EXHIBIT 10.2


Exhibit A


SUBORDINATED NOTE


	
  $

  	
  , 2007

  



 


FREEDOMROADS
HOLDING COMPANY, LLC, a Minnesota limited liability company (the “Company”),
for value received, hereby promises to pay to AFFINITY GROUP, INC. and its
registered assigns (the “Payee”) the principal sum of                                               
($                  )
on the Maturity Date (capitalized terms used herein and not otherwise defined
herein are defined in Section 3 hereof) and to pay interest thereon from the
date hereof as provided herein.


Section 1.               Interest.


Interest shall be
payable semi-annually in arrears on each Record Date at the Bond Rate.  Until interest is required to be paid in cash
in respect of the AGHI Bonds, interest shall be accrued and compounded on each
Record Date.  Thereafter, interest shall
be paid in cash on each Record Date. From and after the occurrence of an Event
of Default, interest shall accrue (or be paid in cash, as the case may be) at
the Default Rate on the outstanding principal hereof and all accrued but unpaid
interest thereon.


Section 2.               Subordination to Senior
Indebtedness.


(a)           Subordination.  The indebtedness evidenced by this Note shall
be subordinate and junior, to the extent and in the manner hereinafter set
forth, to all Senior Indebtedness, whether outstanding at the date hereof or
hereafter created, incurred, assumed or guaranteed:


(i)            In the event of any insolvency,
receivership, liquidation, reorganization or other similar proceedings in
connection therewith relative to the Company, or to its property, and in the
event of any proceedings for voluntary liquidation, dissolution or other
winding up of the Company, whether or not involving insolvency, receivership,
liquidation, reorganization or other similar proceedings, then the holders of
Senior Indebtedness shall be entitled to receive payment in full of all
principal of and interest on all Senior Indebtedness before the Payee is
entitled to receive any payment on account of principal of or interest on the
Note, and to that end the holders of Senior Indebtedness shall be entitled to
receive for application in payment thereof any payment or distribution of any
kind or character, whether in cash or property or securities, which may be
payable or deliverable in any such proceedings by the trustee in bankruptcy,
receiver, assignee for the benefit of creditors or other liquidating agent in
respect of the Note.


(ii)           The
Payee, by acceptance of this Note,


(A)          irrevocably authorizes and empowers
(without imposing any obligation on) each holder of Senior Indebtedness
(hereinafter in this clause (ii) called a “Senior Lender”) at the time
outstanding and such Senior Lender’s representatives to demand, sue for,
collect, receive and receipt for such Senior Lender’s  ratable share of all payments and
distributions in respect of the Note which are required to be paid or delivered
to the Senior



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Lenders as provided in clause (i) above, and to
file and prove all claims therefor and take all such other action (including
the right to vote the Payee’s interest in the Note), in the name of the Payee
or otherwise, as such Senior Lender or such Senior Lender’s representatives may
determine to be necessary or appropriate for the enforcement of clause (i)
above, provided, however, that no action may be taken by any
Senior Lender or such Senior Lender’s representatives pursuant to the
authorization conferred by this item (A) of this clause (ii) unless
written notice shall have been given by such Senior Lender or such Senior
Lender’s representatives to the Payee requesting the Payee to take such action
and the Payee shall not have taken such action within 15 days after the
giving of such notice; and


(B)           agrees to execute and deliver to each
Senior Lender and such Senior Lender’s representatives all such further
instruments confirming the above authorization, and all such powers of
attorneys, proofs of claim, assignments of claim and other instruments, and to
take all such other action, as may be requested by such Senior Lender or such
Senior Lender’s representatives in order to enable such Senior Lender to
enforce all claims upon or in respect of the Payee’s interest in the Note.


(b)           Payment to
Holders of Senior Indebtedness of Certain Amounts Received by Payee.  In the event that, notwithstanding the
provisions hereof prohibiting such distribution or payment, any distribution of
assets of the Company or payment by or on behalf of the Company of any kind or
character, whether in cash, property or securities, to which the Payee would be
entitled but for the provisions of this Section 2 prohibiting such
distribution or payment, shall be received by the Payee before the principal of
and interest on all Senior Indebtedness is paid in full, or provision is made
for its payment, such distribution or payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of such Senior
Indebtedness or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing any
of such Senior Indebtedness may have been issued, ratably according to the
aggregate amounts remaining unpaid on account of the Senior Indebtedness held
or represented by each, for application to the payment of all Senior
Indebtedness remaining unpaid to the extent necessary to pay the principal of
(and premium, if any) and interest on all such Senior Indebtedness in full,
after giving effect to any concurrent distribution or payment, or provision
therefor, from any source, to the holders of such Senior Indebtedness or their
representatives or trustees.


(c)           Obligation to Pay Not Impaired.  Nothing contained in this Section 2 or
elsewhere herein, is intended to or shall alter or impair, as between the
Company, its creditors other than the holders of the Senior Indebtedness and
the Payee, the obligation of the Company, which is absolute and unconditional,
to pay to the Payee the principal of and interest on the Note at the time and
place and at the rate prescribed, or to affect the relative rights of the Payee
and the creditors of the Company other than the holders of the Senior
Indebtedness, nor shall anything herein or therein prevent the Payee from
exercising all remedies otherwise permitted by applicable law upon default
under the Note, subject to the rights, if any, under this Section 2 of the
holders of the Senior Indebtedness to receive cash, property or securities
otherwise payable or deliverable to the Payee.


(d)           Reliance by Senior Indebtedness on
Subordination Provisions.  The Payee,
by acceptance of the Note, acknowledges and agrees that the foregoing
subordination provisions are, and are intended to be, an inducement and a
consideration to the holders of the Senior Indebtedness, whether such Senior
Indebtedness was created or acquired before or after the



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issuance of the Note, to acquire and continue to hold,
or to continue to hold, such Senior Indebtedness, and such holder of the Senior
Indebtedness shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Indebtedness.


(e)           Certain Payments and Credits
Permitted.  Nothing contained in this
Note shall prevent (a) the Company from making payment of or on account of
the interest on the Note  not then contrary
to the conditions described in Section 2(c) hereof, or (b) the
retention by the Payee of moneys so paid to it on account of the interest on
the Note.


(f)            Subordination Not to be
Prejudiced by Certain Acts.  No right
of any present or future holder of any Senior Indebtedness to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act on the part of the Company or by any act or failure to act by
any such holder, or by any noncompliance by the Company with the terms,
provisions and covenants of this Note, regardless of any knowledge thereof any
such holder may have or be otherwise charged with.


(g)           Company Authorized to Effectuate
Subordination.  The Payee, by
acceptance of this Note, authorizes and directs the Company on Payee’s behalf
to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination, as between the Payee and the holders of the
Senior Indebtedness, as provided in this Section 2 and appoints the
Company Payee’s attorney-in-fact for any and all such purposes.  Payee, by its acceptance of this Note, agrees
to execute and deliver to the Company such other and further intercreditor agreements
and subordination agreements as the Senior Lender may reasonably require, all
in such form as customarily used by the Senior Lender.


Section 3.               Certain Terms Defined.  The following terms for all purposes of this
Note shall have the respective meanings specified below:


AGHI means Affinity Group
Holding, Inc., the parent of the Payee.


AGHI Bonds
means the notes in the original principal amount of $88.2 million issued by
AGHI pursuant to the terms of the Indenture.


 Indenture means that certain indenture made between AGHI
and The Bank of New York, as trustee, dated as of March 24, 2005.


“Bond Rate”
means the eleven and one-half percent (111⁄2%) per annum, which, with the face
rate and original issue discount, is the effective interest rate payable in respect
of the AGHI Bonds.


“Default”
means any condition or event which constitutes an Event of Default or which
with the giving of notice or lapse of time or both would, unless cured or
waived, become an Event of Default.


“Default
Rate” means the interest rate payable in respect of the AGHI Bonds in the
event of the occurrence of an event of default in the payment or performance by
the AGHI of the terms of the Indenture of the AGHI Bonds.



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“Event
of Default” has the meaning set forth in Section 5.


“Maturity
Date” means the earlier to occur of (i) the sale or other disposition by
the Company of the Shares other than to an entity controlled by, controlling or
under common control with the Company, (ii) the third anniversary of the date
hereof, (iii) the day preceding the date on which the Company declares or pays
any dividend or makes any other distribution to its shareholders (other than,
so long at the shareholders of the Company are taxes on the income of the
Company,  dividends in an amount equal to
taxes at the highest marginal federal tax rate on the taxable income of the
Company) .


 “Senior Indebtedness” means the
principal of, accrued but unpaid interest on and other obligations of the
Company to the Senior Lender in respect of up to $145 million in principal
amount of indebtedness of the Company which is designated by the Company as “Senior
Indebtedness” for purposes hereof.


“Senior
Lender” means the holder or holders of the Senior Indebtedness.


Section 4.               Event
of Default Defined; Remedies.  In
case one or more of the following events (each an “Event of Default”) shall
have occurred and be continuing:


(a)           default
in the payment of any interest under Section 1 as and when the payment
shall become due and payable, if the Company shall have failed to cure such
default in full within 30 calendar days after the occurrence of any such
default; or


(b)           default in the payment of all or any
part of the principal on this Note as and when the same shall become due and
payable, whether on the Maturity Date, by acceleration or


Section
5.               Prepayments.


This Note may be prepaid at any time and from time to
time without premium or penalty.


Section 6.               Miscellaneous.  This Note shall be deemed to be a contract
under the laws of the State of Minnesota and shall be governed by and construed
in accordance with the laws of said State, without regard to principles of
conflict of laws.  The parties hereto
hereby waive presentment, demand, notice, protest and all other demands and
notices in connection with the delivery, acceptance, performance and
enforcement of this Note, except as specifically provided herein.  The Payee, by acceptance of this Note, agrees
to be bound by the provisions hereof. 
This Section headings herein are for convenience only and shall not
modify, restrict or otherwise affect the construction of any of the terms and
provisions hereof.  In case any
provisions of this Note shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions of this Note
shall not in any way be affected or impaired thereby.



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IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


	
  

  	
  FREEDOMROADS HOLDING COMPANY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 



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