SENIOR SECURED FLOATING RATE NOTE PURCHASE AGREEMENT dated as of June 24, 2003 among

Exhibit 10.12

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

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TABLE OF CONTENTS

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SCHEDULES AND EXHIBITS

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SENIOR SECURED FLOATING RATE NOTE PURCHASE AGREEMENT

        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 respect to the Loans and Letters of Credit (as such terms are defined in the Credit Agreement) constitute "Permitted Indebtedness" under the Holding Company Notes Indenture (as hereinafter defined), and the obligations of the Credit Parties with respect to the Term B2 Loans constitute "Refinancing Indebtedness" under such Indenture. The Loans and Letters of Credit under the Credit Agreement and the Term B2 Loans are senior secured pan passu obligations.

        The parties hereto agree that the Existing Credit Agreement shall be amended and restated as of the date hereof (but subject to Section 5.1) in its entirety as provided in the Credit Agreement and as follows:

ARTICLE I
Definitions

        1.1     Defined Terms.     As used in this Agreement, the following terms have the meanings specified below:

•         " Acquisition " means any transaction, or any series of related transactions, consummated after the date hereof, by which (i) any Credit Party acquires the business of, or all or substantially all of the assets of, any firm or corporation which is not a Credit Party, or any division of such firm or corporation, located in a specific geographic area or areas, whether through purchase of assets, purchase of stock, merger or otherwise or (ii) any Person that was not theretofore a Subsidiary of a Credit Party becomes a Subsidiary of a Credit Party.

          " Additional Mortgage " has the meaning assigned to such term in Section 6.1 3(b)(i).

          " Additional Mortgage Policies " has the meaning assigned to such term in Section 6.1 3(b)(vi).

          " Additional Mortgaged Property " has the meaning assigned to such term in Section 6.13(b).

          " Adjusted Base Rate " means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day, and (b) the Federal Funds Effective Rate in effect on such day plus ¹ / 2 of 1%. Any change in the Adjusted Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

          " Adjusted LIBO Rate " means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next ¹ / 16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

          " Administrative Agent " means Fleet in its capacity as Administrative Agent for the Noteholders hereunder, and shall include any successor to the Administrative Agent appointed pursuant to Section 9.6.

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          " Administrative Questionnaire " means an Administrative Questionnaire in a form supplied by the Administrative Agent.

          " Affiliate " means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. Notwithstanding the foregoing, (a) no individual shall be an Affiliate solely by reason of his or her being a director, officer or employee of any Credit Party and (b) none of the Credit Parties shall be Affiliates.

          " Affiliate Subordination Agreement " means the Amended and Restated Affiliate Subordination Agreement dated as of the Effective Date, among the Holding Company, the Borrower, the Parent, Stephen Adams and the Administrative Agent substantially in the form of Exhibit F annexed to the Credit Agreement, as such agreement may thereafter be amended, supplemented or otherwise modified from time to time.

          " Agent " means each of the Administrative Agent, the Syndication Agent, and the Documentation Agent.

          " Agreement " means this Senior Secured Floating Rate Note Purchase Agreement, as amended, supplemented or otherwise modified from time to time

          " Applicable Percentage " means with respect to any Noteholder in respect of any indemnity claim under Section 10.3(c) arising out of an action or omission of the Administrative Agent under this Agreement, the percentage of the total Term B2 Loan Commitments or Term B2 Loans hereunder represented by the aggregate amount of such Noteholder's Term B2 Loan Commitment or Term B2 Loans.

          " Applicable Margin " means (i) 3.00% in the case of Base Rate Loans and (ii) 4.00% in the case of Eurodollar Loans.

          " Approved Fund " means, with respect to any Noteholder, any fund that invests (in whole or in part) in commercial loans and is managed, advised or serviced by such Noteholder or the same investment advisor as such Noteholder or by an Affiliate of such Noteholder or such investment advisor.

          " Assignment and Acceptance " means an assignment and acceptance entered into by a Noteholder and an assignee (with the consent of any party whose consent is required by Section 10.4), and accepted by the Administrative Agent, in the form of Exhibit I annexed hereto or any other form approved by the Administrative Agent.

          " Base Rate " when used in reference to any Term B2 Loan or Borrowing, refers to whether such Term B2 Loan, or the Term B2 Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted Base Rate.

          " Basic Documents " means the Loan Documents, the Note Purchase Documents, the Holding Company Notes Indenture and any related agreement.

          " Board " means the Board of Governors of the Federal Reserve System of the United States of America.

          " Borrower " means Affinity Group, Inc., a Delaware corporation.

          " Borrowing " means Term B2 Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

          " Borrowing Request " means a request by the Borrower for a Borrowing in accordance with Section 2.3.

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          " Business Day " means any day that is not a Saturday, Sunday or other day on which commercial banks in Boston, Massachusetts or New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term "Day shall also exclude any day on which banks are not open for dealings in U.S. dollar deposits in the London interbank market.

          " Camping World " means, collectively, CWI, Inc., a Kentucky corporation and a Wholly- Owned Subsidiary of the Borrower, and Camping World, mc, a Kentucky corporation and a Wholly-Owned Subsidiary of CWI, Inc.

          " Capital Expenditures " means, for any period, (A) the sum for the Credit Parties (determined on a consolidated basis without duplication in accordance with GAAP of the aggregate amount of expenditures (including the aggregate amount of Capital Lease Obligations incurred during such period) made to acquire or construct fixed assets, plant and equipment (including renewals, improvements and replacements, but excluding repairs) during such period computed in accordance with GAAP; provided that such term shall not include any such expenditures in connection with any replacement or repair of Property affected by a Casualty Event minus (B) any Net Cash Payments from a Disposition permitted hereunder (other than a Sale-Leaseback Transaction) reinvested pursuant to Section 2.lO(b)(iii) not in excess of the aggregate amount of Capital Expenditures previously made in respect of assets subject to such Disposition. Notwithstanding the foregoing, the purchase price of any Acquisition shall not be deemed a "Capital Expenditure" for purposes hereof.

          " Capital Lease Obligations " of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

          " Cash Equivalents " means, as at any date of determination, (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government, (b) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after such date; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, the highest rating obtainable from either Standard & Poor's ("S&P") or Moody's Investors Service, Inc. ("Moody's"); (iii) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-i from S&P or at least P-i from Moody's; (iv) certificates of deposit or bankers' acceptances maturing within one year after such date and issued or accepted by any Noteholder or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (1) is at least "adequately capitalized" (as defined in the regulations of its primary Federal banking regulator) and (2) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; and (v) shares of any money market mutual fund that (1) has at least 95% of its assets invested continuously in the types of investments referred to in clauses (i) and (ii) above, (2) has net assets of not less than $500,000,000, and (3) has the highest rating obtainable from either S&P or Moody's, or (c) other cash equivalent investments agreed to from time to time between the Borrower and the Administrative Agent.

          " Cash Interest Expense " means, for any period, the sum, for the Credit Parties (determined on a consolidated basis without duplication in accordance with GAAP) of the following: (a) all interest in respect of Indebtedness actually paid during such period pjj (b) the amount of

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  Restricted Junior Payments made to the Holding Company pursuant to Section 7.6(a)(i) and Section 7.6(a)(iii) (excluding the portion of such Restricted Junior Payment in respect of the Holding Company Notes Refunding on account of principal or premium) during such period p (c) the net amounts paid in cash under Hedging Agreements during such period including, fees, but excluding legal fees and other similar transaction costs and payments made in cash by reason of the early termination of Hedging Agreements in effect on the Effective Date piia (d) all fees, including letter of credit fees and expenses, paid hereunder or under the Credit Agreement after the Effective Date but excluding all fees, commissions and expenses (including reimbursement of legal fees and similar transaction costs) paid on the Effective Date in respect of this Agreement or the Credit Agreement. Notwithstanding anything contained in the foregoing which may be to the contrary, deferred financing costs or intangible assets which are written off as a consequence of the repayment and discharge of Indebtedness under the Existing Credit Agreement shall not be included in Cash Interest Expense.

          Notwithstanding the foregoing, if during any period for which Cash Interest Expense is being determined, any Credit Party shall have consummated any Acquisition, then, for all purposes of this Agreement with the exception of the calculation of Excess Cash Flow, any Indebtedness incurred in connection with such Acquisition shall be deemed to have incurred on a pro-forma basis, as if such Acquisition had been consummated on the first day of such period and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Revolving Credit Loans and the Term Loans on the date of such Acquisition.

          " Casualty Event " means, with respect to any Property of any Person, any loss of or damage to, or any condemnation or other taking of, such Property for which such Person or any of its Subsidiaries receives insurance proceeds, or proceeds of a condemnation award or other compensation.

          " Change in Law " means (a) the adoption of any law, rule or regulation after Effective Date, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority (whether or not having the force of law) after the Effective Date or (c) compliance by any Noteholder (or, for purposes of Section 2.14(b), by any lending office of such Noteholder or by such Noteholder' s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Effective Date.

          " Code " means the Internal Revenue Code of 1986, as amended from time to time.

          " Co-Lead Arrangers " means, collectively, CIBC World Markets Corp., and Fleet Securities, Inc.

          " Collateral " means, collectively, all of the real, personal and mixed property (including capital stock and other equity interests) in which Liens are purported to be granted pursuant to the Collateral Documents as security for all obligations of the Credit Parties hereunder and under the Credit Agreement.

          " Collateral Documents " means the Holding Company Collateral Documents, the Pledge Agreement, the Security Agreement, the Trademark Security Agreement, the Mortgages, and all other agreements, instruments or documents delivered by any Credit Party or Affiliate thereof pursuant to this Agreement, any of the other Note Purchase Documents, the Credit Agreement or any of the other Loan Documents in order to grant to the Administrative Agent a Lien on any real, personal or mixed property of that Credit Party as security for any of its obligations hereunder and under the Credit Agreement.

          " Compliance Certificate " means a certificate signed by a Financial Officer of the Borrower, in substantially the form of Exhibit G-1 annexed to the Credit Agreement, (i) certifying as to whether

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  a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 7.9 (including a statement of the Consolidated Total Leverage Ratio for purposes of the definition of Applicable Margin), and, if such certificate is accompanying the annual financial statements required to be delivered pursuant to Section 6.1(a), setting forth a reasonably detailed calculation of the amount of Excess Cash Flow for the Borrower's most recently completed fiscal year for the purpose of Section 2.10 (b)(iv), and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 4.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

          " Conforming Leasehold Interest " means any Recorded Leasehold Interest as to which the lessor has agreed in writing for the benefit of the Administrative Agent (which writing has been delivered to the Administrative Agent), whether under terms of the applicable lease, under the terms of a Landlord Consent and Estoppel, or otherwise, to the matters described in the form of Landlord Consent and Estoppel approved by the Administrative Agent in its reasonable discretion, which interest, if a subleasehold interest or sub-subleasehold interest, is not subject to any contrary restrictions contained in a superior lease or sublease.

          " Consolidated Fixed Charges Ratio " means, as at any date, the ratio of (a) the total of (i) EBITDA for the period of four consecutive fiscal quarters ending on or most recently ended prior to such date p (ii) Related Retail Sale-Leaseback Proceeds but only to the extent that such proceeds are received by a Credit Party and the Construction Capital Expenditures for the property which is the subject of the Sale-Leaseback Transaction were made during such period minus (iii) the aggregate amount of all Non-Financed Capital Expenditures made during such period p (iv) any increase in Deferred Revenues during such period minus (iv) any decrease in Deferred Revenues during such period, to (b) the sum for the Credit Parties (determined on a consolidated basis without duplication in accordance with GAAP) of the following: (i) Cash Interest Expense for such period, p (ii) all regularly scheduled payments of principal on any Indebtedness (including the Term Loans and the principal component of any payments in respect of Capital Lease Obligations, but excluding any prepayments pursuant to Section 2.10) for such period (iii) the aggregate amount paid, or required to be paid (without duplication as between fiscal periods), in cash in respect of income, franchise and other like taxes (excluding real estate taxes) for such period (to the extent not deducted in determining EBITDA for such period) p (iv) Permitted Tax Distributions to the extent paid in cash during such period (v) any payments in respect of deferred compensation or the Phantom Stock Agreements, in each case, to the extent paid in cash during such period.

          " Consolidated Interest Coverage Ratio " means, as at any date, the ratio of (a) EBITDA for the period of four consecutive fiscal quarters ending on or most recently ended prior to such date, to (b) Cash Interest Expense for such period.

          " Consolidated Senior Leverage Ratio " means, as at any date, the ratio of (a) Senior Debt minus cash and Cash Equivalents held by the Credit Parties on such date to the extent to such cash and Cash Equivalents are unrestricted and available for the payment of the debts of the Credit Parties in an aggregate amount not in excess of $10,000,000 to (b) EBITDA for the period of four consecutive fiscal quarters ending on or most recently ended prior to such date.

          " Consolidated Total Leverage Ratio " means, as at any date, the ratio of (a) the sum of (i) the Indebtedness of the Credit Parties excluding amounts described in clauses (d) and (g) of the definition of "Indebtedness" (determined on a consolidated basis without duplication in accordance with GAAP), including Subordinated Indebtedness but excluding any amounts held in escrow with the Administrative Agent or the Paying Agent for the Holding Company Notes

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  Indenture for the purpose of consummating the Holding Company Notes Refunding, pi (ii) the Indebtedness of the Holding Company in respect of the Holding Company Notes or the Holding Company Notes Refinancing Indebtedness, in each case, on such date minus (iii) cash and Cash Equivalents held by the Credit Parties on such date to the extent to such cash and Cash Equivalents are unrestricted and available for the payment of the debts of the Credit Parties in an aggregate amount not in excess of $10,000,000 to (b) EBITDA for the period of four consecutive fiscal quarters ending on or most recently ended prior to such date.

          " Construction Capital Expenditures " means Capital Expenditures incurred by any Credit Party to acquire property and/or construct improvements thereon for use as retail outlets or distributions centers excluding the Capital Expenditures incurred by any Credit Party for leasehold improvements on any property if the costs for the construction of a structure on such property (including costs of the common building systems) were not funded with Capital Expenditures incurred by the Credit Parties.

          " Control " means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. "and "have meanings correlative thereto.

          " Credit Agreement " means that certain Amended and Restated Credit Agreement dated as of the date hereof, among the Borrower, the Guarantors, the Lenders party thereto, CIBC, as Syndication Agent, Fleet, as Administrative Agent and General Electric Capital Corporation, as Documentation Agent, as the same may be amended, supplemented or otherwise modified from time to time.

          " Credit Parties " means the Borrower and its Subsidiaries.

          " Default " means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

          " Deferred Revenues " means that portion of subscription and membership revenues, product and services revenues and publication revenues carried as a liability by any of the Credit Parties on the balance sheet of that Person, which will be recognized as revenue on that Person's statement of operations in future periods, all as determined in accordance with GAAP.

          " Disclosed Matters " means the actions, suits and proceedings and the environmental matters disclosed in Schedule 4.6 .

          " Disposition " means any sale, assignment, lease, transfer or other disposition of any property (whether now owned or hereafter acquired) by any Credit Party to any other Person excluding (a) the granting of Liens to the Administrative Agent on behalf of the Noteholders pursuant to the Collateral Documents, and (b) any sale, assignment, transfer or other disposition of(i) any property sold or disposed of in the ordinary course of business and on ordinary business terms, (ii) any property no longer used or useful in the business of the Credit Parties and (iii) any Collateral under and as defined in the Collateral Documents pursuant to an exercise of remedies by the Administrative Agent thereunder.

          " Disposition Investment " means, with respect to any Disposition, any promissory notes or other evidences of indebtedness or Investments received by any Credit Party in connection with such Disposition.

          " Documentation Agent " means General Electric Capital Corporation, in its capacity as Documentation Agent for the Noteholders hereunder.

          " EBITDA " means, for any period, operating income for the Credit Parties (determined on a consolidated basis without duplication in accordance with GAAP) for such period (calculated after

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  deduction for real estate taxes but before deduction for (a) income, franchise and other like taxes accrued during such period, interest, depreciation, amortization and other write-offs of intangible assets such as goodwill and any other non-cash income or charges accrued for such period (including such charges in respect of Phantom Stock Accruals) and (except to the extent received or paid in cash by the Credit Parties) income or loss attributable to equity in Affiliates for such period) and (b) for the fiscal year ending December 31, 2002 in an aggregate amount not in excess of $2,300,000, restructuring costs, severance costs and the costs for the relocation of management, excluding from the calculation of such operating income any extraordinary and unusual gains or losses during such period and excluding from the calculation of such operating income the income or loss from any Casualty Events and Dispositions. Notwithstanding the foregoing, any amounts accrued or paid with respect to any deferred financing costs or tangible assets which are written off as a result of the repayment and discharge of Indebtedness under the Existing Credit Agreement shall not be deducted in determining operating income.

          Notwithstanding the foregoing, if during any period for which EBITDA is being determined, any Credit Party shall have consummated any Acquisition and (if such acquisition is a stock or other equity Acquisition) the company acquired in such Acquisition becomes a Subsidiary in accordance with the provisions of Section 6.10(a) then, for all purposes of this Agreement, with the exception of the calculation of Excess Cash Flow, EBITDA shall be determined on a pro forma basis as if such Acquisition had been made or consummated on the first day of such period.

          " Effective Date " means the date on which the conditions specified in Section 5.1 are satisfied (or waived in accordance with the Intercreditor Agreement).

          " Effective Date Mortgage " has the meaning assigned to such term in Section 5.1(0(i).

          " Effective Date Mortgage Policies " has the meaning assigned to such term in Section 5. 1(f)(vi).

          " Effective Date Mortgaged Property " has the meaning assigned to such term in Section 5.1(0(i).

          " Environmental Laws " means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

          " Environmental Liability " means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Credit Party directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

          " Equity Rights " means, with respect to any Person, any subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including any stockholders' or voting trust agreements) for the issuance or sale of, or securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, such Person.

          " ERISA " means the Employee Retirement Income Security Act of 1974, as amended from time to time.

          " ERISA Affiliate " means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or,

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  solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

          " ERISA Event " means (a) any "reportable event", as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived), (b) the existence with respect to any Plan of an "accumulated funding deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, (c) the filing pursuant to Section 4 12(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan, or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

          " Eurodollar " when used in reference to any Term B2 Loan or Borrowing, refers to whether such Term B2 Loan, or the Term B2 Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

          " Event of Default " has the meaning assigned to such term in Section 8.1.

          " Excess Cash Flow " means, for each fiscal year, commencing with the fiscal year ending December 31, 2003 and for each fiscal year thereafter, (a) the sum of EBITDA p Related Retail Sale-Leaseback Proceeds received in such fiscal year minus (b) the sum of the following (to the extent not deducted in computing EBITDA) (i) Cash Interest Expense for such fiscal year ii (ii) the aggregate amount of all Non-Financed Capital Expenditures made during such fiscal year, (iii) all regularly scheduled payments, mandatory prepayments and voluntary prepayments (other than voluntary prepayments in respect of the Revolving Credit Loans) of principal on any Indebtedness (including the Term Loans and the principal component of any payments in respect of Capital Lease Obligations for such fiscal year pij (iv) the aggregate purchase price for Acquisitions consummated during such fiscal year to the extent paid in cash during such fiscal year and excluding the amount of such purchase price funded with purchase money financing other than with the proceeds of the Revolving Credit Loans or Term Loans (v) the aggregate amount paid, or required to be paid, in cash in respect of income, franchise, and other like taxes (excluding real estate taxes) for such fiscal year (vi) all Permitted Tax Distributions to the extent paid in cash during such fiscal year (vii) any payments in respect of deferred compensation or the Phantom Stock Agreements, in each case, to the extent paid in cash during such fiscal year minus (c) any net increase in Working Capital during such fiscal year pij (d) any net decrease in Working Capital during such fiscal year.

          " Exchange Act " means the United States Securities Exchange Act of 1934, as amended.

          " Excluded Taxes " means, with respect to the Administrative Agent, any Noteholder, or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income, net worth or franchise taxes or any like taxes imposed on (or measured by) its net income or net worth by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Noteholder, in which its applicable lending office is located or in which it is taxable solely on account of some connection other than the execution, delivery or performance of this Agreement

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  or the receipt of income hereunder, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Noteholder (other than an assignee pursuant to a request by the Borrower under Section 2.18(b)), any withholding tax that is imposed on amounts payable to such Foreign Noteholder at the time such Foreign Noteholder becomes a party to this Agreement or is attributable to such Foreign Noteholder's failure or inability to comply with Section 2.16(e), except to the extent that such Foreign Noteholder' s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.16(a).

          " Existing Credit Agreement " has the meaning assigned to such term in the preamble to this Agreement.

          " Facilities " means any and all real property (including, without limitation all buildings, fixtures or other improvements located thereon) now or hereafter or heretofore owned, leased, operated or used by any Credit Party or any of their respective predecessors.

          " Facility Documents " has the meaning assigned to such term in the Intercreditor Agreement.

          " Federal Funds Effective Rate " means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent.

          " Financial Officer " means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.

          " First Priority " means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is the most senior Lien (other than Liens permitted pursuant to Section 7.2 to the extent not perfected by filing of any UCC financing statements) to which such Collateral is subject.

          " Fleet " means Fleet National Bank, a national bank.

          " Flood Hazard Property " means a Mortgaged Property located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.

          " Foreign Noteholder " means any Noteholder that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

          " GAAP " means generally accepted accounting principles in the United States of America.

          " Governmental Authority " means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government and the National Association of Insurance Commissioners.

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•         " Guarantee " means a guarantee, an endorsement, a contingent agreement to purchase or to furnish funds for the payment or maintenance of, or otherwise to be or become contingently liable under or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or a guarantee of the payment of dividends or other distributions upon the stock or equity interests of any Person, or an agreement to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of such debtor's obligations or an agreement to assure a creditor against loss, and including, without limitation, causing a bank or other financial institution to issue a letter of credit or other similar instrument for the benefit of another Person, but excluding endorsements for collection or deposit in the ordinary course of business. The terms " Guarantee " and " Guaranteed " used as a verb shall have a correlative meaning.

          " Guaranteed Obligations " has the meaning assigned to such term in Section 3.1.

          " Guarantors " means the Subsidiaries of the Borrower.

          " Hazardous Materials " means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychiorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

          " Hedging Agreement " means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

          " 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 Amended and Restated Nonrecourse Guaranty and Pledge Agreement executed and delivered by the Holding Company on the Effective Date substantially in the form of Exhibit A annexed to the Credit Agreement, as such agreement may be amended, supplemented or otherwise modified from time to time.

          " Holding Company Notes " means the Holding Company's 11% Senior Notes due 2007 issued pursuant to the Holding Company Notes Indenture.

          " Holding Company Notes Indenture " means the Indenture dated as of April 2, 1997 between the Holding Company and United States Trust Company 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.

          " Holding Company Notes Borrower Refinancing Indebtedness " means any Indebtedness (other than a Refunding Borrowing) incurred by any Credit Party (a) to refinance, refund, repurchase, fund a tender offer for, or redeem, all or any portion of the then-outstanding Holding Company Notes, including the principal of such Holding Company Notes and any amounts payable with respect thereto for reasonable fees, expenses and premium and the amount of any accrued interest thereon, or (b) for any other purpose, as long as such Indebtedness (i) is unsecured Subordinated Indebtedness, (ii) such Indebtedness has a final maturity date not earlier than six months after the Term B2 Loan Maturity Date, (iii) the terms of such Indebtedness do not provide for scheduled principal payments thereon prior to the maturity date thereof, (iv) after the incurrence thereof and after taking effect of any prepayments required to be made from the proceeds thereof under this Agreement and under the Credit Agreement, the Credit Parties will be in compliance, on a pro

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  forma basis, with the provisions of Sections 7.9 (b) and (c), and (v) has terms reasonably satisfactory to the Administrative Agent and the Syndication Agent.

          " Holding Company Notes Borrower Refinancing Payment " means the portion of the Net Cash Payments of any Holding Company Notes Borrower Refinancing Indebtedness in excess of the amount applied to refinance, refund, repurchase, fund a tender offer for, or redeem, all or any portion of the then-outstanding Holding Company Notes, including the outstanding principal amount of such Holding Company Notes, the amount of any accrued interest thereon and premium, if any.

          " Holding Company Notes Refinancing Indebtedness " means any Indebtedness incurred by the Holding Company (a) to refinance, refund, repurchase, fund a tender offer for, or redeem, all or any portion of the then-outstanding Holding Company Notes, including the principal of such Holding Company Notes and any amounts payable with respect thereto for reasonable fees, expenses and premium and the amount of any accrued interest thereon, or (b) for any other purpose, as long as (i) such Indebtedness is unsecured and not guaranteed by the Credit Parties, (ii) such Indebtedness has a final maturity date not earlier than six months after the Term B2 Loan Maturity Date, (iii) the terms of such Indebtedness do not provide for scheduled principal payments thereon prior to the maturity date thereof, (iv) after the incurrence of such Indebtedness and after giving effect to any prepayments required to be made from the proceeds thereof under this Agreement and under the Credit Agreement, the Credit Parties will be in compliance, on a pro forma basis, with the provisions of Sections 7.9 (b) and (c), (v) the per annum rate of interest, or imputed or accreted interest, with respect to such Indebtedness does not exceed thirteen percent and (vi) the covenants, events of default and mandatory prepayment requirements (whether by sinking fund payments, mandatory redemptions or repurchases or otherwise), of such Indebtedness are not more restrictive on the Credit Parties than the covenants, events of default and mandatory prepayment requirements customarily found in notes of similar issuers issued under Rule 144A, or in a public offering and not more restrictive on the Credit Parties than the covenants, events of default and mandatory prepayment requirements set forth in the Holding Company Notes Indenture, and do not, in any event, impose restrictions such as the imposition of any financial performance maintenance covenants (such as leverage or coverage ratios), and to the extent of any debt incurrence test such debt incurrence test expressly permits the incurrence and refinancing of the Indebtedness under this Agreement and the Credit Agreement up to an amount equal to the then current aggregate amount of the loan commitments and Indebtedness hereunder and thereunder.

          " Holding Company Notes Refinancing Payment " means, with respect to any Holding Company Notes Refinancing Indebtedness, the sum of(a) with respect to any portion of the Excess Refinancing Amount (as defined below) up to $50,000,000, 50% of such portion pi (b) with respect to any portion of the Excess Refinancing Amount in excess of $50,000,000, 100% of such portion. For purposes of this definition " Excess Refinancing Amount " means the difference of (i) the Net Cash Payments actually received by the Holding Company with respect to any Holding Company Notes Refinancing Indebtedness minus (ii) the amount applied to refinance, refund, repurchase, fund a tender offer for, or redeem, all or any portion of the then outstanding Holding Company Notes, including the outstanding principal amount of such Holding Company Notes, the amount of any accrued interest, and premium, if any.

          " Holding Company Notes Refunding " means the repurchase on the open market, tender offer for, or the redemption pursuant to Article III of the Holding Company Notes Indenture, by the Holding Company of up to $30,000,000 in aggregate principal amount of Holding Company Notes currently outstanding and any amounts payable with respect thereto for reasonable fees, expenses and premium and the amount of any accrued interest thereon.

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          " Indebtedness " means, for any Person: without duplication (a) obligations created, issued or incurred by such Person for borrowed money (whether by loan, advance, the issuance and sale of debt securities or the sale of Property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such Property from such Person); (b) obligations of such Person to pay the deferred purchase or acquisition price of Property or services (other than Phantom Stock Accruals), other than trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business so long as such trade accounts are payable within 120 days of the date the respective goods are delivered or the respective services are rendered; (c) Capital Lease Obligations of such Person; (d) obligations of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for the account of such Person; (e) Indebtedness of others secured by a Lien on the Property of such Person, whether or not the respective indebtedness so secured has been assumed by such Person; (f) Indebtedness of others Guaranteed by such Person; and (g) obligations under Hedging Agreements (and for purposes hereof, the amount of Indebtedness under a Hedging Agreement shall be deemed to be equal to the aggregate maximum contingent amount or potential liability under such Hedging Agreement). The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

          " Indemnified Taxes " means all Taxes other than (a) Excluded Taxes and Other Taxes and (b) amounts constituting penalties or interest imposed with respect to Excluded Taxes or Other Taxes.

          " Intercreditor Agreement " means the Senior Intercreditor and Agency Agreement dated as of the date hereof among the Administrative Agent, the Lenders (as defined in the Credit Agreement), the Noteholders and the Credit Parties.

          " Interest Election Request " means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.6.

          " Interest Payment Date " means (a) with respect to any Base Rate Loan, each Quarterly Date and (b) with respect to any Eurodollar Loan, the last Business Day of the Interest Period applicable to the Borrowing of which such Term B2 Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months' duration, each Business Day prior to the last day of such Interest Period that would have been the last day of the Interest Period for such Eurodollar Loan had successive three month Interest Periods been applicable to such Eurodollar Loan.

           "Interest Period " means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or, with the consent of each Noteholder, nine or twelve months) thereafter, as the Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. Notwithstanding the foregoing,

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  •         (x)   [Reserved],

            (y)   no Interest Period for any Term Loan may commence before and end after any Quarterly Date unless, after giving effect thereto, the aggregate principal amount of the Term B2 Loans having Interest Periods that end after such Quarterly Date shall be equal to or less than the aggregate principal amount of the Term B2 Loans scheduled to be outstanding after giving effect to the payments of principal required to be made on such Quarterly Date, and

            (z)   notwithstanding the foregoing clauses (x) and (y), no Interest Period shall have a duration of less than one month and, if the Interest Period for any Eurodollar Loan would otherwise be a shorter period, such Term B2 Loan shall not be available hereunder as a Eurodollar Loan for such period.

          " Investment " means, for any Person: (a) the acquisition (whether for cash, Property, services or securities or otherwise) of capital stock, bonds, notes, debentures, partnership or other ownership interests or other securities of any other Person or any agreement to make any such acquisition (including, without limitation, any "short sale" or any sale of any securities at a time when such securities are not owned by the Person entering into such short sale); (b) the making of any deposit with, or advance, loan or other extension of credit to, or for the benefit of, any other Person (including the purchase of Property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such Property to such Person, but excluding any such advance, loan or extension of credit having a term not exceeding 180 days representing the purchase price of inventory or supplies sold by such Person in the ordinary course of business); or (c) the entering into of any Guarantee of, or other contingent obligation with respect to, Indebtedness or other liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such Person. Notwithstanding the foregoing, Capital Expenditures and Acquisitions shall not be deemed "for purposes hereof.

          " IP Collateral " means, collectively, the Collateral under the Trademark Security Agreement.

          " KEYSOP Plan " means the AGI Holding Corp. Key Employee Security Plan for the benefit of key employees of the Credit Parties.

          " Landlord Consent and Estoppel " means, with respect to any Leasehold Property, a letter, certificate or other instrument in writing from the lessor under the related lease, in such form as may be approved by the Administrative Agent in its sole discretion.

          " Leasehold Property " means any leasehold interest of any Credit Party as lessee under any lease of real property, other than any such leasehold interest designated from time to time by Administrative Agent in its sole discretion as not being required to be included in the Collateral.

          "Rate means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Dow Jones Markets Page 3750 (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to U.S. dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for U.S. dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the "Rate with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which U.S. dollar deposits of $5,000,000, and for a maturity comparable to such Interest Period, are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

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          " Lien " means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (other than an operating lease) (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

          " Loan Documents " has the meaning assigned to such term in the Credit Agreement.

          " Material Adverse Effect " means a material adverse effect on (a) the business, assets (including intangible assets), operations or condition (financial or otherwise), of the Credit Parties taken as a whole, (b) the ability of any Credit Party to perform any of its obligations under this Agreement, the Credit Agreement or the other Facility Documents or (c) the rights of or benefits available to the Administrative Agent and the Noteholders under this Agreement and the other Facility Documents.

          " Material Indebtedness " means Indebtedness (other than the Revolving Credit Loans, Term Loans, and the letters of credit issued in accordance with the Credit Agreement), or obligations in respect of one or more Hedging Agreements, of any one or more of the Credit Parties in an aggregate principal amount exceeding $1,000,000. For purposes of determining Material Indebtedness, the "principal amount" of the obligations of any Person in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Person would be required to pay if such Hedging Agreement were terminated at such time.

          " Material Leasehold Property " means a Leasehold Property which (a) is a retail or super store or distribution center or (b) has been reasonably determined by the Administrative Agent to be of material value as Collateral or of material importance to the operations of the Credit Parties after weighing the value of such property as additional Collateral against the costs and expenses associated with satisfying the requirements of Section 6.13.

          " Mortgage " means (i) a security instrument (whether designated as a deed of trust or a mortgage, leasehold mortgage, collateral assignment of leases and rents or by any similar title) executed and delivered by any Credit Party in such form as may be approved by the Administrative Agent in its sole discretion, in each case with such changes thereto as may be recommended by Administrative Agent's local counsel based on local laws or customary local practices, (ii) or at Administrative Agent's option, in the case of an Additional Mortgaged Property, an amendment to an existing Mortgage, in form satisfactory to Administrative Agent, adding such Additional Mortgaged Property to the Real Property Assets encumbered by such existing Mortgage, in either case as such security instrument or amendment may be amended, supplemented or otherwise modified from time to time. "means all such instruments, including Effective Date Mortgages and any Additional Mortgages, collectively.

          " Mortgaged Property " means an Effective Date Mortgaged Property or an Additional Mortgaged Property.

          " Multiemployer Plan " means a multiemployer plan as defined in Section 400 l(a)(3) of ERISA.

          " Net Cash Payments " means,

  •           (i)  with respect to any Casualty Event, the aggregate amount of proceeds of insurance, condemnation awards and other compensation received by any Credit Party in respect of such Casualty Event net of (A) reasonable expenses incurred by any Credit Party in connection therewith and (B) contractually required repayments of Indebtedness to the extent secured by

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• • a Lien on such property and any income and transfer taxes payable by any Credit Party in respect of such Casualty Event;

             (ii)  with respect to any Disposition, the aggregate amount of all cash payments received by any Credit Party directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that

    •         (A)  Net Cash Payments shall be net of (I) the amount of any legal, title, transfer and recording tax expenses, commissions and other fees and expenses payable by any Credit Party in connection with such Disposition and (II) any Federal, state and local income or other taxes estimated to be payable by any Credit Party as a result of such Disposition, but only to the extent that such estimated taxes are in fact paid to the relevant Federal, state or local governmental authority within twelve months of the date of such Disposition; and

              (B)  Net Cash Payments shall be net of any repayments by any Credit Party of Indebtedness to the extent that (I) such Indebtedness is secured by a Lien on the property that is the subject of such Disposition and (II) the transferee of (or holder of a Lien on) such property requires that such Indebtedness be repaid as a condition to the purchase of such property; and

            (iii)  with respect to any offering of debt or equity securities, the aggregate amount of all cash proceeds received by any Credit Party (or the Holding Company with respect to any Holding Company Notes Refinancing Indebtedness) therefrom less all legal, underwriting and similar fees and expenses incurred in connection therewith.

          " Non-Financed Capital Expenditures " means, for any period, all Capital Expenditures made during such period that have not been funded with the proceeds of purchase money financing (including, without limitations, capital leases) other than the proceeds of Revolving Credit Loans or Term Loans.

          " Noteholder " means, (a) initially, a Noteholder that has purchased a Term B2 Note on the Effective Date, and (b) thereafter, the Noteholders from time to time holding Term B2 Notes after giving effect to any assignments thereof permitted by Section 10.4, other than any such Person that ceases to be a party hereto pursuant to any such assignment.

          " Note Purchase Documents " means this Agreement, the Term B2 Notes, the Collateral Documents, the Affiliate Subordination Agreement, the Intercreditor Agreement, and any other instruments or documents delivered or to be delivered by any Credit Party or Affiliate thereof from time to time pursuant to this Agreement.

          " Other Taxes " means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement and the other Note Purchase Documents, provided that there shall be excluded from "Other Taxes" all Excluded Taxes.

          " Parent " means AGI Holding Corp., a Delaware corporation which holds all the outstanding capital stock of the Holding Company.

          " Paying Agent " shall have the meaning set forth in the Holding Company Notes Indenture.

          " Permitted Cash Flow Distribution " means that portion of Excess Cash Flow in any fiscal year permitted to be distributed to the Holding Company pursuant to Section 7.6(b).

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          " Permitted Investments " means:

  •         (a)   direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

            (b)   investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from Standard and Poor's Ratings Service or from Moody's Investors Service, Inc.;

            (c)   investments in certificates of deposit, banker's acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $250,000,000; and

            (d)   fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above.

          " Permitted Tax Distributions " means, for so long as the Borrower is an "S corporation" or a substantially similar pass-through entity for federal income tax purposes, distributions to the Holding Company (or any successor entity or other entity that owns, directly or indirectly, all of the outstanding common stock of the Borrower) in respect of any fiscal year equal to the amount based on reasonable estimates, of federal, state and local income taxes that the Borrower would be required to pay with respect to such fiscal year calculated as if, for such fiscal year, the Borrower were treated as a "C corporation" domiciled in the State of California rather than as an "S corporation", and assuming further, solely for the purpose of the tax calculation herein, that any and all amounts paid or payable as interest on the Holding Company Notes are paid or payable by the Borrower.

          " Person " means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

          " Phantom Stock Accruals " means the amounts shown as liabilities in the Borrower's general ledger account captions "Deferred Phantom Compensation" to the extent (i) such general ledger account is kept and adjusted in the ordinary course of business and in accordance with GAAP and the Borrower's past practices, and (ii) such deferred compensation is payable under "phantom stock agreements" between a Credit Party and key employees of such Credit Party entered into in the ordinary course of business and in accordance with the Borrower's practices prior to the effective date thereof, in substantially the form of the phantom stock agreements in existence on the Effective Date, or in such other form as shall be approved by the Administrative Agent.

          " Phantom Stock Agreements " means the phantom stock agreements referred to in the definition of Phantom Stock Accruals and described in Schedule 4.14 annexed to the Credit Agreement.

          " Plan " means any employee benefit plan (other than a Multiemployer Plan) subject to the provisions of Title W of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

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          " Pledge Agreement " means the Amended and Restated Pledge Agreement executed and delivered by all of the Credit Parties on the Effective Date and thereafter in accordance with Section 6.10, substantially in the form of Exhibit B annexed to the Credit Agreement, as such agreement may be amended, supplemented or otherwise modified from time to time.

          " Post-Default Rate " means, for Base Rate Loans, a rate per annum equal to the Adjusted Base Rate plus the Applicable Margin plus 2%, and, for Eurodollar Loans, a rate per annum equal to the Adjusted LIBO Rate plus the Applicable Margin plus 2%.

          " Prime Rate " means the rate of interest per annum publicly announced from time to time by Fleet National Bank, as its prime rate in effect at its principal office in Boston, Massachusetts; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

          " Property " means any interest of any kind in property or assets, whether real, personal or mixed, and whether tangible or intangible.

          " PTO " means the United States Patent and Trademark Office or any successor or substitute office in which filings are necessary or, in the opinion of the Administrative Agent, desirable in order to create or perfect Liens on any IP Collateral.

          " Quarterly Dates " means the last Business Day of each fiscal quarter of the Credit Parties, the first of which shall be the first such day after the Effective Date of this Agreement.

          " Real Estate Holdings " has the meaning assigned to such term in Section 5.1(o).

          " Real Property Asset " means, at any time of determination, any fee ownership or leasehold interest then owned by any Credit Party in any real property.

          " Recorded Leasehold Interest " means a Leasehold Property with respect to which a Recorded Document (as hereinafter defined) has been recorded in all places necessary or desirable, in the Administrative Agent's reasonable judgment, to give constructive notice of such Leasehold Property to third-party purchasers and encumbrancers of the affected real property. For purposes of this definition, the term "Document means, with respect to any Leasehold Property, (a) the lease evidencing such Leasehold Property or a memorandum thereof, executed and acknowledged by the owner of the affected real property, as lessor, or (b) if such Leasehold Property was acquired or subleased from the holder of a Recorded Leasehold Interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give such constructive notice upon recordation and otherwise in form reasonably satisfactory to the Administrative Agent.

          " Register " has the meaning assigned to such term in Section 10.4(d).

          " Reimbursement Obligation " has the meaning assigned to such term in Section 2.4(e).

          " Related Parties " means, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person's Affiliates.

          " Related Retail Sale-Leaseback Proceeds " means the proceeds received after the Effective Date by the Credit Parties (net of all transactional and related expenses) in any Sale Leaseback Transaction involving a Camping World retail outlet or distribution center (excluding any retail outlet or distribution center if the costs for the construction of a structure on such property (including costs of the common building systems) were not funded with Capital Expenditures incurred by the Credit Parties) acquired or constructed by any such party after the Effective Date by the Credit Parties, but only to the extent proceeds do not exceed the aggregate amount of Capital Expenditures incurred for the purpose of building out such store.

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          " Rental Obligations " means the maximum fixed rentals paid or payable by a lessee under any Operating Lease during a specified period, excluding amounts paid or payable on account of maintenance, utilities, ordinary repairs, insurance, taxes, assessments and other similar charges, whether or not designated as rental or additional rental.

          " Required Senior Lenders " has the meaning ascribed thereto in the Intercreditor Agreement.

          " Required Term Loan Lenders " has the meaning ascribed thereto in the Intercreditor Agreement.

          " Restricted Junior Payment " means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of any Credit Party now or hereafter outstanding, except a dividend payable solely in shares of that class of stock to the holders of that class, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of any Credit Party now or hereafter outstanding, (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of any Credit Party now or hereafter outstanding, and (iv) any payment or prepayment of principal of, premium, if any, or interest on, or redemption purchase, retirement, defeasance (including in- substance or legal defeasance), sinking fund or similar payment with respect to, any Subordinated Indebtedness.

          " Revolving Credit Loans " has the meaning assigned to such term in the Credit Agreement.

          " Sale-Leaseback Transactions " means any sales or transfers of any real or tangible personal property owned by any Person in order to lease such property for substantially the same purpose as the property being sold or transferred; provided that such sale or transfer is at fair market value and such lease is at fair rental value.

          " Sarbanes-Oxley Act " has the meaning assigned to such term in Section 6.1(a).

          " Security Agreement " means the Amended and Restated Security Agreement executed and delivered by all of the Credit Parties on the Effective Date and thereafter in accordance with Section 6.10, substantially in the form of Exhibit C annexed to the Credit Agreement, as such agreement may be amended, supplemented or otherwise modified from time to time.

          " Senior Debt " means the Indebtedness of the Credit Parties as described in clauses (a), (b), and (c) of the definition of "Indebtedness" (determined on a consolidated basis without duplication in accordance with GAAP), excluding any Subordinated Indebtedness.

          " Senior Loans " has the meaning assigned to such term in the Intercreditor Agreement.

          " Special Counsel " means Palmer & Dodge LLP, in its capacity as special counsel to Fleet, as Administrative Agent and CIBC as Syndication Agent.

          " Statutory Reserve Rate " means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Noteholder under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

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• 
  

          " Subordinated Indebtedness " means any Indebtedness of any Credit Party which matures in its entirety later than the Senior Loans and by its terms (or by the terms of the instrument under which it is outstanding and to which appropriate reference is made in the instrument evidencing such Subordinated Indebtedness) is made subordinate and junior in right of payment to the Senior Loans and to such Credit Party's other obligations to the Noteholders hereunder by provisions reasonably satisfactory in form and substance to the Administrative Agent, the Syndication Agent and Special Counsel.

          " Subsidiary " means, with respect to any Person (the "parent") at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. References herein to "shall, unless the context requires otherwise, be deemed to be references to Subsidiaries of the Borrower.

          " Swing Loans " has the meaning assigned to such term in the Credit Agreement.

          " Syndicated Agent " means Canadian Imperial Bank of Commerce, in its capacity as Syndication Agent for the Noteholders hereunder.

          " Taxes " means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

          " Term B1 Loan " has the meaning assigned to such term in the Credit Agreement.

          " Term B2 Loan " has the meaning assigned to such term in Section 2.1(b).

          " Term B2 Loan Commitment " means, with respect to each Noteholder, the agreement of such Noteholder to purchase a Term B2 Note from the Borrower on the Effective Date. The amount of each Noteholder's Term B2 Loan Commitment is set forth on Schedule 2.1 The aggregate original amount of the Term B2 Loan Commitments is $100,000,000.

          " Term B2 Loan Maturity Date " means June 24, 2009.

          " Term B2 Notes " has the meaning assigned to such term in Section 2.1(b).

          " Term Loans " means, collectively, the Term B 1 Loans and the Term B2 Loans. The aggregate original amount of the Term Loans, assuming the Holding Company Notes Refunding has been consummated, is $140,000,000.

          " Test Date " has the meaning assigned to such term in Section 2. 7(a).

          " Title Company " means, collectively, Lawyer's Title Insurance Corporation, and one or more other title insurance companies reasonably satisfactory to the Administrative Agent.

          " Trademark Security Agreement " means the Amended and Restated Trademark Security Agreement executed and delivered by all of Credit Parties on the Effective Date and thereafter in accordance with Section 6.10, substantially in the form of Exhibit D annexed to the Credit Agreement, as such agreement may be amended, supplemented or otherwise modified from time to time.

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•         " Transactions " means (a) with respect to the Borrower, the execution, delivery and performance by the Borrower of the Facility Documents to which it is a party, the borrowing of Revolving Credit Loans. Term Bi Loans and the Term B2 Loans and the use of the proceeds thereof, and the issuance of letters of credit under the Credit Agreement and (b) with respect to any Credit Party (other than the Borrower), the execution, delivery and performance by such Credit Party of the Facility Documents to which it is a party.

          " Type " when used in reference to any Term B2 Loan or Borrowing, refers to whether the rate of interest on such Term B2 Loan, or on the Term B2 Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Adjusted Base Rate.

          " UCC " means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

          " U.S. dollars " or " $ " refers to lawful money of the United States of America.

          " Wholly Owned Subsidiary " means, with respect to any Person at any date, any corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing 100% of the equity or ordinary voting power (other than directors' qualifying shares) or, in the case of a partnership, 100% of the general partnership interests are, as of such date, directly or indirectly owned, controlled or held by such Person or one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.

          " Withdrawal Liability " means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

          " Working Capital " means, at any date, the difference between the aggregate current assets and the aggregate current liabilities (excluding current maturities of long term Indebtedness and the current portion of Deferred Revenues) of the Credit Parties at such date (determined on a consolidated basis without duplication in accordance with GAAP.)

        1.2     Classification of Loans and Borrowings.     For purposes of this Agreement, Term B2 Loans may be classified and referred to by Type (e.g., a "Base Rate Loan" or a "Eurodollar Loan"). In similar fashion, Borrowings may be classified and referred to by Type.

        1.3     Terms Generally.     The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person's successors and assigns, (c) the words "herein", "hereof' and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement (except that references to Exhibits and Schedules shall be, where appropriate, references to Exhibits and Schedules to the Credit Agreement) and (e) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. References in Articles VI and VII in respect of the affirmative and negative covenants to be performed by the Credit Parties shall be

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interpreted to mean, with respect to Article VI, that the Borrower will, and will cause each of its Subsidiaries to comply with such covenant, and, with respect to Article VII, that the Borrower will not, and will not permit any of its Subsidiaries to, violate such covenant.

        1.4     Accounting Terms; GAAP.     Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Senior Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

ARTICLE II
The Credits

        2.1     Commitments.     

        (a)   [Reserved]

        (b)    Term B2 Notes .    The Borrower will authorize the issue of its senior secured floating rate term notes in an aggregate principal amount equal to the Term B2 Loan Commitments (all such notes, whether initially issued or issued in exchange or substitution for, any such note, in each case in accordance with this Agreement, collectively, the "B2 Notes"). Subject to the terms and conditions set forth herein, on the Effective Date, the Borrower agrees to issue to each Noteholder and in consideration for such issuance, each Noteholder agrees to advance to the Borrower an amount equal to such Noteholder's Term B2 Loan Commitment (such advance shall be deemed to be a Borrowing hereunder and shall be referred to herein as a "B2 Loan" provided that the Term B2 Loans made on the Effective Date shall not exceed an aggregate amount equal to the total amount of the Term B2 Loan Commitments. The principal amounts of Term B2 Loans which have been repaid or prepaid may not be reborrowed.

        2.2     Loans and Borrowings.     

        (a)   Each Term B2 Loan shall be made as part of a Borrowing made by the Noteholders ratably in accordance with their respective Term B2 Loan Commitments. The failure of any Noteholder to make any Term B2 Loan required to be made by it shall not relieve any other Noteholder of its obligations hereunder; provided that the Term B2 Loan Commitments of the Noteholders are several and no Noteholder shall be responsible for any other Noteholder's failure to make Term B2 Loans as required.

        (b)   Subject to Section 2.13, each Borrowing shall be comprised entirely of Base Rate Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Noteholder at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Noteholder to make such Term B2 Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Term B2 Loan in accordance with the terms of this Agreement.

        (c)   At the commencement of each Interest Period for a Eurodollar Borrowing, such Borrowing shall be in an aggregate amount at least equal to $500,000 or any greater multiple of $100,000. At the time that each Base Rate Borrowing is made, such Borrowing shall be in an aggregate amount that is at least equal to $100,000 or any greater multiple of $100,000. Borrowings of more than one Type may

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be outstanding at the same time; provided that there shall not at any time be more than a total of [Eurodollar Borrowings outstanding.

        2.3     Requests for Borrowings.     

        (a)   To request the only Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., Boston, Massachusetts time, three Business Days before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower.

        (b)   Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.2:

•           (i)  the aggregate amount of such Borrowing;

           (ii)  the date of such Borrowing, which shall be a Business Day;

          (iii)  whether such Borrowing is to be a Base Rate Borrowing or a Eurodollar Borrowing;

          (iv)  in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period";

           (v)  the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.5.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Base Rate Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.3, the Administrative Agent shall advise each Noteholder of the details thereof and of the amount of such Noteholder's Term B2 Loan to be made as part of the requested Borrowing.

        (c)   Unless otherwise consented to by the Administrative Agent in its sole discretion, prior to ten Business Days after the Effective Date, no Interest Period of more than one month may be elected.

        2.4     [Reserved ]    

        2.5     Funding of Borrowings.     

        (a)   Each Noteholder shall make each Term B2 Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, Boston, Massachusetts time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Noteholders. The Administrative Agent will make such Term B2 Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in Boston, Massachusetts and designated by the Borrower in the applicable Borrowing Request.

        (b)   Unless the Administrative Agent shall have received notice from a Noteholder prior to the proposed date of any Borrowing that such Noteholder will not make available to the Administrative Agent such Noteholder's share of such Borrowing, the Administrative Agent may assume that such Noteholder has made such share available on such date in accordance with paragraph (a) of this Section 2.5 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Noteholder has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Noteholder and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the

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Borrower to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate. If such Noteholder pays such amount to the Administrative Agent, then such amount shall constitute such Noteholder's Term B2 Loan included in such Borrowing.

        2.6     Interest Elections.     

        (a)   Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.6. The Borrower may elect different options for continuations and conversions with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Noteholders holding the Term B2 Loans comprising such Borrowing, and the Term B2 Loans comprising each such portion shall be considered a separate Borrowing.

        (b)   To make an election pursuant to this Section 2.6, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.3 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.

        (c)   Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.2:

•           (i)  the Borrowing to which such Interest Election Request applies and, if different options for continuations or conversions are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

           (ii)  the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

          (iii)  whether the resulting Borrowing is to be a Base Rate Borrowing or a Eurodollar Borrowing; and

          (iv)  if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month's duration.

        (d)   Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Noteholder of the details thereof and of such Noteholder's portion of each resulting Borrowing.

        (e)   If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a Base Rate Borrowing. Notwithstanding any contrary provision hereof, if a Default has occurred and is continuing and the Administrative Agent, at the request of the Required Senior Lenders, so notifies the Borrower, then, so long as a Default is continuing (i) no outstanding Borrowing may be converted to or

27

continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto.

        2.7     Termination of Commitments.     Unless previously terminated, the Term B2 Loan Commitments shall terminate if and to the extent that the Term B2 Loans have not been made on or prior to the Effective Date.

        2.8     [Reserved]     

        2.9     Repayment of Term B2 Loans.     

        (a)   [Reserved].

        (b)   The Borrower hereby unconditionally promises to pay on each Quarterly Date, commencing with the first such date occurring after the Effective Date, to the Administrative Agent for the account of the Noteholders quarterly principal payments in an aggregate amount equal to $250,000. To the extent not previously paid, all Term B2 Loans shall be due and payable on the Term B2 Loan Maturity Date.

        Notwithstanding the foregoing, if on any Test Date, the maturity date for any then-outstanding Holding Company Notes is scheduled to occur within six months after the Test Date then the Term B2 Loans shall be paid in full on the Test Date.

        (c)   Each Noteholder shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Noteholder resulting from each Term B2 Loan made by such Noteholder, including the amounts of principal and interest payable and paid to such Noteholder from time to time hereunder.

        (d)   The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Term B2 Loan made hereunder and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Noteholder hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Noteholders and each Noteholder' s share thereof.

        (e)   The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section 2.9 shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Noteholder or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Term B2 Loans in accordance with the terms of this Agreement.

        (f)    [Reserved].

        2.10     Prepayment of Term B2 Loans.     

        (a)   Optional Prepayments The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (other than Eurodollar Loan breakage costs as provided in Section 2.15), subject to prior notice in accordance with paragraph (d) of this Section 2.10; provided that each prepayment in respect of the Term Loans shall be in an amount that is at least equal to $1,000,000 or any greater multiple of $500,000. Each optional prepayment of Term B2 Loans shall be applied to reduce all remaining unpaid installments thereof in inverse order of maturity.

        (b)   Mandatory Prepayments Subject to the provisions of subsection (c) below, the Borrower shall make prepayments of the Term B2 Loans hereunder as follows:

•           (i)  Casualty Events Upon the date 90 days following the receipt by any Credit Party of the proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event affecting any property of any Credit Party (or upon such earlier date as such Credit Party, as

28

• the case may be, shall have determined not to repair or replace the property affected by such Casualty Event), the Borrower shall prepay the Term B2 Loans, in an aggregate amount equal to 100% of the Net Cash Payments from such Casualty Event not theretofore applied or committed to be applied to the repair or replacement of such property (it being understood that if Net Cash Payments committed to be applied are not in fact applied within twelve months of the respective Casualty Event, then such proceeds shall be applied to the prepayment of Term B2 Loans as provided in this clause (i) at the expiration of such twelve-month period), such prepayment and reduction to be effected in each case in the manner and to the extent specified in Section 2.10(c).

           (ii)  Offering of Debt or Equity Without limiting the obligation of the Borrower to obtain the consent of the Required Senior Lenders to any incurrence of Indebtedness or sale of securities not otherwise permitted hereunder, the Borrower agrees, on or prior to the closing of any sale of debt or equity securities (other than debt incurred pursuant to the Credit Agreement) by any Credit Party after the Effective Date, to deliver to the Administrative Agent a statement certified by a Financial Officer of the Borrower, in form and detail reasonably satisfactory to the Administrative Agent, of the estimated amount of the Net Cash Payments of such sale of securities that will (on the date of such sale of securities) be received by any Credit Party (or in the case of Holding Company Notes Refinancing Indebtedness, by the Holding Company) in cash and the Borrower will prepay the Term B2 Loans hereunder, upon the date of such sale of securities, in an aggregate amount equal to (x) in the case of a sale of equity securities, 50% of the actual amount of the Net Cash Payments of such sale of equity securities received by any Credit Party in an aggregate amount in excess of $10,000,000 in any fiscal year, and (y) in the case of the incurrence of Indebtedness (other than Indebtedness incurred under Section 7.1(e)), 100% of the actual amount of the Net Cash Payments of such incurrence of Indebtedness received by any Credit Party (or in the case of Holding Company Notes Refinancing Indebtedness, by the Holding Company), in each case, such prepayment to be effected in each case in the manner and to the extent specified in Section 2.10(c); provided that, notwithstanding the foregoing, (q) in the event any Credit Party receives Net Cash Payments from the incurrence of Holding Company Notes Borrower Refinancing Indebtedness, the amount of the Term B2 Loans required to be prepaid pursuant to this Section 2.10(b)(ii) shall be equal to the Holding Company Notes Borrower Refinancing Payment and (r) in the event the Holding Company receives Net Cash Payments from the incurrence of Holding Company Notes Refinancing Indebtedness, the amount of the Term B2 Loans required to be prepaid pursuant to this Section 2.10(b)(ii) shall be equal to the Holding Company Notes Refinancing Payment.

          (iii)  Sale of Assets Without limiting the obligation of the Borrower to obtain the consent of the Required Senior Lenders to any Disposition not otherwise permitted hereunder, the Borrower agrees, on or prior to the occurrence of any Disposition (other than a Sale-Leaseback Transaction) by any Credit Party, to deliver to the Administrative Agent a statement certified by a Financial Officer of the Borrower, in form and detail reasonably satisfactory to the Administrative Agent, of the estimated amount of the Net Cash Payments of such Disposition that will (on the date of such Disposition) be received by any Credit Party in cash, indicating on such certificate, whether the Borrower intends to reinvest such Net Cash Payments or will be prepaying the Term B2 Loans, as hereinafter provided, and the Borrower will be obligated to either (A) reinvest such Net Cash Payments within 180 days after receipt (or, if within such 180 day period the Borrower or any Credit Party enters into contracts related to the reinvestment of such Net Cash Payments, such longer period not to exceed 365 days after the original date of receipt of such Net Cash Payments as is contemplated by such contracts) into assets used in a line of business permitted hereunder or (B) prepay the Term B2 Loans hereunder as follows:

  •         (x)   upon the date of such Disposition, or on the date (the "Date" which is 180 days after such date (or such longer period not to exceed 365 days as contemplated by contracts

29

• • related to the reinvestment of such Net Cash Payments) if the Borrower had indicated on the certificate delivered as hereinabove required that it intended to reinvest the Net Cash Payments of such Disposition, in an aggregate amount equal to 100% of the amount of such Net Cash Payments, to the extent received by any Credit Party in cash on the date of such Disposition or, if applicable, the Reinvestment Date to the extent of any Net Cash Payments not so reinvested; and

            (y)   thereafter, quarterly, on the date of the delivery by the Borrower to the Administrative Agent pursuant to Section 6.1 of the financial statements for any quarterly fiscal period or fiscal year, to the extent any Credit Party shall receive Net Cash Payments during the quarterly fiscal period ending on the date of such financial statements in cash under deferred payment arrangements or Disposition Investments entered into or received in connection with any Disposition, an amount equal to (A) 100% of the aggregate amount of such Net Cash Payments minus (B) any transaction expenses associated with Dispositions and not previously deducted in the determination of Net Cash Payments (or minus as the case may be) (C) any other adjustment received or paid by any Credit Party pursuant to the respective agreements giving rise to Dispositions and not previously taken into account in the determination of the Net Cash Payments; provided that if prior to the date upon which the Borrower would otherwise be required to make a prepayment under this clause (y) with respect to any quarterly fiscal period the aggregate amount of such Net Cash Payments (after giving effect to the adjustments provided for in this clause (y)) shall exceed $4,000,000, then the Borrower shall within three Business Days make a prepayment under this clause (y) in an amount equal to such required prepayment.

        Prepayments of Term B2 Loans shall be effected in each case in the manner and to the extent specified in Section 2.10(c); provided that if at the time of any such Disposition an Event of Default shall have occurred and be continuing, the Credit Parties shall not have the right to reinvest any Net Cash Payments and shall instead prepay the Term B2 Loans by 100% of the amount of Net Cash Payments received from such Disposition.

Anything herein to the contrary notwithstanding, the Borrower shall not be required to make any prepayment pursuant to this clause (iii) with respect to the first $10,000,000 of Net Cash Payments from any Disposition which are not reinvested pursuant to this clause (iii).

•         (iv)  Excess Cash Flow Not later than the date 90 days after the end of each fiscal year of the Borrower for which Excess Cash Flow exceeds $1,000,000 commencing with the fiscal year ending December 31, 2003, the Borrower shall prepay the Term B2 Loans in an amount equal to (A) 75% of Excess Cash Flow if the Consolidated Total Leverage Ratio (in each case pursuant to this clause (iv), as reported on the Compliance Certificate delivered with the financial statements required by Section 6.1(a) for such fiscal year) is greater than or equal to 4.00 to 1.00 for such fiscal year, or (B) 50% of Excess Cash Flow if the Consolidated Total Leverage Ratio is greater than 3.00 to 1.00 but less than 4.00 to 1.00, with respect to such fiscal year.

        (c)     Application.     In the event of any mandatory prepayment of Term B2 Loans pursuant to subsections (b)(i) through (b)(iv) of this Section 2.10, the proceeds of such prepayment shall be applied as follows:

•           (i)  first to the extent that a repayment of Swing Loans shall at such time be required pursuant to Section 2.9(a), to the repayment of Swing Loans, but only to such extent;

           (ii)  second to the extent that Revolving Credit Exposure (as defined in the Credit Agreement) shall at such time exceed the total Revolving Credit Commitments (as defined in the Credit Agreement), to the repayment of Revolving Credit Loans equal in amount to such excess;

30

• 
  

          (iii)  third to the prepayment of the Term Loans, ratably in accordance with the then-outstanding aggregate amounts thereof, such prepayments to be applied to remaining unpaid installments of the Term Loans pro rata in inverse order of maturity; and

          (iv)  fourth after prepayment in full of the Term Loans, to the repayment of Revolving Credit Loans (and to provide cover for LC Exposure (as defined in the Credit Agreement) (and to an equal reduction of the Revolving Credit Commitments in the case of prepayments pursuant to subsections (b)(i) and (b)(iii) of this Section 2.10).

        (d)     Notification of Prepayments.     The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., Boston, Massachusetts time, three Business Days before the date of prepayment or (ii) in the case of prepayment of a Base Rate Borrowing, not later than 11:00 a.m., Boston, Massachusetts time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid. Each partial prepayment of any Borrowing under paragraph (a) of this Section 2.10 shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.2.

        (e)     Prepayments Accompanied by Interest and other Payments.     Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12 and any compensation required by Section 2.15.

        2.11     Fees.     

        (a)   [Reserved].

        (b)   [Reserved].

        (c)   The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed in writing between the Borrower and the Administrative Agent.

        (d)   All fees payable hereunder shall be paid on the dates due, in immediately available funds. Fees paid shall not be refundable under any circumstances, absent manifest error in the determination thereof.

        2.12     Interest.     

        (a)   The Term B2 Loans comprising each Base Rate Borrowing shall bear interest at a rate per annum equal to the Adjusted Base Rate the Applicable Margin.

        (b)   The Term B2 Loans comprising each Eurodollar Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing p the Applicable Margin.

        (c)   Notwithstanding the foregoing, (i) all amounts which are not paid when due shall bear interest until paid in full at the Post-Default Rate and (ii) during the period when any Event of Default shall have occurred and be continuing for a period of 30 or more days (and the Administrative Agent, acting on the instructions of the Required Senior Lenders, shall have notified the Borrower that the Post-Default Rate shall apply), the principal of all Term B2 Loans hereunder shall bear interest, after as well as before judgment, at the Post-Default Rate.

        (d)   Accrued interest on the Term B2 Loans shall be payable in arrears on each Interest Payment Date for the Term B2 Loan; provided that (i) interest accrued at the Post- Default Rate shall be payable on demand, (ii) in the event of any repayment or prepayment of any Term B2 Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Term B2 Loan shall be payable on the effective date of such conversion, (iv) [and (v) all accrued interest on the Term B2 Loans shall be payable on the maturity date thereof.

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        (e)   All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Adjusted Base Rate at times when the Adjusted Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Adjusted Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

        (f)    In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder or under any promissory note and charged or collected pursuant to the terms of this Agreement or pursuant to such note exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that the Noteholders have charged or received interest hereunder in excess of the highest applicable rate, the Noteholders shall promptly refund such excess interest to the Borrower and such rate shall automatically he reduced to the maximum rate permitted by such law.

        2.13     Alternate Rate of Interest.     If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

        (a)   the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or

        (b)   the Administrative Agent is advised by the Required Term Loan Lenders, that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Noteholders of making or maintaining their Eurodollar Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the affected Noteholders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and such Noteholders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any such Borrowing to, or continuation of any such Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as a Base Rate Borrowing.

        2.14     Increased Costs.     

        (a)   If any Change in Law shall:

•           (i)  impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Noteholder (except any such reserve requirement reflected in the Adjusted LIBO Rate); or

           (ii)  impose on any Noteholder or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Noteholder or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Noteholder of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Eurodollar Loan) or to reduce the amount of any sum received or receivable by such Noteholder hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Noteholder such additional amount or amounts as will compensate such Noteholder for such additional costs incurred or reduction suffered.

        (b)   If any Noteholder reasonably determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Noteholder's capital

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or on the capital of such Noteholder's holding company, if any, as a consequence of this Agreement or the Term B2 Loans made by such Noteholder, to a level below that which such Noteholder or such Noteholder's holding company could have achieved but for such Change in Law (taking into consideration such Noteholder's policies and the policies of such Noteholder's holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Noteholder such additional amount or amounts as will compensate such Noteholder or such Noteholder's holding company, for any such reduction suffered.

        (c)   A certificate of a Noteholder setting forth the amount or amounts necessary to compensate such Noteholder or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.14 shall be delivered to the Borrower and shall be conclusive so long as it reflects a reasonable basis for the calculation of the amounts set forth therein and does not contain any manifest error. The Borrower shall pay such Noteholder the amount shown as due on any such certificate within 10 days after receipt thereof.

        (d)   Failure or delay on the part of any Noteholder to demand compensation pursuant to this Section 2.14 shall not constitute a waiver of such Noteholder's right to demand such compensation; provided that the Borrower shall not be required to compensate a Noteholder pursuant to this Section 2.14 for any increased costs or reductions incurred more than six months prior to the date that such Noteholder notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Noteholder's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.

        2.15     Break Funding Payments.     

        (a)   In the event of (i) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (ii) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (iii) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable and is revoked in accordance herewith) or (iv) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.18, then, in any such event, the Borrower shall compensate each Noteholder for the loss, cost and expense attributable to such event.

        (b)   In the case of a Eurodollar Loan, the loss to any Noteholder attributable to any such event shall be deemed to include an amount determined by such Noteholder to be equal to the excess, if any, of

•           (i)  the amount of interest that such Noteholder would pay for a deposit equal to the principal amount of such Eurodollar Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Eurodollar Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBO Rate for such Interest Period,

over

•          (ii)  the amount of interest that such Noteholder would earn on such principal amount for such period if such Noteholder were to invest such principal amount for such period at the interest rate that would be bid by such Noteholder (or an affiliate of such Noteholder) for U.S. dollar deposits from other banks in the eurodollar market at the commencement of such period.

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        (c)   A certificate of any Noteholder setting forth any amount or amounts that such Noteholder is entitled to receive pursuant to this Section 2.15 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Noteholder the amount shown as due on any such certificate within 10 days after receipt thereof.

        2.16     Taxes.     

        (a)   Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.16) the Administrative Agent or any Noteholder receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

        (b)   In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

        (c)   The Borrower shall indemnify the Administrative Agent and each Noteholder within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.16) paid or payable by the Administrative Agent or such Noteholder (and any penalties, interest and reasonable expenses arising therefrom or with respect thereto during the period prior to the Borrower making the payment demanded under this paragraph (c)), whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Noteholder or by the Administrative Agent on its own behalf or on behalf of a Noteholder shall be conclusive absent manifest error.

        (d)   As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

        (e)   Any Foreign Noteholder that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate.

        2.17     Payments Generally: Pro Rata Treatment; Sharing of Set-Offs.     

        (a)   The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or under Section 2.14, 2.15 or 2.16, or otherwise) prior to 12:00 noon, Boston, Massachusetts time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at such of its offices in Boston, Massachusetts as shall be notified to the relevant parties from time to time except that payments pursuant to Sections 2.14, 2.15, 2.16 and 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for

34

the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in U.S. dollars.

        (b)   Except to the extent otherwise provided herein: (i) the Borrowing of Term B2 Loans from the Noteholders under Section 2.1 shall be made from the Noteholders, pro rata according to the amounts of their respective Term B2 Loan Commitments; (ii) Eurodollar Loans having the same Interest Period shall be allocated pro raw among the Noteholders according to the amounts of their Term B2 Loan Commitments (in the case of the making of Term B2 Loans) or their respective Term B2 Loans (in the case of conversions and continuations of Eurodollar Loans); (iii) each payment or prepayment by the Borrower of principal of Term B2 Loans shall be made for account of the Noteholders pro rata in accordance with the respective unpaid principal amounts of the Term B2 Loans held by such Noteholders; and (iv)&nb