Affinity Group, Inc. $333,000,000 11.50% of Senior Secured Notes due 2016 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2011 • Affinity Guest Services, LLC • Services-amusement & recreation services • New York
AFFINITY GROUP, INC., a Delaware corporation (the “Company”) is issuing and selling to the several initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated November 15, 2010, by and among the Company, the Initial Purchasers and the guarantors named therein (the “Purchase Agreement”), $333,000,000 aggregate principal amount of 11.50% Senior Secured Notes due 2016 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the guarantors listed in the signature pages hereto agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:
LIMITED LIABILITY COMPANY AGREEMENT OF GOLF CARD RESORT SERVICES, LLCLimited Liability Company Agreement • April 4th, 2011 • Affinity Guest Services, LLC • Services-amusement & recreation services • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Golf Card Resort Services, LLC (the “Company”) is entered into this 2nd day of March, 2011 by Golf Card International, LLC, a Delaware limited liability company (the “Member”), pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”). The Member and Golf Card Resort Services, LLC agree as follows:
CREDIT AGREEMENT among CAMPING WORLD, INC. and CWI, INC., as Borrowers, The certain Subsidiaries of Borrowers party hereto as Guarantors, The financial institutions party hereto as the Lenders, SUNTRUST BANK, as the Issuing Bank, and SUNTRUST BANK, as...Credit Agreement • April 4th, 2011 • Affinity Guest Services, LLC • Services-amusement & recreation services • Georgia
and the Guarantors party hereto aggregate principal amount of 11.50% SENIOR SECURED NOTES DUE 2016Supplemental Indenture • April 4th, 2011 • Affinity Guest Services, LLC • Services-amusement & recreation services • New York
INDENTURE dated as of November 30, 2010, among Affinity Group, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein) from time to time party hereto, Affinity Group Holding, Inc., a Delaware corporation (the “Parent”), and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”). The Parent is party hereto for purposes of Section 5.21 and any provision of this Indenture related thereto or necessary to give effect to such covenant, including Section 7.01.
AMENDED AND RESTATED NONRECOURSE GUARANTY AND PLEDGE AGREEMENTNonrecourse Guaranty and Pledge Agreement • April 4th, 2011 • Affinity Guest Services, LLC • Services-amusement & recreation services • New York
THIS AMENDED AND RESTATED NONRECOURSE GUARANTY AND PLEDGE AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “Agreement”), dated as of March 2, 2011, by and between Affinity Group Holding, LLC (the “Pledgor”), a Delaware limited liability company, successor by conversion with Affinity Group Holding, Inc., a Delaware corporation (“AGHI”), and The Bank of New York Mellon Trust Company, N.A. (“BNYMTC”), as collateral agent (the “Collateral Agent”) under the Indenture.
CHOICE MODEL MARKETING AGREEMENTChoice Model Marketing Agreement • July 15th, 2011 • Affinity Guest Services, LLC • Services-amusement & recreation services • Delaware
Emergency Roadside Assistance Servicing AgreementEmergency Roadside Assistance Servicing Agreement • April 4th, 2011 • Affinity Guest Services, LLC • Services-amusement & recreation services • Delaware
THIS AGREEMENT is made as of January 1, 2011 (the “Effective Date”) by and among SIGNATURE’S NATIONWIDE MOTOR CLUB, INC. (hereinafter “SNAC”) with offices located at 51 W. Higgins Road, South Barrington, IL 60010, AFFINITY GROUP, INC. (hereinafter “AGI”), with offices located at 64 Inverness Drive East, Englewood, Colorado, 80112, and AFFINITY ROAD AND TRAVEL CLUB, INC. (hereinafter “ART”), with offices located at 64 Inverness Drive East, Englewood, Colorado, 80112.
FIRST AMENDMENT TO PHANTOM STOCK INTEREST AGREEMENTPhantom Stock Interest Agreement • April 4th, 2011 • Affinity Guest Services, LLC • Services-amusement & recreation services
THIS AGREEMENT, made and entered into as of the 24th day of March , 2011 by and between Affinity Group, LLC, a Delaware limited liability company, successor by conversion from Affinity Group, Inc. (“AGI”) and (the “Executive”);
INTERCREDITOR AGREEMENT among SUNTRUST BANK, in its capacity as Administrative Agent, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in its capacity as Indenture Agent, AFFINITY GROUP, INC., CAMPING WORLD, INC., CWI, INC., AND THE OTHER ENTITIES...Intercreditor Agreement • April 4th, 2011 • Affinity Guest Services, LLC • Services-amusement & recreation services • New York
INTERCREDITOR AGREEMENT dated and effective as of November 30, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Intercreditor Agreement”), by and among SUNTRUST BANK, as the administrative agent for the benefit of itself and the other Credit Facility Secured Parties defined below (in such capacity, the “Administrative Agent”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., (“BNYMTC”) for the benefit of itself in its capacity as collateral agent for the Indenture Secured Parties and as trustee under the Indenture (in such capacities, the “Indenture Agent”) and acknowledged by AFFINITY GROUP, INC., a Delaware corporation (“AGI”) and by CAMPING WORLD, INC., a Kentucky corporation (“Camping World”), CWI, INC., a Kentucky corporation (“CWI”; and together with Camping World, each individually, a “Borrower” and, collectively, the “Borrowers”), and each of the other Grantors that acknowledge this Inte
CHOICE MODEL MARKETING AGREEMENTChoice Model Marketing Agreement • May 2nd, 2011 • Affinity Guest Services, LLC • Services-amusement & recreation services • Delaware
AMENDMENT AND SUPPLEMENT TO INDENTURESupplement to Indenture • April 4th, 2011 • Affinity Guest Services, LLC • Services-amusement & recreation services • New York
AMENDMENT AND SUPPLEMENT TO INDENTURE (this “Supplemental Indenture”), dated as of March 2, 2011, between Affinity Group, Inc., a Delaware corporation (the “Company”), Affinity Group, LLC, a Delaware limited liability company (“Affinity LLC”), the Guarantors (as defined in the Indenture defined below), Affinity Brokerage, LLC, a Delaware limited liability company, Affinity Guest Services, Inc., a Delaware limited liability company, AGI Productions, LLC, a Delaware limited liability company, Camp Coast to Coast, LLC, a Delaware limited liability company, Coast Marketing Group, LLC, a Delaware limited liability company, Ehlert Publishing Group, LLC, a Delaware limited liability company, Golf Card International, LLC., a Delaware limited liability company, Golf Card Resort Services, LLC, a Delaware limited liability company, GSS Enterprises, LLC, a Delaware limited liability company, Power Sports Media, LLC, a Delaware limited liability company, TL Enterprises, LLC, a Delaware limited liab
PLEDGE AND SECURITY AGREEMENT among AFFINITY GROUP, INC., CERTAIN SUBSIDIARIES OF AFFINITY GROUP, INC., and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as COLLATERAL AGENTPledge and Security Agreement • April 4th, 2011 • Affinity Guest Services, LLC • Services-amusement & recreation services • New York
THIS PLEDGE AND SECURITY AGREEMENT, dated as of November 30, 2010, made by Affinity Group, Inc. (the “Issuer”) and each of the undersigned grantors (including the Issuer, each a “Grantor” and, together with any other entity that becomes a grantor hereunder pursuant to Section 11.13 hereof, the “Grantors”) in favor of The Bank of New York Mellon Trust Company, N.A., (“BNYMTC”) as Collateral Agent (together with any successor Collateral Agent, the “Collateral Agent”), for the benefit of itself and the other Secured Parties. Certain capitalized terms as used herein are defined in Article X hereof. Except as otherwise defined herein, all capitalized terms used herein and defined in the Indenture shall be used herein as therein defined.
