Exhibit 10.33
OPTION AGREEMENT
THIS OPTION AGREEMENT (the “Option
Agreement”) is made and entered into as of the 5
th day of June, 2009 between AFFINITY GROUP,
INC., a Delaware corporation (the “Company”) and THE
STEPHEN ADAMS LIVING TRUST or its assignee or designee (the
“Purchaser”).
WITNESSETH:
In consideration of good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1.
The Company hereby grants to the Purchaser the right and option
(the “Option”) to purchase all of the issued and
outstanding capital stock (the “Shares”) of Camping
World, Inc. (“CW”) for a cash purchase price (the
“Purchase Price”) of $55,000,000 on the terms set forth
in the agreement attached hereto as Exhibit A (the
“Purchase Agreement”).
2.
The Option shall be exercised in the manner hereinafter provided on
or before March 1, 2010 (the “Termination
Date”). If not so exercised prior to the Termination
Date, the Option shall lapse and Purchaser shall have no further
rights hereunder.
3.
The Option shall be exercised by the Purchaser’s dating and
executing the Purchase Agreement and delivering it to the Company
prior to the Termination Date. Within five business days following
receipt by the Company of such dated and executed Purchase
Agreement, the Company shall execute the Purchase Agreement and
each of the parties agrees to perform its respective obligations
thereunder.
4.
The Closing of the transactions contemplated by the Purchase
Agreement (the “Closing”) shall occur at the offices of
the Purchaser at 10:00 a.m. on such date as is provided in the
Purchase Agreement.
5.
All notices under this Option Agreement shall be in writing and
shall be considered to have been duly given on the first day after
the date of deposit with Federal Express for next day delivery,
postage prepaid, or on the third day after deposit in the United
States mail, certified or registered, return receipt requested,
postage prepaid, or on the date of telecopy, fax or similar
telephonic transmission during normal business hours, provided that
the recipient has specifically acknowledged by telephone receipt of
such telecopy, fax or telephonic transmission; addressed, in all
cases, to the party at his address set forth below, or to such
other address as such party may hereafter designate by written
notice to the other party.
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If to the Company:
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Affinity Group, Inc.
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2575 Vista Del Mar Drive
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Ventura, CA 93001
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If to Purchaser:
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The Stephen Adams Living Trust
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Fox Wood
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88 Old Roxbury Road
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PO Box 271
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Roxbury, CT 06783-0271
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or to such other address as hereafter shall be
furnished as provided in this Section 5.
6.
This Option Agreement sets forth the entire understanding and
agreement between the parties as to the sale and acquisition of the
Shares and supersedes and replaces all prior understandings,
agreements or statements (written or oral) with respect to the
subject matter hereof. This Option Agreement may be executed
in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute a single
instrument. The headings contained in this Option Agreement
are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. This Option
Agreement shall be construed in accordance with, and governed by,
the laws of the State of Minnesota.
IN WITNESS WHEREOF, this Option Agreement has
been executed and delivered as of the date first written
above.
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AFFINITY GROUP, INC
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By:
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/s/ Thomas F. Wolfe
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Its: Chief Financial Officer
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THE STEPHEN ADAMS LIVING TRUST
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By:
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/s/ Stephen Adams
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Its: Trustee
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Exhibit A
STOCK PURCHASE AGREEMENT
THIS AGREEMENT (the “Agreement”) is
made and entered into as of the 5 th day of June, 2009 between AFFINITY GROUP,
INC., a Delaware corporation (the “Seller”) and The
Stephen Adams Living Trust or its assignee or designee (the
“Purchaser”).
WITNESSETH
:
WHEREAS, Purchaser is desirous of purchasing and
acquiring from the Seller all of the issued and outstanding capital
stock (the “Shares”) of Camping World, Inc., a
Kentucky corporation (“CW”);
WHEREAS, Seller is willing to sell the Shares to
the Purchaser on the terms set forth herein;
WHEREAS, Seller and Purchaser are affiliated
parties, each being indirectly controlled by Stephen Adams;
and
WHEREAS, the Seller has received a
valuation report (the “Fair Value Opinion”) as of
March 1, 2009 from Houlihan Smith & Company Inc., an
independent financial advisor to the Seller, to the effect that the
reasonable and fair range of the equity value of CW is between
$46,700,000 and $58,800,000; and
WHEREAS, the Purchaser has an option
to purchase the Shares for $55,000,000 and has exercised such
option.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1
DEFINITIONS
Capitalized terms us
