Exhibit 10.33
OPTION AGREEMENT
THIS OPTION AGREEMENT (the "Option Agreement") is made and entered into as of
the 5th day of June, 2009 between AFFINITY GROUP, INC., a Delaware corporation
(the "Company") and THE STEPHEN ADAMS LIVING TRUST or its assignee or designee
(the "Purchaser").
WITNESSETH:
In consideration of good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
1.
THE COMPANY HEREBY GRANTS TO THE PURCHASER THE RIGHT AND OPTION
(THE "OPTION") TO PURCHASE ALL OF THE ISSUED AND OUTSTANDING CAPITAL STOCK (THE
"SHARES") OF CAMPING WORLD, INC. ("CW") FOR A CASH PURCHASE PRICE (THE "PURCHASE
PRICE") OF $55,000,000 ON THE TERMS SET FORTH IN THE AGREEMENT ATTACHED HERETO
AS EXHIBIT A (THE "PURCHASE AGREEMENT").
2.
THE OPTION SHALL BE EXERCISED IN THE MANNER HEREINAFTER PROVIDED
ON OR BEFORE MARCH 1, 2010 (THE "TERMINATION DATE").
IF NOT SO EXERCISED PRIOR
TO THE TERMINATION DATE, THE OPTION SHALL LAPSE AND PURCHASER SHALL HAVE NO
FURTHER RIGHTS HEREUNDER.
3.
THE OPTION SHALL BE EXERCISED BY THE PURCHASER'S DATING AND
EXECUTING THE PURCHASE AGREEMENT AND DELIVERING IT TO THE COMPANY PRIOR TO THE
TERMINATION DATE. WITHIN FIVE BUSINESS DAYS FOLLOWING RECEIPT BY THE COMPANY OF
SUCH DATED AND EXECUTED PURCHASE AGREEMENT, THE COMPANY SHALL EXECUTE THE
PURCHASE AGREEMENT AND EACH OF THE PARTIES AGREES TO PERFORM ITS RESPECTIVE
OBLIGATIONS THEREUNDER.
4.
THE CLOSING OF THE TRANSACTIONS CONTEMPLATED BY THE PURCHASE
AGREEMENT (THE "CLOSING") SHALL OCCUR AT THE OFFICES OF THE PURCHASER AT
10:00 A.M. ON SUCH DATE AS IS PROVIDED IN THE PURCHASE AGREEMENT.
5.
ALL NOTICES UNDER THIS OPTION AGREEMENT SHALL BE IN WRITING AND
SHALL BE CONSIDERED TO HAVE BEEN DULY GIVEN 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 the Company:
Affinity Group, Inc.
2575 Vista Del Mar Drive
Ventura, CA 93001
If to Purchaser:
The Stephen Adams Living Trust
Fox Wood
88 Old Roxbury Road
PO Box 271
Roxbury, CT 06783-0271
or to such other address as hereafter shall be furnished as provided in this
Section 5.
6.
THIS OPTION AGREEMENT SETS FORTH THE ENTIRE UNDERSTANDING AND
AGREEMENT BETWEEN THE PARTIES AS TO THE SALE AND ACQUISITION OF THE SHARES AND
SUPERSEDES AND REPLACES ALL PRIOR UNDERSTANDINGS, AGREEMENTS OR STATEMENTS
(WRITTEN OR ORAL) WITH RESPECT TO THE SUBJECT MATTER HEREOF.
THIS OPTION
AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE
DEEMED AN ORIGINAL, BUT ALL OF WHICH TOGETHER