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)
Th
