thereon) annexed hereto which conforms to the ASTM Standard Practice for

Environmental Site Assessments: 

Transaction Screen Process E 1528-96. 

Such reports shall be conducted by one or more environmental consulting

firms reasonably satisfactory to the Administrative Agent.




(k)           Evidence of Insurance.  The Administrative Agent shall have received

a certificate from the Credit Parties’ insurance broker or other evidence

satisfactory to it that all insurance required to be maintained pursuant to

Section 6.5 is in full force and effect and that the Administrative Agent on

behalf of the Lenders has been named as additional insured and loss payee

thereunder to the extent required under Section 6.5.




(l)            Necessary Governmental

Authorizations and Consents.  The

Credit Parties shall have obtained all permits, licenses, authorizations or

consents from all Governmental Authorities and all consents of other Persons

with respect to Material Indebtedness, Liens and agreements listed on Schedule

4.14 (and so identified thereon) annexed hereto, in each case that are

necessary or advisable in connection with the transactions contemplated by this

Amendment, and the continued operation of the business conducted by the

Borrower and its Subsidiaries, and each of the foregoing shall be in full force

and effect, in each case other than those the failure to obtain or maintain

which, either individually or in the aggregate, would not reasonably be

expected to have a Material Adverse Effect. 

No action, request for stay, petition for review or rehearing,

reconsideration or appeal with respect to any of the foregoing shall be

pending, and the time for any applicable Governmental Authority to take action

to set aside its consent on its own motion shall have expired.




(m)          Compliance Certificate;

Consolidated Senior and Total Leverage Ratios.  The Administrative Agent shall have received a Compliance

Certificate of a Financial Officer of the Borrower, in form and detail

satisfactory to the Administrative Agent, certifying as of the date hereof

compliance with (i) the Consolidated Senior Leverage Ratio does not exceed 2.25

to 1 and (ii) the Consolidated Total Leverage Ratio does not exceed 5.50 to 1,

in each case for the period of four consecutive fiscal quarters ending

September 30, 2001 on a pro forma basis assuming the 2001 Sale-Leaseback Transactions

occurred at the beginning of such period.




(n)           Solvency Assurances.  The Administrative Agent shall have received

a certificate from a Financial Officer of the Borrower to the effect that, as

of the Effective Date and after giving effect to the initial Loans hereunder,

the 2001 Sale-Leaseback Transactions and to the other Transactions:













 




(i)            the aggregate value of all

properties of the Credit Parties at their present fair saleable value (i.e.,

the amount that may be realized within a reasonable time, considered to be six

months to one year, either through collection or sale at the regular market

value, conceiving the latter as the amount that could be obtained for the

property in question within such period by a capable and diligent businessman from

an interested buyer who is willing to purchase under ordinary selling

conditions), exceed the amount of all the debts and liabilities (including

contingent, subordinated, unmatured and unliquidated liabilities) of the Credit

Parties,




(ii)           the Credit Parties will not, on a

consolidated basis, have an unreasonably small capital with which to conduct

their business operations as heretofore conducted and




(iii)          the Credit Parties will have, on a

consolidated basis, sufficient cash flow to enable them to pay their debts as

they mature.




Such certificate shall

include a statement to the effect that the financial projections and underlying

assumptions contained in such analysis are, fair and reasonable and accurately

computed.




(o)           Financial Officer Certificate; Total

Indebtedness; Holding Company Notes Indenture.  The Administrative Agent shall have received a certificate, dated

the Effective Date and signed by the President, a Vice President or a Financial

Officer of the Borrower, certifying (i) compliance with the conditions set

forth in paragraphs (a) and (b) of Section 5.3 of the Credit Agreement, (ii)

that the aggregate Indebtedness of the Credit Parties on the date hereof, after

giving effect to the 2001 Sale-Leaseback Transactions, does not exceed

$95,000,000 and (iii) that the Loans and Commitments are “Permitted Senior

Indebtedness” under the Holding Company Notes Indenture including a

representation that the Loans and Commitments are permitted to be incurred

under, and do not violate the provisions of, the Holding Company Notes

Indenture and are permitted to be secured by the assets of the Credit Parties

under the Holding Company Notes Indenture and such certificate shall

demonstrate in reasonable detail the basis for such certification.




(p)           Sale-Leaseback Transactions.




(i)            All conditions precedent to the

consummation of the 2001 Sale-Leaseback Transactions, including those set forth

in the 2001 Sale-Leaseback Transaction Documents shall have been satisfied;




(ii)           the 2001 Sale-Leaseback Transactions

shall have been consummated substantially in accordance with the terms of the

2001 Sale-Leaseback Transaction Documents;




(iii)          the Administrative Agent shall have

received copies of the 2001 Sale-Leaseback Transaction Documents and legal

opinions relating to the 2001 Sale-Leaseback Transactions and the same shall be

satisfactory to the Administrative Agent and Special Counsel and shall be in

full force and effect and shall not have been amended, modified or

supplemented;













 




(iv)          the Borrower shall have received not

less than $47,475,000 in gross cash proceeds from the consummation of the 2001

Sale-Leaseback Transactions and not less than $45,375,000 of such proceeds

shall constitute Net Cash Proceeds to be applied to the prepayment of the Loans

and the permanent reduction of Commitments in such amount pursuant to Sections

2.10(b)(iii) and 2.10(c) of the Credit Agreement as amended hereby;




(v)           for each Sale-Leaseback Property, the

Administrative Agent shall have received a copy of a real estate appraisal

performed by an appraiser experienced in evaluating the fair market value of

commercial property providing an appraisal of the fair market value of such

property, and such appraisal shall be in form and substance satisfactory to the

Administrative Agent; and




(vi)          the Administrative Agent shall have

received a certificate of an officer of the Borrower to the effect that the

conditions set forth in clauses (i)-(iv) above have been satisfied.




(q)           No Material Adverse Effect.  There shall have occurred no Material

Adverse Effect (in the reasonable opinion of the Administrative Agent) since

December 31, 2000 with respect to the Credit Parties.




(r)            Opinion of Counsel to Credit

Parties.  The Administrative Agent

shall have received a favorable written opinion (addressed to the Administrative

Agent and the Lenders and dated the Effective Date) of Kaplan, Strangis and

Kaplan, P.A., counsel to the Credit Parties, in the form and substance

satisfactory to the Lenders and Special Counsel and covering such matters

relating to the Credit Parties, this Amendment, the other Loan Documents or the

2001 Sale-Leaseback Transactions as the Required Lenders shall request

including an opinion that such transactions are permitted under the Holding

Company Notes Indentures and the Loans and Commitments are “Permitted Senior

Indebtedness” under the Holding Company Notes Indenture and are permitted to be

incurred under, and do not violate the provisions of, the Holding Company Notes

Indenture and are permitted to be secured by the assets of the Credit Parties

under the Holding Company Notes Indenture (and each Credit Party hereby

requests such counsel to deliver such opinion).




(s)           Fees and Expenses.




(i)            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.




(ii)           Each Lender who has agreed to this

Amendment and executed its signature line below shall have received an

amendment fee in an amount equal to 0.50% of the sum of such Lender’s Revolving

Credit Commitments (prior to adjustments pursuant to this Amendment) plus the

outstanding principal amount of its Term Loans (after the prepayments under

Section 2.10(b)(iii) in connection with the 2001 Sale-Leaseback Transactions).













 




(t)            Other Documents.  The Administrative Agent shall have received

such other documents as the Administrative Agent or any Lender or Special

Counsel shall have reasonably requested.




6.             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 and in connection with a review of the Collateral by

Special Counsel.













                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/


  
	

   


  	

  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/


  
	

   


  	

  Name:


  	

  Mark J. Boggess


  
	

   


  	

  Title:


  	

  Senior Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  AFFINITY BROKERAGE, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Mark J. Boggess


  
	

   


  	

  Title:


  	

  Senior Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  AFFINITY

  ROAD AND TRAVEL CLUB, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Mark J.

  Boggess


  
	

   


  	

  Title:


  	

  Senior Vice

  President


  
										














 




	

   


  	

  AGI PROPERTIES OF COLORADO, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Mark J. Boggess


  
	

   


  	

  Title:


  	

  Senior Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  AGI REAL ESTATE HOLDINGS, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Mark J. Boggess


  
	

   


  	

  Title:


  	

  Senior Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  CAMP COAST TO COAST, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Mark J. Boggess


  
	

   


  	

  Title:


  	

  Senior Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  CAMPING REALTY, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Mark J. Boggess


  
	

   


  	

  Title:


  	

  Senior Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  CAMPING WORLD, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Mark J. Boggess


  
	

   


  	

  Title:


  	

  Senior Vice President


  
															














 




	

   


  	

  CWI, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Mark J. Boggess


  
	

   


  	

  Title:


  	

  Senior Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  CW MICHIGAN, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Mark J. Boggess


  
	

   


  	

  Title:


  	

  Senior Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  CW TEXAS, LP


  
	

   


  	

   


  	

   


  
	

   


  	

  By: 

  


  	

  AFFINITY GROUP, INC., its General Partner


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Mark J. Boggess


  
	

   


  	

  Title:


  	

  Senior Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  EHLERT PUBLISHING GROUP, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Mark J. Boggess


  
	

   


  	

  Title:


  	

  Senior Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  EXPOSITIONS GROUP, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Mark J. Boggess


  
	

   


  	

  Title:


  	

  Senior Vice President


  
											














 




	

   


  	

  GOLF CARD HOLDING CORPORATION


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Mark J. Boggess


  
	

   


  	

  Title:


  	

  Senior Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  GOLF CARD INTERNATIONAL CORP.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Mark J. Boggess


  
	

   


  	

  Title:


  	

  Senior Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  GOLF CARD RESORT SERVICES, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Mark J. Boggess


  
	

   


  	

  Title:


  	

  Senior Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  GSS ENTERPRISES, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Mark J. Boggess


  
	

   


  	

  Title:


  	

  Senior Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  TL ENTERPRISES, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Mark J. Boggess


  
	

   


  	

  Title:


  	

  Senior Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  VBI, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Mark J. Boggess


  
	

   


  	

  Title:


  	

  Senior Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
						





 













 




	

   


  	

  WOODALL PUBLICATIONS CORPORATION


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Mark J. Boggess


  
	

   


  	

  Title:


  	

  Senior Vice President


  





 




 













 




JOINDER TO AMENDED AND RESTATED CREDIT

AGREEMENT




 




                IN WITNESS WHEREOF,

each of the undersigned. (the “New Credit Parties”) hereby agrees that

effective from and after the date set forth above, it shall be deemed to be a

“Credit Party” under and to be bound by all of the terms, restrictions and

provisions set forth in the Credit Agreement (as amended to the date hereof

including the Third Amendment) .  This

signature page shall be deemed a counterpart signature page to the Credit

Agreement as required by Section 6.10 thereof.




 




	

   


  	

  CAMPING WORLD RV SALES, INC.


  	 

	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  	 

	

   


  	

  Name:


  	

  Mark J. Boggess


  	 

	

   


  	

  Title:


  	

  Senior Vice President


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  THUNDER PRESS, INC.


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

  /s/


  	 

	

   


  	

  Name:


  	

  Mark J. Boggess


  	 

	

   


  	

  Title:


  	

  Senior Vice President


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  COAST MARKETING GROUP, INC.


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

  /s/


  	 

	

   


  	

  Name:


  	

  Mark J. Boggess


  	 

	

   


  	

  Title:


  	

  Senior Vice President


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  POWER SPORTS MEDIA, INC.


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

  /s/


  	 

	

   


  	

  Name:


  	

  Mark J. Boggess


  	 

	

   


  	

  Title:


  	

  Senior Vice President


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  CAMPING WORLD INSURANCE


  SERVICES OF NEVADA, INC.


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

  /s/


  	 

	

   


  	

  Name:


  	

  Mark J. Boggess


  	 

	

   


  	

  Title:


  	

  Senior Vice President


  	 

						














 




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/


  	 

	

   


  	

  Name:


  	

  Mark J. Boggess


  
	

   


  	

  Title:


  	

  Senior Vice President


  





 













 




SIGNATURE PAGES OF AGENTS AND LENDERS




 




 




	

   


  	

  ADMINISTRATIVE AGENT


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  FLEET NATIONAL BANK, as


  Administrative Agent


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

  /s/


  	 

	

   


  	

  Name:


  	

  Peter van der Horst


  	 

	

   


  	

  Title:


  	

  Director


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  LENDER


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  FLEET NATIONAL BANK


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Peter van der Horst


  	 

	

   


  	

  Title:


  	

  Director


  	 

						





 













SIGNATURE PAGES OF AGENTS AND LENDERS




 




 




	

   


  	

  SYNDICATION AGENT


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  THE PROVIDENT BANK, as 


  Syndication Agent


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Nick Jevic


  
	

   


  	

  Title:


  	

  Senior Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

  LENDER


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  THE PROVIDENT BANK


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Nick Jevic


  
	

   


  	

  Title:


  	

  Senior Vice President


  





 













SIGNATURE PAGES OF AGENTS

AND LENDERS




 




 




	

   


  	

  DOCUMENTATION AGENT


  
	

   


  	

   


  	

   


  
	

   


  	

  BANK ONE, KENTUCKY, NA, as


  Documentation Agent


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  	 

	

   


  	

  Name:


  	

  Kevin Christensen


  
	

   


  	

  Title:


  	

  Officer


  
	

   


  	

   


  	

   


  
	

   


  	

  LENDER


  
	

   


  	

   


  	

   


  
	

   


  	

  BANK ONE, KENTUCKY, NA


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  	 

	

   


  	

  Name:


  	

  Kevin Christensen


  
	

   


  	

  Title:


  	

  Officer


  





 













 




SIGNATURE PAGES OF AGENTS AND LENDERS




 




 




	

   


  	

  LENDER


  
	

   


  	

   


  	

   


  
	

   


  	

  CIBC INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Matthew Jones


  
	

   


  	

  Title:


  	

  Managing

  Director as Agent


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  LENDER


  
	

   


  	

   


  	

   


  
	

   


  	

  FIRSTAR BANK N.A.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Eric A. Walker


  
	

   


  	

  Title:


  	

  Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  LENDER


  
	

   


  	

   


  	

   


  
	

   


  	

  GOLDENTREE

  HIGH YIELD PARTNERS LP


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Frederick S. Haddad


  
	

   


  	

  Title:


  	

  Partner


  





 













 




	

   


  	

  GOLDENTREE HIGH YIELD


  	 

	

   


  	

  OPPORTUNITIES I, LP


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

  /s/


  	 

	

   


  	

  Name:


  	

  Frederick S. Haddad


  	 

	

   


  	

  Title:


  	

  Partner


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  LENDER


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  CITIZENS BANK OF MASSACHUSETTS


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Peter Kirkiris


  	 

	

   


  	

  Title:


  	

  Assistant Vice President


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  LENDER


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  ARCHIMEDES FUNDING II LTD.


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By: 

  ING Capital Advisors LLC


  	 

	

   


  	

  as Collateral Manager


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

  /s/


  	 

	

   


  	

  Name:


  	

  Helen Y. Rhee


  	 

	

   


  	

  Title:


  	

  Vice President & Portfolio


  	 

	

   


  	

   


  	

  Manager


  	 















 




	

   


  	

  LENDER


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  KZH ING-1 LLC


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

  /s/


  	 

	

   


  	

  Name:


  	

  Virginia Conway


  	 

	

   


  	

  Title:


  	

  Authorized Agent


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  KZH ING-2 LLC


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

  /s/


  	 

	

   


  	

  Name:


  	

  Virginia Conway


  	 

	

   


  	

  Title:


  	

  Authorized Agent


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  KZH ING-3 LLC


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

  /s/


  	 

	

   


  	

  Name:


  	

  Virginia Conway


  	 

	

   


  	

  Title:


  	

  Authorized Agent


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  LENDER


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  BLACK DIAMOND CLO 1998-I LTD.


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

  /s/


  
	

   


  	

  Name:


  	

  Alan Corkish


  	 

	

   


  	

  Title:


  	

  Director


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  BLACK DIAMOND CLO 2000-I LTD.


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

  /s/


  	 

	

   


  	

  Name:


  	

  Alan Corkish


  	 

	

   


  	

  Title:


  	

  Director


  	 

						














 




	

   


  	

  FIRST SOURCE LOAN OBLIGATIONS TRUST


  	 

	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  First Source Financial, Inc., its Servicer

  and Administrator


  	 

	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/


  	 

	

   


  	

  Name:


  	

  Maureen S. Ault


  
	

   


  	

  Title:


  	

  Vice President


  





 













Schedule

A




Sale-Leaseback Properties




 




3830 Saco Road,




Bakersfield, CA 93308




 




14900 S. Firestone Blvd.




LaMirada, CA 90638




 




24901 W. Pico Canyon Road




Santa Clarita, CA 91381




 




5175 W. Irlo Bronson Memorial

Pkwy.




Kissimmee, FL 34746




 




134 Beech Bend Road




Bowling Green, KY 42104




 




650 Three Springs Road




Bowling Green, KY 42104




 




3632 Highway 501




Myrtle Beach, SC 29577




 




2622 Music Valley Drive




Nashville, TN 37214




 




5880 W. 59th Ave




Arvada, Colorado  80002




 




2575 Vista Del Mar Drive




Ventura, CA  93001




 




64 Inverness Drive East




Englewood, CO 80112




 













Schedule 2.1




Commitments




 




 




	

  LENDER


  	

   


  	

  REVOLVING CREDIT COMMITMENT


  	

   


  	

  TERM A LOAN COMMITMENT


  	

   


  	

  TERM B LOAN COMMITMENT


  
	

  FLEET NATIONAL BANK


  	

   


  	

  $20,917,459.75


  	

   


  	

  $4,662,184.83


  	

   


  	

  0


  
	

  THE PROVIDENT BANK


  	

   


  	

  $12,832,540.25


  	

   


  	

  $3,236,241.16


  	

   


  	

  $4,027,947.28


  
	

  BANK ONE, KENTUCKY, NA


  	

   


  	

  $12,500,000.00


  	

   


  	

  $3,152,377.76


  	

   


  	

  0


  
	

  CIBC INC.


  	

   


  	

  $12,000,000.00


  	

   


  	

  $1,891,426.66


  	

   


  	

  0


  
	

  FIRSTAR BANK, N.A.


  	

   


  	

  $8,750,000.00


  	

   


  	

  $2,293,294.66


  	

   


  	

  0


  
	

  CITIZENS BANK OF


  MASSACHUSETTS


  	

   


  	

  $7,500,000.00


  	

   


  	

  $2,417,790.40


  	

   


  	

  0


  
	

  GOLDENTREE HIGH YIELD


  PARTNERS LP


  	

   


  	

  0


  	

   


  	

  0


  	

   


  	

  $860,381.55


  
	

  GOLDENTREE HIGH YIELD


  OPPORTUNITIES I, LP


  	

   


  	

  0


  	

   


  	

  0


  	

   


  	

  $3,742,989.27


  
	

  KZH ING-1 LLC


  	

   


  	

  0


  	

   


  	

  0


  	

   


  	

  $1,267,508.80


  
	

  KZH ING-2 LLC


  	

   


  	

  0


  	

   


  	

  0


  	

   


  	

  $2,112,514.66


  
	

  KZH ING-3 LLC


  	

   


  	

  0


  	

   


  	

  0


  	

   


  	

  $845,005.86


  
	

  ARCHIMEDES FUNDING II, LTD.


  	

   


  	

  0


  	

   


  	

  0


  	

   


  	

  $2,112,514.66


  
	

  FIRST SOURCE LOAN


  OBLIGATIONS TRUST


  	

   


  	

  0


  	

   


  	

  0


  	

   


  	

  $3,855,419.44


  
	

  BLACK DIAMOND CLO 1998-1 LTD.


  	

   


  	

  0


  	

   


  	

  0


  	

   


  	

  $2,712,423.88


  
	

  BLACK DIAMOND CLO 2000-1 LTD.


  	

   


  	

  0


  	

   


  	

  0


  	

   


  	

  $2,063,479.13


  
	

  TOTAL:


  	

   


  	

  $74,500,000.00


  	

   


  	

  $17,653,315.47


  	

   


  	

  $23,600,184.53


  





 













 




SCHEDULE 4.5




 




 




Real Property Assets




 




 




(i)            Owned Real Property Assets:




 




                 

Vacant land adjacent to New Braunfels, Texas store




 




 (ii)          Leases,

Subleases or Assignments of Leases (as Landlord or Tenant):




 




                A.            See

attached Schedule 4.5.1 as to sites leased to CWI, Inc.




 




                B.            See attached Schedule 4.5.1 as to

sites leased to Affinity Group, Inc.




 




                C.            Property:                                43646 I-94

Service Drive




                                                                                Belleville, Michigan




                                Landlord:                               AGRP

of Belleville, LLC




                                Tenant:                                  CW

Michigan, Inc.













 




SCHEDULE 4.5.1




 




	

   


  	

  CWI, Inc. Real Estate Leased Sites:


  
	

   


  	

  A.


  	

   


  	

  146 East Coury Avenue


  
	

   


  	

   


  	

   


  	

  Mesa, AZ 

  85210


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  B.


  	

   


  	

  4350 Central Place


  
	

   


  	

   


  	

   


  	

  Cordelia, CA  94585


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  C.


  	

   


  	

  4435 Granite Drive


  
	

   


  	

   


  	

   


  	

  Rocklin, CA  95677


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  D.


  	

   


  	

  151 Redlands Blvd


  
	

   


  	

   


  	

   


  	

  San Bernardino, CA  92408


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  E.


  	

   


  	

  200 Travelers Way


  
	

   


  	

   


  	

   


  	

  San Marcos, CA  92069


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  F.


  	

   


  	

  13575 Sycamore Ave


  
	

   


  	

   


  	

   


  	

  San Martin, CA  95046


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  G.


  	

   


  	

  4100 Youngfield Street


  
	

   


  	

   


  	

   


  	

  Wheat Ridge, CO  80033


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  H


  	

   


  	

  5600 Enterprise Pkwy


  
	

   


  	

   


  	

   


  	

  Ft Myers, FL  33905


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  I.


  	

   


  	

  6102 Lazy Days Blvd


  
	

   


  	

   


  	

   


  	

  Seffner, FL 33584


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  J.


  	

   


  	

  620 S. Woodcreek Drive


  
	

   


  	

   


  	

   


  	

  Bolingbrook, IL  60440


  














 




	

   


  	

   


  	

   


  	

   


  
	

   


  	

  K.


  	

   


  	

  201 Camping World Court


  
	

   


  	

   


  	

   


  	

  Bowling Green, KY  42104


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  L.


  	

   


  	

  21200 Rogers Drive


  
	

   


  	

   


  	

   


  	

  Rogers, MN 

  55374


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  M.


  	

   


  	

  1600 South Boulder Hwy


  
	

   


  	

   


  	

   


  	

  Henderson, NV  89015


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  N.


  	

   


  	

  602 Heron Drive


  
	

   


  	

   


  	

   


  	

  Swedesboro, NJ  08085


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  O.


  	

   


  	

  1244 Industrial Pkwy N


  
	

   


  	

   


  	

   


  	

  Brunswick, OH  44212


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  P.


  	

   


  	

  26875 SW Boones Ferry Rd


  
	

   


  	

   


  	

   


  	

  Wilsonville, OR  97070


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  Q.


  	

   


  	

  6209 I-35 North


  
	

   


  	

   


  	

   


  	

  Denton, TX 

  76205


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  R.


  	

   


  	

  1325 E. Expressway 83


  
	

   


  	

   


  	

   


  	

  Mission, TX  78572


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  S.


  	

   


  	

  13111 South Minuteman Dr.


  
	

   


  	

   


  	

   


  	

  Draper, UT 

  84020


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  T.


  	

   


  	

  4650 16th Street E


  
	

   


  	

   


  	

   


  	

  Tacoma, WA 

  98424


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  U.


  	

   


  	

  3891 IH 35 North


  
	

   


  	

   


  	

   


  	

  New Braunfels, Texas  78130


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  V.


  	

   


  	

  290 Industrial Park Drive


  
	

   


  	

   


  	

   


  	

  Belleville, MI  48111


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  W.


  	

   


  	

  3220 E. Irvington Road


  
	

   


  	

   


  	

   


  	

  Tucson, AZ   85714


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  X.


  	

   


  	

  10850 B

  Balls Ford Road


  
	

   


  	

   


  	

   


  	

  Manassas,

  VA  20109


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  Y.


  	

   


  	

  3830 Saco

  Road,


  
	

   


  	

   


  	

   


  	

  Bakersfield,

  CA 93308


  














 




	

   


  	

   


  	

   


  	

   


  
	

   


  	

  Z.


  	

   


  	

  14900 S.

  Firestone Blvd.


  
	

   


  	

   


  	

   


  	

  LaMirada, CA

  90638


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  AA.


  	

   


  	

  24901 W.

  Pico Canyon Road


  
	

   


  	

   


  	

   


  	

  Newhall, CA

  91381


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  BB.


  	

   


  	

  5175 W. Irlo

  Bronson Memorial Pkwy.


  
	

   


  	

   


  	

   


  	

  Kissimmee,

  FL 34746


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  CC.


  	

   


  	

  134 Beech

  Bend Road


  
	

   


  	

   


  	

   


  	

  Bowling

  Green, KY 42104


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  DD.


  	

   


  	

  650 Three

  Springs Road


  
	

   


  	

   


  	

   


  	

  Bowling

  Green, KY 42104


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  EE.


  	

   


  	

  3632 Highway

  501


  
	

   


  	

   


  	

   


  	

  Myrtle

  Beach, SC 29577


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  FF.


  	

   


  	

  2622 Music

  Valley Drive


  
	

   


  	

   


  	

   


  	

  Nashville,

  TN 37214


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  GG.


  	

   


  	

  5880 W. 59th

  Ave


  
	

   


  	

   


  	

   


  	

  Arvada,

  Colorado  80002


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  Affinity Group, Inc. Real Estate Leased Sites:


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  A.


  	

   


  	

  2575 Vista

  Del Mar Drive


  
	

   


  	

   


  	

   


  	

  Ventura, CA  93001


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  B.


  	

   


  	

  64 Inverness

  Drive East


  
	

   


  	

   


  	

   


  	

  Englewood,

  CO 80112


  
	

   


  	

   


  	

   


  	

   


  














SCHEDULE 4.6




 




 




 




Disclosed Matters




 




 




 




(a)           None.






















SCHEDULE 4.11




 




Management Structure of Borrower




 




 




Affinity Group, Inc.




	

  Stephen Adams


  	

   


  	

  Chairman


  
	

   


  	

   


  	

   


  
	

  Joe McAdams


  	

   


  	

  President and Chief

  Executive Officer


  
	

   


  	

   


  	

   


  
	

  Michael A. Schneider


  	

   


  	

  Chief Operating Officer


  
	

   


  	

   


  	

   


  
	

  Mark J. Boggess


  	

   


  	

  Senior Vice President and

  Chief Financial Officer


  
	

   


  	

   


  	

   


  
	

  Michael Blumer


  	

   


  	

  Senior Vice President and

  Chief Information Officer


  
	

   


  	

   


  	

   


  
	

  Thomas Wolfe


  	

   


  	

  Vice President/Corporate

  Controller


  
	

   


  	

   


  	

   


  
	

  Kevin Altieri


  	

   


  	

  Vice President/Member

  Services


  
	

   


  	

   


  	

   


  
	

  Joseph Daquino


  	

   


  	

  Vice President/Publisher


  
	

   


  	

   


  	

   


  
	

  Susan Bray Dlabola


  	

   


  	

  Vice President/The Good

  Sam Club


  
	

   


  	

   


  	

   


  
	

  William E. Estes


  	

   


  	

  Vice President/Trailer

  Life and Motor Home Magazines


  
	

   


  	

   


  	

   


  
	

  Paul E. Schedler


  	

   


  	

  Vice President


  
	

   


  	

   


  	

   


  
	

  Laura A. James


  	

   


  	

  Secretary


  





 




The following persons hold the

office or offices set forth opposite their name for each of the subsidiaries of

Borrower:




 




	

  Stephen

  Adams


  	

   


  	

  Chairman


  
	

  Mark J.

  Boggess


  	

   


  	

  Vice

  President and Chief Financial Officer


  





 




A - B Development Co.




	

  AGI

  Properties of Colorado, Inc.


  	

   


  	

  Partner


  
	

  Affinity

  Group, Inc.


  	

   


  	

  Managing

  Partner


  





 




Affinity Brokerage, Inc.




	

  Joe McAdams


  	

   


  	

  Chief

  Executive Officer


  
	

  Mark J.

  Boggess


  	

   


  	

  Vice

  President and Chief Financial Officer


  
	

  Laura A.

  James


  	

   


  	

  Secretary


  





 




Affinity Road and Travel Club, Inc.




	

  Joe McAdams


  	

   


  	

  Chief

  Executive Officer


  
	

  Mark J.

  Boggess


  	

   


  	

  Vice

  President and Chief Financial Officer


  
	

  Terry C.

  Lusk


  	

   


  	

  Secretary


  





AGI Properties of Colorado, Inc.













 




AGI Real Estate Holdings, Inc.




Golf Card Resort Services, Inc.




GSS Enterprises, Inc.




TL Enterprises, Inc.




	

  Joseph B.

  McAdams


  	

   


  	

  President

  and Chief Executive Officer


  
	

  Mark J.

  Boggess


  	

   


  	

  Vice

  President and Chief Financial Officer


  
	

  Paul E.

  Schedler


  	

   


  	

  Vice

  President


  
	

  Laura A.

  James


  	

   


  	

  Secretary


  





 




Camp Coast to Coast, Inc.




Coast Marketing Group, Inc.




	

  Joe McAdams


  	

   


  	

  Chief

  Executive Officer


  
	

  Mark J.

  Boggess


  	

   


  	

  Vice

  President and Chief Financial Officer


  
	

  Paul E.

  Schedler


  	

   


  	

  Vice

  President


  
	

  Laura A.

  James


  	

   


  	

  Secretary


  





 




Camping Realty, Inc.




CW Michigan, Inc.




	

  Thomas A.

  Donnelly


  	

   


  	

  President

  and Chief Executive Officer


  
	

  Joe McAdams


  	

   


  	

  Executive

  Vice President


  
	

  Mark J.

  Boggess


  	

   


  	

  Vice

  President and Chief Financial Officer


  
	

  Dean S.

  Ewing


  	

   


  	

  Vice

  President of Finance


  
	

  Cynthia W.

  Smith


  	

   


  	

  Secretary


  





 




Camping World, Inc.




	

  Thomas A.

  Donnelly


  	

   


  	

  President

  and Chief Executive Officer


  
	

  Joe McAdams


  	

   


  	

  Executive

  Vice President


  
	

  Mark J.

  Boggess


  	

   


  	

  Vice

  President and Chief Financial Officer


  
	

  Murray S.

  Coker


  	

   


  	

  Vice

  President of Marketing


  
	

  Dean S.

  Ewing


  	

   


  	

  Vice

  President of Finance


  
	

  Cynthia W.

  Smith


  	

   


  	

  Secretary


  





 




Camping World Insurance Services of Nevada, Inc.




	

  Thomas A.

  Donnelly


  	

   


  	

  President


  
	

  Mark J.

  Boggess


  	

   


  	

  Vice

  President and Chief Financial Officer


  
	

  Dean S.

  Ewing


  	

   


  	

  Vice

  President


  
	

  Cynthia W.

  Smith


  	

   


  	

  Secretary


  





 




Camping World RV Sales, Inc.




	

  Thomas A.

  Donnelly


  	

   


  	

  President

  and Chief Executive Officer


  
	

  Joe McAdams


  	

   


  	

  Executive

  Vice President


  
	

  Mark J.

  Boggess


  	

   


  	

  Vice

  President and Chief Financial Officer


  
	

  John

  Mancinelli


  	

   


  	

  Vice

  President of Dealer Development


  
	

  Dean S.

  Ewing


  	

   


  	

  Vice

  President of Finance


  
	

  Murray S.

  Coker


  	

   


  	

  Vice

  President of Marketing


  
	

  Cynthia W.

  Smith


  	

   


  	

  Secretary


  














CWI, Inc.




	

  Thomas A.

  Donnelly


  	

   


  	

  President

  and Chief Executive Officer


  
	

  Joseph B.

  McAdams


  	

   


  	

  Executive

  Vice President


  
	

  Mark J.

  Boggess


  	

   


  	

  Vice

  President and Chief Financial Officer


  
	

  Murray S.

  Coker


  	

   


  	

  Vice

  President of Marketing


  
	

  Dean S.

  Ewing


  	

   


  	

  Vice

  President of Finance


  
	

  Steven S.

  Snodgrass


  	

   


  	

  Vice

  President of Distribution


  
	

  James J.

  Schumm


  	

   


  	

  Vice

  President of Retail Stores


  
	

  Steven L.

  Needham


  	

   


  	

  Vice

  President of Merchandising


  
	

  James T.

  Bullock


  	

   


  	

  Vice

  President of MIS


  
	

  Ronald D.

  Chance


  	

   


  	

  Vice

  President of Human Resources


  
	

  William T.

  Walker


  	

   


  	

  Vice

  President of Real Estate


  
	

  Jane Browning


  	

   


  	

  Vice President of Catalog, Service and Operations


  
	

  John

  Mancinelli


  	

   


  	

  Vice

  President of Dealer Development


  
	

  Cynthia W.

  Smith


  	

   


  	

  Secretary


  





 




CW Texas, LP




	

  Affinity

  Group, Inc.


  	

   


  	

  General

  Partner


  
	

  CWI, Inc.


  	

   


  	

  Limited

  Partner


  





 




Ehlert Publishing Group, Inc.




Expositions Group, Inc.




Thunder Press




Power Sports Media, Inc.




	

  Steve

  Hedlund


  	

   


  	

  President


  
	

  Joseph B.

  McAdams


  	

   


  	

  Chief

  Executive Officer


  
	

  Michael A.

  Schneider


  	

   


  	

  Executive

  Vice President


  
	

  Mark J.

  Boggess


  	

   


  	

  Vice President

  and Chief Financial Officer


  
	

  Paul E.

  Schedler


  	

   


  	

  Vice

  President


  
	

  Laura A.

  James


  	

   


  	

  Vice

  President and Secretary


  





 




Golf

Card Holding Corporation




Golf Card International Corp.




	

  Bruce Hoster


  	

   


  	

  President


  
	

  Joseph B.

  McAdams


  	

   


  	

  Chief

  Executive Officer


  
	

  Mark J. Boggess


  	

   


  	

  Vice

  President and Chief Financial Officer


  
	

  Paul E.

  Schedler


  	

   


  	

  Vice

  President


  
	

  Laura A.

  James


  	

   


  	

  Secretary


  





 




VBI, Inc.




	

  Joseph B.

  McAdams


  	

   


  	

  President

  and Chief Executive Officer


  
	

  Michael A.

  Schneider


  	

   


  	

  Senior Vice

  President and General Counsel


  
	

  Mark J. Boggess


  	

   


  	

  Vice

  President and Chief Financial Officer


  
	

  Paul E.

  Schedler


  	

   


  	

  Vice

  President


  
	

  Laura A.

  James


  	

   


  	

  Secretary


  














Woodall Publications

Corporation




	

  Joseph B.

  McAdams


  	

   


  	

  Chief

  Executive Officer


  
	

  Mark J.

  Boggess


  	

   


  	

  Vice

  President and Chief Financial Officer


  
	

  Michael A.

  Schneider


  	

   


  	

  Vice

  President – Corporate Development


  
	

  Paul E.

  Schedler


  	

   


  	

  Vice

  President


  
	

  Joseph

  Daquino


  	

   


  	

  Vice

  President


  
	

  William E.

  Estes


  	

   


  	

  Vice

  President


  
	

  Laura A.

  James


  	

   


  	

  Secretary


  























SCHEDULE 4.12




 




 




 




Capitalization of Borrower




 




 




 




The authorized, issued and

outstanding capital stock of the Borrower consists of 2,000 shares of Common

Stock, all of which is duly and validly issued and outstanding, fully paid and

non-assessable and is owned by Affinity Group Holding, Inc.




 




The following key executives

have phantom stock agreements with the Borrower or any Restricted Subsidiary:




 




                                Joe McAdams




                                Mike Schneider




                                Tad Donnelly




                                Mark J. Boggess




                                Murray Coker




                                Mike Blumer




                                Paul Schedler




                                A.J. Maijala






















SCHEDULE 4.13




 




 




 




Subsidiaries




 




 




(a)           Subsidiaries




 




	

  A-B Development

  Co. (a general partnership)


  	

   


  	

   


  
	

  Jurisdiction of Organization:  Colorado


  	

   


  	

   


  
	

  Partners:


  	

   


  	

  Affinity Group, Inc., 1% general partner

  interest


  	

   


  
	

   


  	

   


  	

  AGI

  Properties of Colorado, Inc., 99% general partner interest


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Affinity

  Brokerage, Inc.


  	

   


  	

   


  
	

  Jurisdiction of Organization:  Delaware


  	

   


  	

   


  
	

  Shares (authorized, issued and

  outstanding):


  	

   


  	

   


  
	

   


  	

   


  	

  Authorized:


  	

  1,000


  	

   


  
	

   


  	

   


  	

  Issued and

  Outstanding:


  	

  100


  	

   


  
	

  Holders (include nature of interest and

  percentage held):


  	

   


  	

   


  
	

   


  	

   


  	

  Affinity

  Group, Inc.


  	

  100 


  	

  shares

  (100%)


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Affinity Road

  and Travel Club, Inc.


  	

   


  	

   


  
	

  Jurisdiction of Organization:  Texas


  	

   


  	

   


  
	

  Shares (authorized, issued and

  outstanding):


  	

   


  	

   


  
	

   


  	

   


  	

  Authorized:


  	

  5,000


  	

   


  
	

   


  	

   


  	

  Issued and

  Outstanding


  	

  5,000


  	

   


  
	

  Holders (include nature of interest and

  percentage held):


  	

   


  	

   


  
	

   


  	

   


  	

  Affinity

  Group, Inc.


  	

  5,000


  	

  shares

  (100%)


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  AGI

  Properties of Colorado, Inc.


  	

   


  	

   


  
	

  Jurisdiction of Organization:  Delaware


  	

   


  	

   


  
	

  Shares (authorized, issued and

  outstanding):


  	

   


  	

   


  
	

   


  	

   


  	

  Authorized:


  	

  1,000


  	

   


  
	

   


  	

   


  	

  Issued and

  Outstanding


  	

  100


  	

   


  
	

  Holders (include nature of interest and

  percentage held):


  	

   


  	

   


  
	

   


  	

   


  	

  Affinity

  Group, Inc.


  	

  100 


  	

  shares

  (100%)


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  AGI Real

  Estate Holdings, Inc.


  	

   


  	

   


  
	

  Jurisdiction of Organization:  Delaware


  	

   


  	

   


  
	

  Shares (authorized, issued and

  outstanding):


  	

   


  	

   


  
	

   


  	

   


  	

  Authorized:


  	

  1,000


  	

   


  
	

   


  	

   


  	

  Issued and

  Outstanding


  	

  100


  	

   


  
	

  Holders (include nature of interest and

  percentage held):


  	

   


  	

   


  
	

   


  	

   


  	

  Affinity

  Group, Inc.


  	

  100 


  	

  shares

  (100%)


  























	

  Camp Coast

  to Coast, Inc.


  	

   


  	

   


  
	

  Jurisdiction of Organization:  Delaware


  	

   


  	

   


  
	

  Shares (authorized, issued and

  outstanding):


  	

   


  	

   


  
	

   


  	

   


  	

  Authorized:


  	

  1,000


  	

   


  
	

   


  	

   


  	

  Issued and

  Outstanding


  	

  10


  	

   


  
	

  Holders (include nature of interest and

  percentage held):


  	

   


  	

   


  
	

   


  	

   


  	

  Affinity

  Group, Inc.


  	

  10 


  	

  shares

  (100%)


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Coast

  Marketing Group, Inc


  	

   


  	

   


  
	

  Jurisdiction of Organization:  Delaware


  	

   


  	

   


  
	

  Shares (authorized, issued and

  outstanding):


  	

   


  	

   


  
	

   


  	

   


  	

  Authorized:


  	

  1,000


  	

   


  
	

   


  	

   


  	

  Issued and

  Outstanding


  	

  100


  	

   


  
	

  Holders (include nature of interest and

  percentage held):


  	

   


  	

   


  
	

   


  	

   


  	

  Camp Coast

  to Coast, Inc


  	

  100 


  	

  shares

  (100%)


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Camping

  Realty, Inc.


  	

   


  	

   


  
	

  Jurisdiction of Organization:  Kentucky


  	

   


  	

   


  
	

  Shares (authorized, issued and

  outstanding):


  	

   


  	

   


  
	

   


  	

   


  	

  Authorized:


  	

  1,000


  	

   


  
	

   


  	

   


  	

  Issued and

  Outstanding


  	

  1,000


  	

   


  
	

  Holders (include nature of interest and

  percentage held):


  	

   


  	

   


  
	

   


  	

   


  	

  CWI, Inc.


  	

  1,000 


  	

  shares

  (100%)


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Camping

  World, Inc.


  	

   


  	

   


  
	

  Jurisdiction of Organization:  Kentucky


  	

   


  	

   


  
	

  Shares (authorized, issued and outstanding):


  	

   


  	

   


  
	

   


  	

   


  	

  Authorized:


  	

  15,000,000


  	

   


  
	

   


  	

   


  	

  Issued and

  Outstanding


  	

  2,513,708


  	

   


  
	

  Holders (include nature of interest and

  percentage held):


  	

   


  	

   


  
	

   


  	

   


  	

  Affinity

  Group, Inc.


  	

  2,513,708 


  	

  shares

  (100%)


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Camping World Insurance Services of Nevada, Inc.


  	

   


  	

   


  
	

  Jurisdiction of Organization:  Nevada


  	

   


  	

   


  
	

  Shares (authorized, issued and

  outstanding):


  	

   


  	

   


  
	

   


  	

   


  	

  Authorized:


  	

  50,000


  	

   


  
	

   


  	

   


  	

  Issued and

  Outstanding


  	

  1,000


  	

   


  
	

  Holders (include nature of interest and

  percentage held):


  	

   


  	

   


  
	

   


  	

   


  	

  CWI, Inc.


  	

  1,000 


  	

  shares

  (100%)


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Camping World RV Sales, Inc.


  	

   


  	

   


  
	

  Jurisdiction of Organization:  Delaware


  	

   


  	

   


  
	

  Shares (authorized, issued and

  outstanding):


  	

   


  	

   


  
	

   


  	

   


  	

  Authorized:


  	

  1,000


  	

   


  
	

   


  	

   


  	

  Issued and Outstanding


  	

  100


  	

   


  
	

  Holders (include nature of interest and

  percentage held):


  	

   


  	

   


  
	

   


  	

   


  	

  Affinity

  Group, Inc.


  	

  100 


  	

  shares (100%)


  























	

  CWI, Inc.


  	

   


  	

   


  
	

  Jurisdiction of Organization:  Kentucky


  	

   


  	

   


  
	

  Shares (authorized, issued and

  outstanding):


  	

   


  	

   


  
	

   


  	

   


  	

  Authorized:


  	

  818,007

  Class A. Common Stock


  
	

   


  	

   


  	

   


  	

  319,207

  Class B. Common Stock


  
	

   


  	

   


  	

  Issued and

  Outstanding


  	

  300,000

  Class A. Common Stock


  
	

   


  	

   


  	

   


  	

  300,000

  Class B. Common Stock


  
	

  Holders (include nature of interest and

  percentage held):


  	

   


  	

   


  
	

   


  	

   


  	

  Camping World, Inc.


  	

  600,000 shares (100%)

  (upon sale of the Class B shares to Affinity Group, Inc., such shares were

  automatically converted to Class A shares)


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  CW Texas LP

  (a limited partnership)


  	

   


  	

   


  
	

  Jurisdiction of Organization:  Minnesota


  	

   


  	

   


  
	

  Partners:


  	

   


  	

  Affinity Group, Inc.


  	

  General

  Partner (1%)


  
	

   


  	

   


  	

  CWI, Inc.


  	

  Limited

  Partner (99%)


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  CW Michigan,

  Inc.


  	

   


  	

   


  
	

  Jurisdiction of Organization:  Delaware


  	

   


  	

   


  
	

  Shares (authorized, issued and

  outstanding):


  	

   


  	

   


  
	

   


  	

   


  	

  Authorized:


  	

  1,000


  	

   


  
	

   


  	

   


  	

  Issued and

  Outstanding


  	

  100


  	

   


  
	

  Holders (include nature of interest and

  percentage held):


  	

   


  	

   


  
	

   


  	

   


  	

  CWI, Inc.


  	

  100 


  	

  shares

  (100%)


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Ehlert

  Publishing Group, Inc.


  	

   


  	

   


  
	

  Jurisdiction of Organization:  Minnesota


  	

   


  	

   


  
	

  Shares (authorized, issued and

  outstanding):


  	

   


  	

   


  
	

   


  	

   


  	

  Authorized:


  	

  1,500,000


  	

   


  
	

   


  	

   


  	

  Issued and

  Outstanding:


  	

  107,640


  	

   


  
	

  Holders (include nature of interest and

  percentage held):


  	

   


  	

   


  
	

   


  	

   


  	

  Affinity

  Group, Inc.


  	

  107,640 


  	

  shares

  (100%)


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Expositions

  Group, Inc.


  	

   


  	

   


  
	

  Jurisdiction of Organization:  Minnesota


  	

   


  	

   


  
	

  Shares (authorized, issued and

  outstanding):


  	

   


  	

   


  
	

   


  	

   


  	

  Authorized:


  	

  10,000


  	

   


  
	

   


  	

   


  	

  Issued and

  Outstanding


  	

  1,000


  	

   


  
	

  Holders (include nature of interest and

  percentage held):


  	

   


  	

   


  
	

   


  	

   


  	

  Affinity

  Group, Inc.


  	

  1,000 


  	

  shares

  (100%)


  























	

  Golf Card Holding Corporation


  	

   


  	

   


  
	

  Jurisdiction of Organization:  Delaware


  	

   


  	

   


  
	

  Shares (authorized, issued and

  outstanding):


  	

   


  	

   


  
	

   


  	

   


  	

  Authorized:


  	

  2,000 


  	

  Common Stock


  
	

   


  	

   


  	

   


  	

  1,000 


  	

  Preferred

  Stock


  
	

   


  	

   


  	

  Issued and

  Outstanding:


  	

  925


  	

  Common Stock


  
	

   


  	

   


  	

   


  	

  414.884


  	

  Preferred

  Stock


  
	

  Holders (include nature of interest and

  percentage held):


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Affinity Group, Inc.


  	

  925 shares of Common Stock (100%),


  414.884 shares of Preferred Stock (100%)


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Golf Card

  International Corp.


  	

   


  	

   


  
	

  Jurisdiction of Organization:  Delaware


  	

   


  	

   


  
	

  Shares (authorized, issued and

  outstanding):


  	

   


  	

   


  
	

   


  	

   


  	

  Authorized:


  	

  3,000


  	

   


  
	

   


  	

   


  	

  Issued and

  Outstanding:


  	

  1,000


  	

   


  
	

  Holders (include nature of interest and

  percentage held):


  	

   


  	

   


  
	

   


  	

   


  	

  Golf Card

  Holding Corporation


  	

  1,000 


  	

  shares

  (100%)


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Golf Card

  Resort Services, Inc.


  	

   


  	

   


  
	

  Jurisdiction of Organization:  Delaware


  	

   


  	

   


  
	

  Shares (authorized, issued and

  outstanding):


  	

   


  	

   


  
	

   


  	

   


  	

  Authorized:


  	

  1,000


  	

   


  
	

   


  	

   


  	

  Issued and

  Outstanding:


  	

  100


  	

   


  
	

  Holders (include nature of interest and

  percentage held):


  	

   


  	

   


  
	

   


  	

   


  	

  Golf Card

  International Corp.


  	

  100 


  	

  shares

  (100%)


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  GSS

  Enterprises, Inc.


  	

   


  	

   


  
	

  Jurisdiction of Organization:  Delaware


  	

   


  	

   


  
	

  Shares (authorized, issued and

  outstanding):


  	

   


  	

   


  
	

   


  	

   


  	

  Authorized:


  	

  1,000


  	

   


  
	

   


  	

   


  	

  Issued and

  Outstanding:


  	

  100


  	

   


  
	

  Holders (include nature of interest and

  percentage held):


  	

   


  	

   


  
	

   


  	

   


  	

  Affinity

  Group, Inc.


  	

  100 


  	

  shares

  (100%)


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Power Sports Media, Inc.


  	

   


  	

   


  
	

  Jurisdiction of Organization:  Delaware


  	

   


  	

   


  
	

  Shares (authorized, issued and

  outstanding):


  	

   


  	

   


  
	

   


  	

   


  	

  Authorized:


  	

  3,000


  	

   


  
	

   


  	

   


  	

  Issued and

  Outstanding


  	

  1,000


  	

   


  
	

  Holders (include nature of interest and

  percentage held):


  	

   


  	

   


  
	

   


  	

   


  	

  Ehlert Publishing Group, Inc.


  	

  1,000 


  	

  shares (100%)


  
						























	

  Thunder Press


  	

   


  	

   


  
	

  Jurisdiction of Organization:  California


  	

   


  	

   


  
	

  Shares (authorized, issued and

  outstanding):


  	

   


  	

   


  
	

   


  	

   


  	

  Authorized:


  	

  5,000


  	

   


  
	

   


  	

   


  	

  Issued and Outstanding


  	

  1,000


  	

   


  
	

  Holders (include nature of interest and

  percentage held):


  	

   


  	

   


  
	

   


  	

   


  	

  Ehlert Publishing Group, Inc.


  	

  1,000 


  	

  shares (100%)


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  TL

  Enterprises, Inc.


  	

   


  	

   


  
	

  Jurisdiction of Organization:  Delaware


  	

   


  	

   


  
	

  Shares (authorized, issued and

  outstanding):


  	

   


  	

   


  
	

   


  	

   


  	

  Authorized:


  	

  1,000


  	

   


  
	

   


  	

   


  	

  Issued and

  Outstanding:


  	

  100


  	

   


  
	

  Holders (include nature of interest and

  percentage held):


  	

   


  	

   


  
	

   


  	

   


  	

  Affinity

  Group, Inc.


  	

  100 


  	

  shares

  (100%)


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  VBI, Inc.


  	

   


  	

   


  
	

  Jurisdiction of Organization:  Delaware


  	

   


  	

   


  
	

  Shares (authorized, issued and

  outstanding):


  	

   


  	

   


  
	

   


  	

   


  	

  Authorized:


  	

  1,000


  	

   


  
	

   


  	

   


  	

  Issued and

  Outstanding:


  	

  100


  	

   


  
	

  Holders (include nature of interest and

  percentage held):


  	

   


  	

   


  
	

   


  	

   


  	

  Affinity

  Group, Inc.


  	

  100 


  	

  shares

  (100%)


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Woodall Publications Corporation


  	

   


  	

   


  
	

  Jurisdiction of Organization:  Delaware


  	

   


  	

   


  
	

  Shares (authorized, issued and

  outstanding):


  	

   


  	

   


  
	

   


  	

   


  	

  Authorized:


  	

  1,000


  	

   


  
	

   


  	

   


  	

  Issued and

  Outstanding:


  	

  100


  	

   


  
	

  Holders (include nature of interest and

  percentage held):


  	

   


  	

   


  
	

   


  	

   


  	

  Affinity

  Group, Inc.


  	

  100 


  	

  shares

  (100%)


  





 




 




(b)           (1)           The Credit Agreement to which this

Schedule is attached and the Loan Documents referred to therein.




 




                (2)           The Holding Company

Notes Indenture.






















SCHEDULE 4.14




 




 




 




Material Indebtedness, Liens and Agreements




 




 




	

  (a)


  	

  1.


  	

  Note payable

  in favor of Auoura Hills Partnership in the aggregate amount of $23,025 as of

  September 30, 2001.


  
	

   


  	

  2.


  	

  Capital

  lease in favor of Newcourt Financial in the aggregate principal amount of

  $78,415 as of September 30, 2001.


  
	

   


  	

  3.


  	

  Non-competition

  and Consulting Agreement with Keith Urry in the amount of $104,167 as of

  September 30, 2001.


  
	

   


  	

  4.


  	

  Seller

  financing and earn out on Thunder Press acquisition with previous management

  in the amount of $512,365 as of September 30, 2001.


  
	

   


  	

   


  	

   


  
	

  (b)


  	

  The liens

  securing the indebtedness described at item (a) 2 above.


  
	

   


  	

   


  	

   


  
	

  (c)


  	

  1.


  	

  NGIC

  Insurance Marketing Agreements.


  
	

   


  	

   


  	

   


  
	

  (d)


  	

  Phantom

  Stock Agreements:


  
	

   


  	

   


  	

   


  
	

   


  	

  1.


  	

  Joe McAdams


  
	

   


  	

  2.


  	

  Mike

  Schneider


  
	

   


  	

  3.


  	

  Tad Donnelly


  
	

   


  	

  4.


  	

  Mark J.

  Boggess


  
	

   


  	

  5.


  	

  Murray Coker


  
	

   


  	

  6.


  	

  Mike Blumer


  
	

   


  	

  7.


  	

  Paul

  Schedler


  
	

   


  	

  8.


  	

  A.J. Maijala


  























SCHEDULE 7.5




 




 




 




Investments




 




 




 




 




                (1)           Benbow Valley Resort N/R                                                        $1,249,226




                                (balance

as of September 30, 2001)






















 




SCHEDULE 7.7




 




 




 




Transactions

with Affiliates




 




 




 




1.             Credit

Parties advertise on outdoor advertising signs owned and operated by Adams

Outdoor Advertising Limited Partnership in the ordinary course of business of

such Credit Party




 




2.             The

Borrower and its subsidiaries are parties to a Tax Sharing Agreement with AGI

Holding Corp., the ultimate parent corporation of the Borrower.




 




3.             Employment

Agreement between the Borrower and Stephen Adams dated as of August 1, 1993, as

extended.




 




4.             Marketing

Program Agreement between Affinity Bank and Affinity Group, Inc.




 




5.             Marketing

Program Agreement between CWI, Inc. and National Alliance Insurance Company




 




6.             The

2001 Sale-Leaseback Transactions




 






















SCHEDULE 7.8




 




 




 




Restrictive Agreements




 




 




 




1.             The

Credit Agreement to which this Schedule is attached and the Basic Documents

referred to therein.




 




2.             The

Holding Company Notes Indenture.