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Long-Term Debt

9 Months Ended

Sep. 30, 2025

7. Long-Term Debt

Outstanding long-term debt consisted of the following (in thousands):


	September 30,		December 31,		September 30,
	2025		2024		2024
Term Loan Facility ⁽¹⁾	$	1,311,362	$	1,335,535	$	1,338,321
Real Estate Facilities ⁽²⁾		163,018		173,132		183,497
Other Long-Term Debt		7,676		7,926		8,007
Subtotal		1,482,056		1,516,593		1,529,825
Less: current portion		(22,749)		(23,275)		(23,798)
Total	$	1,459,307	$	1,493,318	$	1,506,027

(1)

Net of $7.7 million, $9.6 million, and $10.2 million of original issue discount as of September 30, 2025, December 31, 2024, and September 30, 2024, respectively, and $2.9 million, $3.8 million, and $3.9 million of finance costs as of September 30, 2025, December 31, 2024, and September 30, 2024, respectively.

(2)	Net of $2.2 million, $3.1 million, and $3.3 million of finance costs as of September 30, 2025, December 31, 2024, and September 30, 2024, respectively.

Senior Secured Credit Facilities

As of September 30, 2025, December 31, 2024, and September 30, 2024, CWGS Group, LLC (the “Borrower”), a wholly-owned subsidiary of CWGS, LLC, was party to a credit agreement (the “Credit Agreement”) for a term loan facility (the “Term Loan Facility”) and a revolving credit facility (the “Revolving Credit Facility” and collectively the “Senior Secured Credit Facilities”).

The following table details the outstanding amounts and available borrowings under the Senior Secured Credit Facilities as of (in thousands):


	September 30,		December 31,		September 30,
	2025		2024		2024
Senior Secured Credit Facilities:
Term Loan Facility:
Principal amount of borrowings	$	1,400,000	$	1,400,000	$	1,400,000
Less: cumulative principal payments		(78,060)		(51,049)		(47,545)
Less: unamortized original issue discount		(7,665)		(9,600)		(10,228)
Less: unamortized finance costs		(2,913)		(3,816)		(3,906)
		1,311,362		1,335,535		1,338,321
Less: current portion		(14,015)		(14,015)		(14,015)
Long-term debt, net of current portion	$	1,297,347	$	1,321,520	$	1,324,306
Revolving Credit Facility:
Total commitment	$	65,000	$	65,000	$	65,000
Less: outstanding letters of credit		(4,902)		(4,902)		(4,902)
Less: total net leverage ratio borrowing limitation		(37,348)		(37,348)		(37,348)
Additional borrowing capacity	$	22,750	$	22,750	$	22,750

As of September 30, 2025, December 31, 2024, and September 30, 2024, the average interest rate on the Term Loan Facility was 6.78%, 6.97%, and 7.47%, respectively, and the effective interest rates were 7.17%, 7.43%, and 7.92%, respectively. In addition to the regularly scheduled quarterly principal payments, the Company made a voluntary principal payment on the Term Loan Facility of $16.5 million in July 2025.

Management has determined that the Senior Secured Credit Facilities include subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred as of September 30, 2025 that would trigger a subjective acceleration clause.

The Credit Agreement requires the Borrower and its subsidiaries to comply on a quarterly basis with a maximum Total Net Leverage Ratio (as defined in the Credit Agreement), which covenant is in effect only if, as of the end of each calendar quarter, the aggregate amount of borrowings under the revolving credit facility, letters of credit and unreimbursed letter of credit disbursements outstanding at such time is greater than 35% of the total commitment on the Revolving Credit Facility (excluding (i) up to $15.0 million attributable to any outstanding undrawn letters of credit and (ii) any cash collateralized or backstopped letters of credit), as defined in the Credit Agreement. As of September 30, 2025, the Company was not subject to this covenant as borrowings under the Revolving Credit Facility did not exceed the 35% threshold, however the Company’s borrowing capacity was reduced by $37.3 million in light of this covenant. The Company was in compliance with all applicable financial debt covenants as of September 30, 2025, December 31, 2024, and September 30, 2024.

Real Estate Facilities

As of September 30, 2025, December 31, 2024 and September 30, 2024, subsidiaries of FRHP Lincolnshire, LLC (“FRHP”), an indirect wholly-owned subsidiary of CWGS, LLC, were party to a credit agreement with a syndication of banks for a real estate credit facility (as amended from time to time, the “M&T Real Estate Facility”) with aggregate maximum principal capacity of $300.0 million with an option that allows FRHP to request an additional $100.0 million of principal capacity. During the nine months ended September 30, 2025, FRHP had no additional borrowings under the M&T Real Estate facility, and during the nine months ended September 30, 2024, FRHP borrowed an additional $55.6 million. During the nine months ended September 30, 2025, FRHP repaid $2.9 million of the M&T Real Estate Facility to pay off the remaining principal balances relating to one property. During the nine months ended September 30, 2024, FRHP repaid $38.6 million of the M&T Real Estate Facility to pay off the remaining principal balances relating to six properties. As of September 30, 2025, the remaining available borrowing capacity was $57.4 million.

As of September 30, 2025, December 31, 2024, and September 30, 2024, Camping World Property, LLC, successor by conversion to Camping World Property, Inc. (the ‘‘Real Estate Borrower’’), an indirect wholly-owned subsidiary of CWGS, LLC, and CIBC Bank USA, were parties to loan and security agreements for real estate credit facilities (as amended from time to time, the “First CIBC Real Estate Facility” and the “Third CIBC Real Estate Facility” and together with the M&T Real Estate Facility, the “Real Estate Facilities”). In May 2024, the Real Estate Borrower repaid the outstanding balance of the Third CIBC Real Estate Facility of $8.9 million, which related to the facility for the divested operations of CWDS in Elkhart, Indiana, and the Third CIBC Real Estate Facility was terminated. The First CIBC Real Estate Facility matures in October 2028.

The following table shows a summary of the outstanding balances, remaining available borrowings, and weighted average interest rate under the Real Estate Facilities as of September 30, 2025:


	As of September 30, 2025
			Remaining			Wtd. Average
(In thousands)	Outstanding⁽¹⁾		Available⁽²⁾			Interest Rate
Real Estate Facilities
M&T Real Estate Facility	$	159,850	$	57,390	⁽³⁾		6.52%
First CIBC Real Estate Facility		3,168		—			7.26%
	$	163,018	$	57,390

(1)	Outstanding principal amounts are net of unamortized finance costs.

(2)	Amounts cannot be reborrowed.

(3)	Additional borrowings on the M&T Real Estate Facility are subject to a debt service coverage ratio covenant and to the property collateral requirements under the M&T Real Estate Facility.

Management has determined that the credit agreements governing the Real Estate Facilities include subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred as of September 30, 2025 that would trigger a subjective acceleration clause. Additionally, the Real Estate Facilities are subject to certain cross default provisions, a debt service coverage ratio, and other customary covenants. The Company was in compliance with all financial debt covenants as of September 30, 2025, December 31, 2024, and September 30, 2024.

Other Long-Term Debt

As of September 30, 2025, the outstanding principal balance of other long-term debt was $7.7 million with a weighted average interest rate of 4.27%.