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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