EXHIBIT
10.1


STOCK PURCHASE AGREEMENT


THIS
AGREEMENT (the “Agreement”) is made and entered into as of the sixteenth day of
April, 2007 between AFFINITY GROUP, INC., a Delaware corporation (the “Seller”)
and FREEDOMROADS HOLDING COMPANY, LLC, a Minnesota limited liability company
(the “Purchaser”).


WITNESSETH:


WHEREAS,
Purchaser and Camping World, Inc., a Kentucky corporation (together with its
subsidiaries, “CW”) are parties to a joint venture agreement dated March 6,
2006 (the “JV”);


WHEREAS,
Purchaser is desirous of purchasing and acquiring from the Seller all of the
issued and outstanding capital stock (the “Shares”) of CW;


WHEREAS,
Seller and CW have entered into a cooperative resources agreement dated as of
January 1, 2005 (the “Cooperation Agreement”);


WHEREAS,
Seller is willing to sell and deliver the Shares to the Purchaser subject to
the contingencies set forth in Section 2.4 hereof;


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


NOW, THEREFORE,
the parties agree as follows:


ARTICLE
1


DEFINITIONS


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


The
term “Affiliate” means, with respect to any entity, a person or entity directly
or indirectly, controlling, controlled by or under common control with, such
entity.


The
term “AGI Senior Lenders” means the lenders under the AGI Senior Loan
Agreement.


The
term “AGI Senior Loan Agreement” means the agreements, documents and
instruments evidencing the Seller’s senior secured credit facility.


The
term “Appraisal Condition” is defined in Section 2.3.



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The
term “Closing” is defined in Section 2.3.


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


The
term “Cooperation Agreement” is defined in the recitals.


The
term “CW” is defined in the recitals.


The
term “Damages” means any and all obligations, liabilities, damages, penalties,
deficiencies, losses, investigations, proceedings, judgments, costs, and
expenses (including, but not limited to, costs and expenses incurred in
connection with the performing obligations, interest, bonding and court costs
and the attorneys’ fees and disbursements) in each case, after the application
of any and all amounts covered under insurance, contracts or similar arrangements
and from third parties by the person or entity claiming indemnity hereunder and
after taking into account the contributing acts or omissions to the event
giving arise to any claim for indemnity hereunder and after taking into account
the contributing acts or omissions to the event giving arise to any claim for
indemnity hereunder directly or indirectly after the Closing of the person or
entity claiming indemnity hereunder, which acts or omissions give rise to any
liabilities by such person or entity.


The
term “Independent Financial Advisor” means an accounting, appraisal or
investment banking firm of nationally recognized standing that is, in the good
faith judgment of the board of directors of the Seller, qualified to perform
the task such firm has been engaged and disinterested and independent with
respect to the Company and its Affiliates.


The
term “Inter-Company Debt” is defined in Section 2.2.


The
term “JV” is defined in the recitals.


The
term “Legal Requirements” means any and all currently applicable (i) federal,
state and local laws (statutory, judicial or otherwise), ordinances and
regulations as currently interpreted by relevant regulatory authorities, (ii)
judgments, order or decrees of any federal, state or local court, arbitrator or
administrative or governmental authority, bureau or agency, and (iii)  contracts, agreements, franchises,
understandings or other arrangements with any federal, state or local court,
arbitrator or administrative or governmental authority, bureau or agency
relating to compliance with the matters described in (i) and (ii) above.


The
term “Liens” means liens, mortgages, charges, security interests or any other
encumbrances (including without limitation adverse claims) or other
restrictions or limitations of any kind whatsoever and all applicable statutes
and regulations.


The term “Note”
means a promissory note of the Purchaser substantially in the form of Exhibit A
hereto.


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


The
term “Shares” is defined in the recitals.



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ARTICLE
II


PURCHASE AND SALE OF THE SHARES


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


2.2                                 Purchase
Price.  The consideration to be paid
to the Seller for the Shares (the “Purchase Price”) shall be $175,800,000,
increased or decreased, as the case may be, dollar for dollar, by increases or
decreases from and after April 1, 2007 to the Date of Closing in the net
inter-company indebtedness of CW to the Seller (such net inter-company
indebtedness having been $150,393,000 on March 31, 2007 and the amount thereof
outstanding on the Closing Date being herein referred to as the “Inter-Company
Debt”).  The Purchase Price shall be paid
on the Closing Date by assumption and discharge on the Closing Date of the
Inter-Company Debt (such discharge to be 75% in immediately available funds and
25% by delivery of the Note) and the balance as follows:  75% thereof in immediately available funds
and 25% thereof by delivery of the Note.


2.3                                 The
Closing.  The Closing of the
transactions provided for in this Agreement (the “Closing’) shall occur at the
offices of the Purchaser at 10:00 a.m. on such date as is designated by the
Purchaser within 60 days of the date hereof (the “Closing Date”), but not prior
to the satisfaction of the condition precedent set forth in Section 2.4(a) (the
“Appraisal Condition”).   The Seller
agrees to promptly engage an Independent Financial Advisor with a view to
satisfying the Appraisal Condition and, upon satisfaction thereof, Seller shall
give notice thereof to the Purchaser.  If
the Appraisal Condition is not satisfied within 45 days of the date hereof,
either Purchaser or Seller may, at its option by giving written notice thereof
to the other, terminate this Agreement, whereupon neither party shall have any
further obligation hereunder to the other. At the Closing, the Seller shall
deliver the Shares duly endorsed for transfer to the Purchaser.  Each of the Buyer and the Seller agree to
execute and deliver such other and further instruments at the Closing and
thereafter as the other may reasonably request to evidence the intent of this
Agreement including, without limitation, a re-affirmation of the Cooperation
Agreement.


2.4                                 Conditions.


(a) The obligation of the Seller to convey the Shares
is conditioned upon the Seller having received an opinion from an Independent
Financial Advisor to the effect that the terms of the transaction contemplated
hereunder are fair and reasonable to the Seller and are on terms that are at
least as favorable as the terms which could reasonably be expected to be
obtained by the Seller in a comparable transaction made on an arm’s-length
basis between unaffiliated parties


(b)                                 The
obligations of the Seller and the Purchaser are conditioned upon the following:


(i)                                     Seller
shall have obtained from the AGI Senior Lenders all required consents to the
sale of the Shares and a release from the AGI Senior Lenders of the pledge of
the Shares and Seller shall have been released from any guaranty or other 



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obligation relating to any liability of CW or relating to CW, its
assets or its business or the underlying agreements relating thereto shall have
been amended so that the terms thereof no longer apply to Seller or Seller’s
property.


(ii)                                  Any
marketing or other agreement to which Seller is a party and which includes or
applies to CW or CW’s business (other than the Cooperation Agreement or
agreements referred to therein) shall have been amended so that the terms
thereof no longer apply to CW or CW’s business.


Each of the foreoing conditions may be waived by
either party or, if not satisfied prior to the Closing Date without
satisfactory alternative arrangements having been made to address such
condition, invoked unsatisified by written notice given on or before the
Closing Date.


ARTICLE III


REPRESENTATION AND WARRANTIES


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


3.1                                 Shares.  The Seller is the owner of the Shares, free
and clear of any Liens other than the pledge of the Shares in favor of the AGI
Senior Lenders.  By delivery and payment
for the Shares as provided for in this Agreement, the Seller will convey good
title to the Shares, free and clear of all Liens.


3.2                                 No
Breach.  Except with respect to the
matters described in Section 2.4 hereof, the execution, delivery, validity and
enforceability of this Agreement by the Seller, the consummation of the
transactions provided for hereby by the Seller, and the performance by the
Seller of its obligations contemplated hereby will not (i) violate, conflict
with or result in a breach or termination of, or otherwise give the other person
a right to terminate, or constitute a default, event of default (by way of
substitution, novation or otherwise) or an event which with notice, lapse of
time or both, would constitute a default or event of default under the terms of
any material contract or permit by which the Seller is bound, (ii) result in
the creation of any lien upon any of the Shares, (iii) constitute a violation
by the Seller of any Legal Requirement or (iv) give rise to any preferential
right to purchase in favor of any third party.


The
Purchaser hereby represents and warrants to the Seller that:


3.3                                 No Breach.  The execution, delivery, validity and
enforceability of this Agreement by the Purchaser, the consummation of the
transactions provided for hereby by the Purchaser, and the performance by the
Purchaser of its obligations contemplated hereby (including, without
limitation, the execution, delivery and performance of the Note) will not
(i) violate, conflict with or result in a breach or termination of, or
otherwise give the other person a right to terminate, or constitute a default,
event of default (by way of substitution, novation or otherwise) or an event
which with notice, lapse of time or both, would constitute a default or event
of default under the terms of any material contract or permit by which the
Purchaser is 



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bound except with respect to
which consent has been obtained, (ii) constitute a violation by the Purchaser
of any Legal Requirement by the Purchaser.


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


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


ARTICLE
IV


INDEMNIFICATION


4.1                                 Seller Indemnity.  The Seller agrees to pay and to indemnify
fully, hold harmless and defend the Purchaser, its Affiliates, agents,
officers, directors, shareholders, employees, servants, consultants,
representatives successors and assigns, from and against any and all Damages
arising out of or relating to any of the following:


(i)                                     Any
misrepresentation or breach of warranty by the Seller under this Agreement or
any certificate or document requires to be delivered in connection herewith or
in connection with the consummation of the transactions provided for hereby, or


(ii)                                  The non-fulfillment or failure to perform
any covenant or agreement on the part of the Seller under this Agreement.


4.2                                 Purchaser
Indemnity.  The Purchaser agrees to
pay and to indemnify fully, hold harmless and defend the Seller, his
Affiliates, agents, officers, directors, shareholders, employees, servants,
consultants, representatives, successors and assigns, from and against any and
all Damages arising out of or relating to any of the following:


(i)                                     Any
misrepresentation or breach of warranty by the Purchaser under this Agreement
or any certificate or document required to be delivered in connection herewith
or in connection with the consummation of the transactions provided for hereby,


(ii)                                  The
non-fulfillment or failure to perform any covenant or agreement on the part of
the Purchaser under this Agreement


(iii)                               Camping
World or the operation of the business of Camping World.



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ARTICLE V


MISCELLANEOUS


5.1                                 Rights
and Remedies, Specific Performance. 
The rights and remedies granted under this Agreement shall not be
exclusive rights and remedies, but shall be in addition to all other rights and
remedies available at law or in equity.


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




	
  If to Seller:

  	
   

  	
  AFFINITY GROUP, INC

  
	
   

  	
   

  	
  2575 Vista Del
  Mar Drive

  
	
   

  	
   

  	
  Ventura, CA
  93001

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  If to Purchaser:

  	
   

  	
  FREEDOMROADS HOLDING, LLC

  
	
   

  	
   

  	
  250 Parkway
  Drive, Suite 320

  
	
   

  	
   

  	
  Lincolnshire, IL
  60069

  






 


or to such other
address as hereafter shall be furnished as provided in this Section 5.2 by any
of the parties hereto to the other parties hereto.


5.3                                 Assignment
and Amendment.  This Agreement shall
not be assignable by either party without the prior written consent of the
other party without the prior written consent of the other party, except it may
be amended except pursuant to a writing executed by all of the parties hereto.


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


5.5                                 Invalid
Provisions.  If any provision of this
Agreement is held to be illegal, invalid or unenforceable under the present or
future laws effective during the term thereof, such provision shall be fully
enforced as if such illegal, invalid or unenforceable provision had never
comprised a part hereof, and the remaining provisions hereof shall remain in
full force and effect and shall not be affected by such illegal, invalid or
unenforceable provision or by its severance herefrom.  Furthermore, in lieu of such illegal,
invalid, or unenforceable provision there shall be added automatically as a
part of the pertinent document a provision as similar in terms to such illegal,
invalid or unenforceable provision there shall be added automatically as a part
of the 



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pertinent document
a provision as similar in terms to such illegal, invalid, or unenforceable
provision as may be possible and legal, valid and enforceable.


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


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


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


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


	
  

  	
  AFFINITY GROUP, INC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen
  Adams

  	
   

  
	
   

  	
   

  	
  Stephen Adams

  	
   

  
	
   

  	
   

  	
  Its:  Chairman
  of the Board of Directors

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FREEDOMROADS HOLDING COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marcus
  Lemonis

  	
   

  
	
   

  	
   

  	
  Marcus Lemonis

  	
   

  
	
   

  	
   

  	
  Its: 

  	
  Chief Executive Officer and

  	
   

  
	
   

  	
   

  	
   

  	
  President of Camping World, Inc.

  	
   

  



 



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