Affinity Group Holding Inc Sample Contracts

Affinity Group Holding Inc – Tender Offer Begins for Affinity Group Holding, Inc. 11% Senior Notes (January 22nd, 2004)
Affinity Group Holding Inc – 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 Agent, GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent, and CIBC WORLD MARKETS CORP. and FLEET SECURITIES, INC., as Co-Lead Arrangers and Joint Bookrunners (June 27th, 2003)

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

Affinity Group Holding Inc – 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 Administrative Agent, GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent, and CIBC WORLD MARKETS CORP. and FLEET SECURITIES, INC., as Co-Lead Arrangers and Joint Bookrunners (Signature Page to Second Amended and Restated Credit Agreement) (June 27th, 2003)

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 “Existing Credit Agreement”). Obligations of the Credit Part

Affinity Group Holding Inc – NOTICE OF REDEMPTION 11% Senior Notes Due 2007 (the “Notes”) Issued Under Indenture Dated as of April 2, 1997 (June 27th, 2003)

NOTICE IS HEREBY GIVEN pursuant to the provisions of Section 3.3 of Article Three of the above-mentioned Indenture (the “Indenture”) between Affinity Group Holding, Inc. (the “Company”) and The Bank of New York, as Trustee (the “Trustee”), through operation of the optional redemption provision set forth in paragraph 5 of the Notes and Section 3.1 of the Indenture, the Company has called for redemption on July 21, 2003 (the “Redemption Date”) $30,000,000 in principal amount of Notes at a Redemption Price of 103.667% of the principal amount of the Notes to be redeemed plus accrued interest to the Redemption Date.

Affinity Group Holding Inc – Amendment to Employment Agreement dated August 1, 1993 between Stephen Adams and the Company. (March 21st, 2003)

Re: Employment Agreement dated as of August 1, 1993 between Affinity Group, Inc. (the “Company”) and Stephen Adams, as amended (the “Employment Agreement”)

Affinity Group Holding Inc – FOURTH AMENDMENT TO CREDIT AGREEMENT (March 21st, 2003)

This FOURTH AMENDMENT TO CREDIT AGREEMENT dated as of November 20, 2002 (this “Amendment”), among AFFINITY GROUP, INC. (the “Borrower”), THE GUARANTORS PARTY HERETO (the “Guarantors”), THE LENDERS PARTY HERETO (the “Lenders”), FLEET NATIONAL BANK, as Administrative Agent (the “Administrative Agent”), THE PROVIDENT BANK, as Syndication Agent (the “Syndication Agent”) and BANK ONE KENTUCKY, NA, as Documentation Agent (the “Documentation Agent” and together with the Administrative Agent and the Syndication Agent, the “Agents”).

Affinity Group Holding Inc – ADDENDUM TO SERVICE AGREEMENT (March 21st, 2003)

Affinity Group, Inc. (formerly Trailer Life Publishing Company, Incorporated) (“AGI”) and National General Insurance Company (“NGIC”), wish to amend the Service Agreement between them for the Rider Motorcycle Club insurance plan operated in conjunction with AGI’s wholly­-owned subsidiary GSS Enterprises, Inc., dated October 5, 1979, and amended by Addenda dated October 17,1989, February 18, 1992, March 22, 1994 and November 11,1997, and by various side letters dated August 26, 1994, June 3, 1997, November 19, 1997, November 12, 1999, December 15, 1999 and February 1, 2001 (collectively, the “Service Agreement”), as follows:

Affinity Group Holding Inc – AMENDED AND RESTATED MARKETING AGREEMENT (March 21st, 2003)

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 Holding Inc – EMPLOYMENT AND PHANTOM STOCK AGREEMENT (March 21st, 2003)

THIS AGREEMENT made and entered into as of the 15th day of May, 2002 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 MARK T. GILMAN (the “Executive”);

Affinity Group Holding Inc – Amendment to Employment Agreement dated August 1, 1993 between Stephen Adams and the Company. (March 12th, 2002)

Re: Employment Agreement dated as of August 1, 1993 between Affinity Group, Inc. (the “Company”) and Stephen Adams, as amended (the “Employment Agreement”)

Affinity Group Holding Inc – CAPITAL NOTE AGRP HOLDING CORP. (December 17th, 2001)

AGRP HOLDING CORP. (the “Company”) promises to pay to Affinity Group Thrift Holding Corp., a Delaware corporation, or assigns (the “Payee”) the principal sum of Fourteen Million Four Hundred Seventy-Seven Thousand Four Hundred Nineteen and 00/100 Dollars ($14,477,419).

Affinity Group Holding Inc – PARTICIPATION AGREEMENT (December 17th, 2001)

This Participation Agreement is made as of the 5th day of December, 2001 by and between Affinity Group Thrift Holding Corp. (“Thrift Holding”) and the Stephen Adams Living Trust (“Adams”).

Affinity Group Holding Inc – THIRD AMENDMENT TO CREDIT AGREEMENT (December 17th, 2001)

This THIRD AMENDMENT TO CREDIT AGREEMENT dated as of December 5, 2001 (this “Amendment”), among AFFINITY GROUP, INC. (the “Borrower”), THE GUARANTORS PARTY HERETO (the “Guarantors”), THE LENDERS PARTY HERETO (the “Lenders”), FLEET NATIONAL BANK, as Administrative Agent (the “Administrative Agent”), THE PROVIDENT BANK, as Syndication Agent (the “Syndication Agent”) and BANK ONE KENTUCKY, NA, as Documentation Agent (the “Documentation Agent” and together with the Administrative Agent and the Syndication Agent, the “Agents”).

Affinity Group Holding Inc – STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE (Non-Residential) American Industrial Real Estate Association (November 13th, 2001)
Affinity Group Holding Inc – Amendment to Employment Agreement dated August 1, 1993 between Stephen Adams and the Company. (March 15th, 2001)

Re: Employment Agreement dated as of August 1, 1993 between Affinity Group, Inc. (the "Company") and Stephen Adams, as amended (the "Employment Agreement")

Affinity Group Holding Inc – SECOND AMENDMENT TO CREDIT AGREEMENT (March 15th, 2001)

This SECOND AMENDMENT TO CREDIT AGREEMENT dated as of March 1, 2001 (this "Amendment"), among AFFINITY GROUP, INC. (the "Borrower"), THE GUARANTORS PARTY HERETO (the "Guarantors"), THE LENDERS PARTY HERETO (the "Lenders"), FLEET NATIONAL BANK, as Administrative Agent (the "Administrative Agent"), THE PROVIDENT BANK, as Syndication Agent (the "Syndication Agent") and BANK ONE KENTUCKY, NA, as Documentation Agent (the "Documentation Agent" and together with the Administrative Agent and the Syndication Agent, the "Agents").

Affinity Group Holding Inc – MEMBER CONTROL AGREEMENT (November 12th, 1999)

EXHIBIT 10.40 MEMBER CONTROL AGREEMENT OF AFFINITY BANK HOLDINGS LLC THIS MEMBER CONTROL AGREEMENT is made as of the 30th day of September, 1999, by and among Stephen Adams ("Adams"), Michael R. McGuire ("McGuire") and Affinity Group Thrift Holding Corp., a Delaware corporation ("Thrift Holding"): RECITALS WHEREAS, Adams and McGuire constitute all of the current members of the Company (this and other capitalized terms used herein and not otherwise defined herein are defined in Section 1.01 hereinbelow); WHEREAS, the Company and Thrift Holding have entered into a purchase agreement dated as of December 7, 1998 (the "Bank Agreement") by virtue of which the Company has agreed, INTER ALIA, to issue to Thrift Holding a preferred membership interest in the Company

Affinity Group Holding Inc – CLOSING AGREEMENT (November 12th, 1999)

EXHIBIT 10.41 CLOSING AGREEMENT THIS CLOSING AGREEMENT (the "Agreement") is made and entered into as of the 30th day of September, 1999 between AFFINITY GROUP THRIFT HOLDING CORP., a Delaware corporation (the "Seller") and AFFINITY BANK HOLDINGS LLC, a Minnesota limited liability company (the "Purchaser"). WITNESSETH: The Seller entered into a Stock Purchase Agreement dated as of December 7, 1998 (the "Purchase Agreement") pursuant to which the Purchaser agreed to purchase and acquire from the Seller all of the issued and outstanding stock of Affinity Bank, a California corporation ("AB"). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Purchase Agreement. The obligations of the Seller and the Purchaser under the Purchase Agreement are subject to contingencies

Affinity Group Holding Inc – STOCK PURCHASE AGREEMENT (November 12th, 1999)

EXHIBIT 10.39 STOCK PURCHASE AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of the 7th day of December, 1998 between AFFINITY GROUP THRIFT HOLDING CORP., a Delaware corporation (the "Seller") and AFFINITY BANK HOLDINGS LLC, a Minnesota limited liability company (the "Purchaser"). WITNESSETH: Pursuant to this Agreement, the Seller will sell and deliver to the Purchaser, and the Purchaser will purchase and acquire from the Seller, all of the issued and outstanding capital stock (the "Shares") of Affinity Bank, a California corporation ("AB"). Such purchase and sale is to be subject to the contingencies set forth in Section 2.4 hereof and is made in consideration of and is premised upon the various representations, warranties, covenants, agreements and undertakings of the Seller and the Purchaser contained in thi

Affinity Group Holding Inc – STOCK ACQUISITION AGREEMENT (March 29th, 1999)

EXHIBIT 10.38 Sales Agreement for Affinity Insurance Group, Inc. between Adams Insurance Holding LLC and the Company. STOCK ACQUISITION AGREEMENT STOCK ACQUISITION AGREEMENT (the "Agreement") dated as of December 31, 1998, between Adams Insurance Holding LLC, a Minnesota limited liability company ("AIH") and Affinity Group Holding, Inc., a Delaware corporation ("AGHI"). WITNESSETH: WHEREAS, Affinity Insurance Group, Inc. ("AIGI") is a wholly owned subsidiary of AGHI, AGHI having acquired AIGI on November 13, 1998 by dividend from Affinity Group, Inc., a wholly-owned subsidiary of AGHI; WHEREAS, AIH has offered to purchase all of the stock of AIGI (the "Shares") in exchange for a promissory note in the amount of $3,100,000, and AGHI is willing to sell the stock of AIGI to AIH in accordance with the terms of this Agreement; NOW, THEREFORE, in consideration of the premises

Affinity Group Holding Inc – NOTICE OF REDEMPTION (November 30th, 1998)

EXHIBIT 99.1 Notice of Redemption of Affinity Group, Inc. 11 1/2% Senior Subordinated Notes due 2003. *CUSIP # 00826KAA5 NOTICE OF REDEMPTION AFFINITY GROUP, INC. 11 1/2% Senior Subordinated Notes due 2003 (the "Notes") Issued pursuant to an Indenture Dated as of October 29, 1993, as amended NOTICE IS HEREBY GIVEN pursuant to the provisions of Section 3.1 of Article III of the above-mentioned Indenture between Affinity Group, Inc. (the "Company"), and United States Trust Company of New York, as Trustee (the "Trustee"), through operation of the optional redemption provision set forth in Paragraph 5 of the Notes the Company has called for redemption on December 18, 1998 (the "Redemption Date") all of the outstanding principal amount of Notes at a redemption price of 104.313% plus accrued interest to the Redemption Date of $20.125 per $1,000

Affinity Group Holding Inc – AMENDED AND RESTATED CREDIT AGREEMENT (November 30th, 1998)

EXHIBIT 10.1 Amended and Restated Credit Agreement dated as of November 13, 1998 among Fleet National Bank, The Provident Bank, Bank One Kentucky, NA and Affinity Group, Inc. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 13, 1998 among AFFINITY GROUP, INC., THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, FLEET NATIONAL BANK, as Administrative Agent, THE PROVIDENT BANK, as Syndication Agent, and

Affinity Group Holding Inc – SERVICE AGREEMENTS (March 31st, 1998)

EXHIBIT 10.34 Addendum to National General Insurance Contract Dated January 13, 1994 ADDENDUM TO SERVICE AGREEMENTS Affinity Group, Inc. ("AGI") and National General Insurance Company ("NGIC") wish to amend the Service Agreements between them for (a) the Good Sam Club insurance plan operated in conjunction with AGI's wholly-owned subsidiary GSS Enterprises, Inc. ("GSS"), dated June 2, 1978, and amended by Addendums dated October 11, 1982, November 25, 1987, October 17, 1989, February 14, 1992 and March 22, 1994; (b) the Rider Motorcycle Club insurance plan operated in conjunction with AGI's wholly-owned subsidiary GSS dated October 5, 1979, and amended by Addendums dated October 11, 1982, October 17, 1989, February 18, 1992, and March 22, 1994; (c) the Coast to Coast insurance plan operated in conjunction with AGI's wholly-owned subsidiary Camp Coast to Coast, Inc. ("CTC") dated October 23, 1987, and amende

Affinity Group Holding Inc – AGREEMENT (March 31st, 1998)

EXHIBIT 10.33 Agreement with Cross Country Motor Club, Inc. dated October 10, 1997,as amended AGREEMENT THIS AGREEMENT is made as of the 10th day of October, 1997 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"), WHEREAS, Affinity Group and Cross Country are parties to that certain Agreement dated as of July 22, 1991, as amended December 4, 1992 (the "Original Agreement"), and Affinity Group and Cross Country desire to restate the Original Agreement in its entirety and replace the Original Agreement with this Agreement; and WHEREAS, Affinity Group and Cross Country desire that this Agreement apply to Affinity Group's, "Good Sam Club," "Woodalls," "Coast to Coast," "CVP," "Camping World" and any oth

Affinity Group Holding Inc – PROMISSORY NOTE (March 31st, 1998)

EXHIBIT 10.36 Note Receivable dated December 30, 1996 between Joe McAdams and the Company. PROMISSORY NOTE $1,000,000.00 Ventura, California December 30, 1996 FOR VALUE RECEIVED, Joe B. McAdams ("Maker") , promises to pay to the order of Affinity Group, Inc., a Delaware corporation ("Payee"), its successors and assigns, the principal sum of One Million Dollars ($1,000,000.00) upon demand by the Payee. If payment is not made when demanded, the unpaid principal balance shall bear interest at the rate of twelve percent (12%) per annum until all amounts due hereunder have been paid in full. This Note may be prepaid in whole or in part at any time and from time to time without penalty. All payments shall be applied first to accrued interest and then to unpaid principal balances. All amounts due hereunder shall be paid at 2575

Affinity Group Holding Inc – FORM OF PHANTOM STOCK AGREEMENT (March 31st, 1998)

EXHIBIT 10.38 Form of Phantom Stock Agreement FORM OF PHANTOM STOCK AGREEMENT THIS AGREEMENT, made and entered into as of the ___ day of ______, 199_ by and between Affinity Group, Inc., a Delaware corporation (the "Company") and _______________ (the "Executive"); W I T N E S S E T H WHEREAS, the Company proposes to employ the Executive in the operations of the Company and the Company is desirous of affording Executive incentives, in the form of phantom stock of the Company, in connection therewith; NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Company and Executive hereby agree as follows: ARTICLE I EMPLOYMENT Section 1.1. EMPLOYMENT. The Company hereby employs the Executive as an executive officer of the Company to perform such duties and discharge s

Affinity Group Holding Inc – THIS NOT IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE (July 17th, 1997)

EXHIBIT 4.3 [FORM OF NEW NOTE NOTE] THIS NOT IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE,

Affinity Group Holding Inc – CONSULTING AND NONCOMPETITION AGREEMENT (July 17th, 1997)

CONSULTING AND NONCOMPETITION AGREEMENT THIS CONSULTING AND NONCOMPETITION AGREEMENT (the "Agreement") is made as of the ____ day of ________, 1997, by and among THOMAS A. DONNELLY ("TAD"), AFFINITY GROUP, INC., a Delaware corporation ("AGI"), and CAMPING WORLD, INC., a Kentucky corporation (the "Company"). R E C I T A L S WHEREAS, pursuant to that certain Stock Purchase Agreement (the "Stock Purchase Agreement") dated as of February 25, 1997, AGI is purchasing all of the issued and outstanding shares of capital stock of the Company) (AGI, the Company and any affiliated entity to which the assets and liabilities of the Company are subsequently transferred are hereinafter referred to individually as a "Company Party" and collectively as the "Company Parties"). All capitalized terms used herein and not otherwise defined herein shall have the meanings given them in the Stock Purchase Agreement; and WHEREAS, TA

Affinity Group Holding Inc – INCENTIVE MANAGEMENT AGREEMENT (July 17th, 1997)

INCENTIVE MANAGEMENT AGREEMENT THIS INCENTIVE MANAGEMENT AGREEMENT (the "Agreement") is made as of the ______day of___________, 1997, by and between THOMAS A. DONNELLY ("Executive") and AFFINITY GROUP HOLDING, INC., a Delaware corporation ("AGH"). R E C I T A L S WHEREAS, pursuant to that certain Stock Purchase Agreement (the "Stock Purchase Agreement") dated as of February 25, 1997, Affinity Group, Inc., a Delaware corporation and a subsidiary of AGH ("AGI"), is purchasing all of the issued and outstanding shares of capital stock of Camping World, Inc., a Kentucky corporation (the "Company") (AGH, AGI, the Company and any affiliated entity to which the assets and liabilities of the Company are subsequently transferred are hereinafter referred to individually as a "Company Party" and collectively as the "Company Parties"). All capitalized terms used herein and

Affinity Group Holding Inc – CONSULTING AND NONCOMPETITION AGREEMENT (July 17th, 1997)

CONSULTING AND NONCOMPETITION AGREEMENT THIS CONSULTING AND NONCOMPETITION AGREEMENT (the "Agreement") is made as of the day of , 1997, by and among David B. Garvin ("DBG"), AFFINITY GROUP, INC., a Delaware corporation ("AGI"), and CAMPING WORLD, INC., a Kentucky corporation (the "Company"). R E C I T A L S WHEREAS, pursuant to that certain Stock Purchase Agreement (the "Stock Purchase Agreement") dated as of February 25, 1997, AGI is purchasing all of the issued and outstanding shares of capital stock of the Company (AGI, the Company and any affiliated entity to which the assets and liabilities of the Company are subsequently transferred are hereinafter referred to individually as a "Company Party" and collectively as the "Company Parties"). All capitalized terms used herein and not otherwise defined herein shall have the meanings given them in the Stock Purc

Affinity Group Holding Inc – INDENTURE (May 2nd, 1997)

AFFINITY GROUP HOLDING, INC., as Issuer, and UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee ----------------------- INDENTURE Dated as of April 2, 1997 ----------------------- $130,000,000 11% Senior Notes Due 2007 CROSS-REFERENCE TABLE --------------------- TIA Section INDENTURE SECTION ----------- ----------------- Section 310(a)(1) 7.10 (a)(2)

Affinity Group Holding Inc – PURCHASE AGREEMENT (May 2nd, 1997)

Affinity Group Holding, Inc. $130,000,000 11% Senior Notes due 2007 PURCHASE AGREEMENT ------------------ March 27, 1997 Citicorp Securities, Inc. Citibank Canada Securities Limited Citibank International plc CIBC Wood Gundy Securities Corp. c/o Citicorp Securities, Inc. 399 Park Avenue New York, NY 10022 Ladies and Gentlemen: Affinity Group Holding, Inc., a Delaware corporation (the "COMPANY"), proposes, subject to the terms and conditions set forth herein, to issue and sell to Citicorp Securities, Inc., Citibank Canada Securities Limited, Citibank International plc and CIBC Wood Gundy Securities Corp. (together, the "INITIAL PURCHASERS") $130,000,000 aggregate principal amount of 11% Senior Notes due 2007 (the "NOTES") of the Company. The Notes are to be issued pursuant to an indenture dated as of April 2, 1997 (the "INDENTURE") bet

Affinity Group Holding Inc – REGISTRATION RIGHTS AGREEMENT (May 2nd, 1997)

REGISTRATION RIGHTS AGREEMENT Dated as of April 2, 1997 by and among AFFINITY GROUP HOLDING, INC. and AFFINITY GROUP, INC. and CITICORP SECURITIES, INC., CITIBANK CANADA SECURITIES LIMITED, CITIBANK INTERNATIONAL PLC and CIBC WOOD GUNDY SECURITIES CORP. as Initial Purchasers ------------------------------ $130,000,000 11% SENIOR NOTES DUE 2007 TABLE OF CONTENTS