Exhibit 10.22
FOURTH
AMENDMENT TO NOTE PURCHASE AGREEMENT
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
”).
WHEREAS, the Note
Purchase Agreement (as defined below) provides that the Noteholders
may make Term Loans to the Borrower;
WHEREAS, the
Credit Parties wish to amend the Note Purchase Agreement to reflect
the formation of a new holding company as the sole shareholder of
the Borrower;
WHEREAS, the new
holding company will issue senior notes due 2012 and the parties
wish to amend the Note Purchase Agreement to reflect such issuance;
and
WHEREAS, the
parties wish to amend certain provisions of the Note Purchase
Agreement to remove certain provisions that no longer
apply;
NOW, THEREFORE, in
consideration of the foregoing and the agreements contained herein,
the parties hereby agree as follows:
1.
Reference to Note Purchase
Agreement. Reference is made to the Senior Secured
Floating Rate Note Purchase Agreement dated as of June 24, 2003, as
amended by the First Amendment to the Note Purchase Agreement dated
as of February 18, 2004, the Second Amendment to the Note Purchase
Agreement dated as of June 30, 2004 and the Third Amendment to the
Note Purchase Agreement dated as of November 12, 2004, among the
Borrower, the Guarantors, the Noteholders, the Syndication Agent,
the Administrative Agent and the Documentation Agent (as amended on
or prior to the date hereof and as it may be further amended or
amended and restated from time to time, the “ Note
Purchase Agreement ”). Capitalized terms used
herein which are defined in the Note Purchase Agreement have the
same meanings herein as therein, except to the extent that such
meanings are amended hereby.
2.
Amendments to Note Purchase
Agreement . The Credit Parties, the Noteholders,
and the Agents agree that the Note Purchase Agreement is hereby
amended, effective as of the date hereof, as follows:
Amendments Related to the
Issuance of the Holding Company Notes :
(a)
Clause (b) of the definition of “Cash Interest Expense”
is hereby deleted and replaced by the following:
(b) the amount of
Restricted Junior Payments made to the Holding Company pursuant to
Section 7.6(a)(i) during such period unless such Restricted
Junior Payment is made with the proceeds of distributions or other
payments made by FRH to CWFR in respect of the FRH Preferred Equity
Interest and is subsequently distributed by CWFR to the
Borrower
(b)
The definition of Credit Party is hereby deleted and replaced by
the following:
“ Credit Parties ” means (a)
the Borrower and (b) its Subsidiaries other than CWFR.
(c)
The definitions of Holding Company, Holding Company Collateral
Documents and Holding Company Notes are hereby deleted and replaced
by the following:
“ Holding Company ” means
Affinity Group Holding, Inc., a Delaware corporation which holds
all the outstanding capital stock of the Borrower.
“ Holding Company Collateral
Documents ” means the Nonrecourse Guaranty and Pledge
Agreement executed and delivered by the Holding Company on the
Fourth Amendment Date substantially in the form of
Exhibit A annexed hereto, as such agreement may be
amended, supplemented or otherwise modified from time to
time.
“ Holding Company Notes ”
means the Holding Company’s unsecured Senior Notes due 2012
issued pursuant to the Holding Company Notes Indenture in an
aggregate principal amount not in excess of the principal amount of
the Holding Company Notes issued on the date of initial issuance of
the Holding Company Notes (plus any paid in kind interest) which
notes are not guaranteed by any of the Credit Parties.
(d)
The following definitions are hereby added to Section 1.1 in
alphabetical order:
“ Asset Sale ” has the
meaning given to that term in the FRH Preferred.
“ CWFR ” means CWFR Capital
Corp., a Wholly Owned Subsidiary of CWI, Inc.
“ FRH ” means FreedomRoads
Holding Company, LLC, a Minnesota limited liability company, all
the common equity of which is held by the Stephen Adams Trust and
certain minority holders and all the preferred equity of which is
held by CWFR.
“ FRH Restricted Distribution
” means any distribution by FRH to its members with respect
to their membership interests other than (a) distributions to CWFR
with respect to the FRH Preferred Equity Interest and (b)
distributions to members in respect of tax obligations to the
extent permitted by the terms of the FRH Preferred.
“ FRH Preferred ” means the
rights and preferences of the preferred membership interest in FRH
as adopted by the Board of Governors of FRH on the date of issuance
of the Holding Company Notes.
“ FRH Preferred Equity Interest
” means the membership interest in FRH having the rights and
preferences of the FRH Preferred.
“ Liquidation Payment ” has
the meaning given to that term in the FRH Preferred and includes
any payment made on account of the FRH Preferred Equity Interest as
a result of a redemption made pursuant to Section 5 of the FRH
Preferred.
“ Holding Company Notes Indenture
” means the Indenture dated as of the Fourth Amendment Date
between the Holding Company and The Bank of New York, as Trustee,
as supplemented or amended from time to time but excluding any
supplement or amendment which increases the interest rate or any
premium applicable to the Holding Company Notes, increases the
principal amount outstanding of the Holding Company Notes or
creates sinking fund or other principal payment or offer to
purchase requirements.
(e)
The last sentence of Section 2.10(b)(iii) is hereby deleted and
replaced by the following:
Notwithstanding the
preceding sentence or anything herein to the contrary if and to the
extent that any Net Cash Payments would otherwise be required to be
used to repay the Senior Subordinated Notes or the Holding Company
Notes or purchase or repurchase any notes issued under the Senior
Subordinated Notes Indenture or the Holding Company Notes
Indenture, the Borrower shall prepay the Loans and reduce the
Commitments as provided in clause (B) above.
(f)
Section 6.2 is hereby amended to add the following clause (g):
(g)
the occurrence of any default under the Holding Company Notes
Indenture or the Senior Subordinated Notes Indenture or the receipt
of any notice delivered by the trustee pursuant to the Holding
Company Notes Indenture or the Senior Subordinated Notes Indenture
(and a copy of such notice shall be delivered to the Administrative
Agent).
(g)
Section 7.5(a) is hereby amended by adding the following new clause
(ix):
(ix) the Investment by
CWI, Inc. on or about the date of issuance of the Holding Company
Notes in the equity capital of CWFR in an aggregate amount equal to
the amount of the proceeds of the capital contribution made to the
Borrower by the Holding Company on the date of issuance of the
Holding Company Notes.
(h)
Section 7.6 is amended as follows:
(i)
Clause (a)(i) is hereby deleted and replaced with the
following:
(i) commencing on the
third anniversary of the date of issuance of the Holding Company
Notes, so long as no Default shall have occurred or be continuing
or shall be caused thereby the Borrower may declare and make
Restricted Junior Payments to the Holding Company in amounts equal
to the cash interest payments to the holders of the Holding Company
Notes in accordance with, and only to the extent required by, the
Holding Company Notes Indenture; provided that the Credit Parties
shall be in pro forma compliance with the financial covenants set
forth in Section 7.9 assuming such Restricted Junior Payment had
been made at the beginning of the most recently ended period of
four fiscal quarters of the Credit Parties as shown on a Compliance
Certificate (in form and substance satisfactory to the
Administrative Agent) delivered to the Administrative Agent prior
to the making of any such Restricted Junior Payment;
provided further
that the amount of each such Restricted Junior Payment permitted
under this clause (i) shall be reduced by the amount of any FRH
Restricted Distribution,
(ii)
Clause (a)(iii) is hereby deleted and replaced with the
following:
(iii) so long as no Default shall have occurred
or be continuing or shall be caused thereby, the Borrower may make
Restricted Junior Payments to the Holding Company (A) in an amount
equal to a Liquidation Payment paid to CWFR in respect of an Asset
Sale or in connection with a voluntary redemption of the FRH
Preferred Equity Interest to provide funds to the Holding Company
to redeem Holding Company Notes in accordance with the Holding
Company Notes Indenture; provided that the Credit Parties
shall be in pro forma compliance with the financial covenants set
forth in Section 7.9 assuming such Restricted Junior Payment had
been made at the beginning of the most recently ended period of
four fiscal quarters of the Credit Parties as shown on a Compliance
Certificate (in form and substance satisfactory to the
Administrative Agent) delivered to the Administrative Agent prior
to the making of any such Restricted Junior Payment, and (B) in an
aggregate amount not in excess of $100,000 in any fiscal year to
provide funds to the Holding Company to pay administrative expenses
and costs of registration of the Holding Company Notes,
(i)
The proviso to Section 7.7 is hereby amended by adding the
following new clause (vi):
(vi)
CWI may make the Investment permitted by Section 7.5(a)(ix).
(j)
The proviso to Section 7.8 is hereby amended by deleting clause
(vi) and replacing it with the following new clause (vi):
(vi) the foregoing
shall not apply to restrictions and conditions contained in (A) the
Senior Subordinated Notes or the Senior Subordinated Notes
Indenture or (B) the Holding Company Notes or the Holding Company
Notes Indenture.
(k)
The following Sections 7.17 and 7.18 are hereby added to Article
VII:
7.17
Restrictions on the Holding Company . The Holding Company
Collateral Documents shall provide that the Holding Com
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