SENIOR SECURED FLOATING RATE NOTE PURCHASE AGREEMENT dated as of June 24, 2003 among AFFINITY GROUP, INC., THE GUARANTORS PARTY HERETO, THE NOTEHOLDERS PARTY HERETO, and CANADIAN IMPERIAL BANK OF COMMERCE, as Syndication Agent, FLEET NATIONAL BANK, as...Note Purchase Agreement • April 15th, 2005 • Affinity Group Holding, Inc. • Massachusetts
SENIOR SECURED FLOATING RATE NOTE PURCHASE AGREEMENT dated as of June 24, 2003 among AFFINITY GROUP, INC., THE GUARANTORS PARTY HERETO, THE NOTEHOLDERS PARTY HERETO, CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as Syndication Agent, FLEET NATIONAL BANK, as Administrative Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent. This Agreement and the Credit Agreement (as hereinafter defined) collectively amend and restate in its entirety the Amended and Restated Credit Agreement dated as of November 13, 1998 among Affinity Group, Inc., the Guarantors party thereto, the Noteholders party thereto, The Provident Bank, as Syndication Agent, Bank One, Kentucky, NA, as Documentation Agent, and Fleet National Bank, as Administrative Agent, as heretofore amended, supplemented or otherwise modified and in effect on the date hereof immediately before giving effect to the amendment and restatement contemplated hereby (the "Credit Agreement") Obligations of the Credit Parties with r
REGISTRATION RIGHTS AGREEMENT Dated as of February 18, 2004 by and among AFFINITY GROUP, INC., THE GUARANTORS named herein and CIBC WORLD MARKETS CORP. as Initial PurchaserRegistration Rights Agreement • April 15th, 2005 • Affinity Group Holding, Inc. • New York
This Registration Rights Agreement (the "Agreement") is made and entered into as of February 18, 2004, by and among Affinity Group, Inc., a Delaware corporation (the "Company"), the Guarantors listed on the signature pages hereto and CIBC World Market Corp. (the "Initial Purchaser").
107/8% SENIOR NOTES DUE 2012Registration Rights Agreement • April 15th, 2005 • Affinity Group Holding, Inc. • New York
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 15th, 2005 • Affinity Group Holding, Inc. • Massachusetts
This FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT dated as of February 18, 2004 (this "Amendment"), among AFFINITY GROUP, INC. (the "Borrower"), THE GUARANTORS PARTY HERETO (the "Guarantors"), THE LENDERS PARTY HERETO (the "Lenders"), CANADIAN IMPERIAL BANK OF COMMERCE, as Syndication Agent (the "Syndication Agent"), CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as Administrative Agent and successor to Fleet National Bank (the "Administrative Agent"), and GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent (the "Documentation Agent" and together with the Administrative Agent and the Syndication Agent, the "Agents").
AMENDED AND RESTATED MARKETING AGREEMENTMarketing Agreement • April 15th, 2005 • Affinity Group Holding, Inc. • Missouri
AMENDED AND RESTATED MARKETING AGREEMENT, dated as of the 15th day of May, 2002 by and between (i) CAMPING WORLD, INC., a Kentucky corporation ("Camping World"), CWI, Inc., a Kentucky corporation and a wholly-owned subsidiary of Camping World, doing business as CAMPING WORLD INSURANCE SERVICES, INC. ("CWI, Inc."), CAMPING WORLD INSURANCE SERVICES OF NEVADA, INC., a Nevada corporation ("CWIS Nevada"), and CAMPING WORLD INSURANCE SERVICES OF TEXAS, INC., a Texas corporation ("CWIS Texas," and collectively with CWI, Inc. and CWIS Nevada, "CWI"), and (ii) AFFINITY GROUP PLANS, INC., a Delaware corporation ("AGP"), NATIONAL ALLIANCE INSURANCE COMPANY, a Missouri domiciled insurance company ("NAIC"), NATIONAL GENERAL INSURANCE COMPANY, a Missouri domiciled insurance company ("NGIC"), and NATIONAL GENERAL ASSURANCE COMPANY, a Missouri domiciled company ("NGAC"). NAIC, NGIC and NGAC are herein individually and collectively referred to as the "Insurer".
AFFINITY GROUP, INC. $200,000,000 9.00% Senior Subordinated Notes due 2012 PURCHASE AGREEMENTAffinity Group Holding, Inc. • April 15th, 2005 • New York
Affinity Group, Inc., a Delaware corporation (the "Company"), and each of the Company's subsidiaries listed in Exhibit A-1 hereto (each, a "Guarantor" and, collectively, the "Guarantors" and, together with the Company, the "Issuers") hereby confirm their agreement with you (the "Initial Purchaser"), as set forth below.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 15th, 2005 • Affinity Group Holding, Inc. • Massachusetts
This FIRST AMENDMENT TO CREDIT AGREEMENT dated as of February 18, 2004 (this "Amendment"), among AFFINITY GROUP, INC. (the "Borrower"), THE GUARANTORS PARTY HERETO (the "Guarantors"), THE LENDERS PARTY HERETO (the "Lenders"), CANADIAN IMPERIAL BANK OF COMMERCE, as Syndication Agent (the "Syndication Agent"), CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as Administrative Agent and successor to Fleet National Bank (the "Administrative Agent"), and GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent (the "Documentation Agent" and together with the Administrative Agent and the Syndication Agent, the "Agents").
EMPLOYMENT AND PHANTOM STOCK AGREEMENTAffinity Group Holding, Inc. • April 15th, 2005
THIS AGREEMENT made and entered into as of the day of , 200 by and between Camp Coast to Coast, Inc., a Delaware corporation ("the Company"), and (the "Executive");
PHANTOM STOCK AGREEMENTStock Agreement • April 15th, 2005 • Affinity Group Holding, Inc.
THIS AGREEMENT, made and entered into as of the day of , 200 by and between Affinity Group, Inc., a Delaware corporation (the "Company") and (the "Executive");
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 24, 2003 among AFFINITY GROUP, INC., THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, and CANADIAN IMPERIAL BANK OF COMMERCE, as Syndication Agent, FLEET NATIONAL BANK, as Administrative...Credit Agreement • April 15th, 2005 • Affinity Group Holding, Inc. • Massachusetts
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 24, 2003 among AFFINITY GROUP, INC., THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as Syndication Agent, FLEET NATIONAL BANK, as Administrative Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent. This Agreement and the Note Purchase Agreement (as hereinafter defined) collectively amend and restate in its entirety the Amended and Restated Credit Agreement dated as of November 13, 1998 among Affinity Group, Inc., the Guarantors party thereto, the Lenders party thereto, The Provident Bank, as Syndication Agent, Bank One, Kentucky, NA, as Documentation Agent, and Fleet National Bank, as Administrative Agent, as heretofore amended, supplemented or otherwise modified and in effect on the date hereof immediately before giving effect to the amendment and restatement contemplated hereby (the "Existing Credit Agreement") Obligations of the Credit Parties with respect
9.0% Senior Subordinated Notes due 2012, Series A 9.0% Senior Subordinated Notes due 2012, Series BAffinity Group Holding, Inc. • April 15th, 2005 • New York
INDENTURE, dated as of February 18, 2004, among AFFINITY GROUP, INC., a Delaware corporation (the "Company"), each of the GUARANTORS (as defined herein) listed on the signature page hereto and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the "Trustee").
ADDENDUM TO SERVICE AGREEMENTSService Agreement • April 15th, 2005 • Affinity Group Holding, Inc. • Missouri
This Service Agreement shall remain in full force and effect for the period beginning on the date of this Addendum and ending December 31, 2007. Thereafter the Agreement shall automatically renew for consecutive ten (10) year periods, unless terminated by written notice by either party to the other not less than sixty (60) days prior to the termination of the original term hereof of any extension hereof.
EMPLOYMENT AND PHANTOM STOCK AGREEMENTStock Agreement • April 15th, 2005 • Affinity Group Holding, Inc. • Delaware
THIS AGREEMENT made and entered into as of the day of , 200 by and between AFFINITY GROUP, INC., a Delaware corporation ("AGI"), CAMPING WORLD, INC., a Kentucky corporation and a wholly-owned subsidiary of AGI ("Camping World Holding"), CWI, INC., a Kentucky corporation and a wholly-owned subsidiary of Camping World Holding (the "Company"), and (the "Executive");
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 15th, 2005 • Affinity Group Holding, Inc. • Minnesota
This Agreement is made and entered into as of the 28th day of July, 1993, by and between AFFINITY GROUP, INC., a Delaware corporation (the "Company") and ("Indemnitee").
Lease AgreementLease Agreement • April 15th, 2005 • Affinity Group Holding, Inc.
THIS LEASE AGREEMENT (this "Lease") is made and entered into on this 17th day of December, 2004, by and between Red Rock Partners, LLC, a Kentucky limited liability company whose address is 2718 Uhls Road, Franklin Kentucky 42134, hereinafter referred to as "LESSOR", and CWI, INC., a Kentucky corporation, hereinafter referred as "LESSEE" whose address is 650 Three Springs Road, Bowling Green, KY 42104.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 15th, 2005 • Affinity Group Holding, Inc. • Massachusetts
This FOURTH AMENDMENT TO CREDIT AGREEMENT dated as of March 24, 2005 (this "Amendment"), among AFFINITY GROUP, INC. (the "Borrower"), THE GUARANTORS PARTY HERETO (the "Guarantors"), THE LENDERS PARTY HERETO (the "Lenders"), CANADIAN IMPERIAL BANK OF COMMERCE, as Syndication Agent (the "Syndication Agent"), CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as Administrative Agent (the "Administrative Agent"), and GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent (the "Documentation Agent" and together with the Administrative Agent and the Syndication Agent, the "Agents").
TAX SHARING AGREEMENTTax Sharing Agreement • April 15th, 2005 • Affinity Group Holding, Inc. • Minnesota
THIS TAX SHARING AGREEMENT ("Agreement") made as of August 1, 1993 by and among Affinity Group Holding, Inc., formerly known as Adams Publishing Acquisition Corporation ("AGH"), Affinity Group, Inc., formerly known as Adams TL Acquisition Corporation ("AGI"), TL Enterprises, Inc. ("TLE"), Trailer Life Enterprises, Inc. ("TLEI"), Camp Coast to Coast, Inc. ("CCC"), VBI, Inc. ("VBI"), Golf Card Holding Corporation ("GCH"), Golf Card International Corp. (GCI"), Golf Card Resort Services, Inc. ("GCRS"), GSS Enterprises, Inc. ("GSS"), National Boat Owners Association, Inc. ("NBOA"), TL Music, Inc. ("TLMI"), and Venture Enterprises, Inc. ("VEI");
PREFERRED MEMBERSHIP INTEREST UNIT SUBSCRIPTION AGREEMENTSubscription Agreement • April 15th, 2005 • Affinity Group Holding, Inc. • Delaware
THIS PREFERRED MEMBERSHIP INTEREST UNIT SUBSCRIPTION AGREEMENT (this "Agreement") is made as of March 24, 2005, by and between FreedomRoads Holding Company, LLC, a Minnesota limited liability company (the "Company") and CWFR Capital Corp., a Delaware corporation (the "Preferred Member").
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 15th, 2005 • Affinity Group Holding, Inc. • Massachusetts
This SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT dated as of June 30, 2004 (this "Amendment"), among AFFINITY GROUP, INC. (the "Borrower"), THE GUARANTORS PARTY HERETO (the "Guarantors"), THE LENDERS PARTY HERETO (the "Lenders"), CANADIAN IMPERIAL BANK OF COMMERCE, as Syndication Agent (the "Syndication Agent"), CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as Administrative Agent (the "Administrative Agent"), and GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent (the "Documentation Agent" and together with the Administrative Agent and the Syndication Agent, the "Agents").
FIRST SUPPLEMENTAL INDENTUREIndenture • April 15th, 2005 • Affinity Group Holding, Inc. • New York
FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), effective as of March 24, 2005, between AFFINITY GROUP HOLDING, INC., a Delaware corporation (the "Company"), and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the "Trustee").
FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 15th, 2005 • Affinity Group Holding, Inc. • Massachusetts
This FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT dated as of March 24, 2005 (this "Amendment"), among AFFINITY GROUP, INC. (the "Borrower"), THE GUARANTORS PARTY HERETO (the "Guarantors"), THE NOTEHOLDERS PARTY HERETO (the "Noteholders"), CANADIAN IMPERIAL BANK OF COMMERCE, as Syndication Agent (the "Syndication Agent"), CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as Administrative Agent (the "Administrative Agent"), and GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent (the "Documentation Agent" and together with the Administrative Agent and the Syndication Agent, the "Agents").
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 15th, 2005 • Affinity Group Holding, Inc. • Massachusetts
This THIRD AMENDMENT TO CREDIT AGREEMENT dated as of November 12, 2004 (this "Amendment"), among AFFINITY GROUP, INC. (the "Borrower"), THE GUARANTORS PARTY HERETO (the "Guarantors"), THE LENDERS PARTY HERETO (the "Lenders"), CANADIAN IMPERIAL BANK OF COMMERCE, as Syndication Agent (the "Syndication Agent"), CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as Administrative Agent (the "Administrative Agent"), and GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent (the "Documentation Agent" and together with the Administrative Agent and the Syndication Agent, the "Agents").
THIRD AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 15th, 2005 • Affinity Group Holding, Inc. • Massachusetts
This THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT dated as of November 12, 2004 (this "Amendment"), among AFFINITY GROUP, INC. (the "Borrower"), THE GUARANTORS PARTY HERETO (the "Guarantors"), THE NOTEHOLDERS PARTY HERETO (the "Noteholders"), CANADIAN IMPERIAL BANK OF COMMERCE, as Syndication Agent (the "Syndication Agent"), CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as Administrative Agent (the "Administrative Agent"), and GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent (the "Documentation Agent" and together with the Administrative Agent and the Syndication Agent, the "Agents").
AGREEMENTAffinity Group Holding, Inc. • April 15th, 2005 • Colorado
This Agreement is made as of the 7th day of September, 2004 by and between CROSS COUNTRY MOTOR CLUB, INC., a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts ("Cross Country") and AFFINITY GROUP, INC., a corporation duly organized and existing under the laws of the State of Delaware ("Affinity Group").
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 15th, 2005 • Affinity Group Holding, Inc. • Massachusetts
This SECOND AMENDMENT TO CREDIT AGREEMENT dated as of June 30, 2004 (this "Amendment"), among AFFINITY GROUP, INC. (the "Borrower"), THE GUARANTORS PARTY HERETO (the "Guarantors"), THE LENDERS PARTY HERETO (the "Lenders"), CANADIAN IMPERIAL BANK OF COMMERCE, as Syndication Agent (the "Syndication Agent"), CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as Administrative Agent (the "Administrative Agent"), and GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent (the "Documentation Agent" and together with the Administrative Agent and the Syndication Agent, the "Agents").
AFFINITY GROUP HOLDING, INC. $88,200,000 107/8% Senior Notes due 2012 PURCHASE AGREEMENTPurchase Agreement • April 15th, 2005 • Affinity Group Holding, Inc. • New York
Affinity Group Holding, Inc., a Delaware corporation (the "Company"), hereby confirms its agreement with you (the "Initial Purchaser"), as set forth below.
