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As filed with the Securities and Exchange Commission on April 4, 2011

Registration No. 333-                

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



AFFINITY GROUP, LLC
*And the Subsidiary Guarantors listed below
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  7900
(Primary Standard Industrial
Classification Code Number)
  13-3377709
(I.R.S. Employer
Identification No.)

2575 Vista Del Mar Drive
Ventura, CA 93001
805-667-4100
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

Thomas F. Wolfe, Chief Financial Officer
Affinity Group, LLC
2575 Vista Del Mar Drive
Ventura, CA 93001
805-667-4100
  Bruce J. Parker
Kaplan, Strangis and Kaplan, P.A.
90 South Seventh Street, Suite 5500
Minneapolis, MN 55402
612-375-1138

(Names and addresses, including zip codes, and telephone numbers, including area codes, of agents for service)



Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.

         If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

         If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

         If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a smaller
reporting company)
  Smaller reporting company o

         If applicable, place an X in the box to designate the appropriate rule provisions relied upon in conducting this transaction:

         Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

         Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o



CALCULATION OF REGISTRATION FEE

               
 
Title of Each Class of Securities
to be Registered

  Amount To Be
Registered

  Proposed Maximum
Offering Price Per
Unit

  Proposed Maximum
Aggregate Offering
Price

  Amount of
Registration Fee

 

11.50% Senior Secured Notes due 2016

  $333,000,000   100%   $333,000,000   $38,661.30(1)
 

Guarantees related to the 11.50% Senior Secured Notes due 2016

  N/A   N/A   N/A   N/A(2)

 

(1)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933.

(2)
No separate consideration is received for the guarantees, and, therefore, no additional fee is required.

         The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


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TABLE OF ADDITIONAL REGISTRANTS

Exact name of additional registrant as specified in its charter*
  State or other
jurisdiction of
incorporation or
organization
  Primary Standard
Industrial
Classification Code
  I.R.S. Employer
Identification
Number
 

Affinity Brokerage, LLC

  Delaware     8600     77-0450002  

Affinity Guest Services, LLC

  Delaware     2721     20-5257553  

Affinity Road and Travel Club, Inc. 

  Texas     8600     23-2066824  

AGI Productions, LLC

  Delaware     7990     20-3872281  

Camp Coast to Coast, LLC

  Delaware     7900     13-3377711  

Camping World Card Services, Inc. 

  Ohio     5900     26-1120104  

Camping World, Inc. 

  Kentucky     5531     61-1217779  

Camping World Insurance Services of Kentucky, Inc. 

  Delaware     6411     26-0745570  

Camping World Insurance Services of Nevada, Inc. 

  Nevada     6411     88-0447614  

Camping World Insurance Services of Texas, Inc. 

  Texas     6411     74-2999476  

Coast Marketing Group, LLC

  Delaware     7900     36-4283353  

CWI, Inc. 

  Kentucky     5531     61-0994306  

CW Michigan, Inc. 

  Delaware     5531     31-1552845  

Ehlert Publishing Group, LLC

  Delaware     2721     41-1593263  

Golf Card International, LLC

  Delaware     7900     87-0511642  

Golf Card Resort Services, LLC

  Delaware     7900     84-1238913  

GSS Enterprises, LLC

  Delaware     7900     84-1238910  

Outdoor Buys, Inc. 

  Kentucky     5940     62-1357841  

Power Sports Media, LLC

  Delaware     2721     36-4483237  

TL Enterprises, LLC

  Delaware     2721     84-1236595  

VBI, LLC

  Delaware     7900     95-4284593  

*
The address, including zip code, and telephone number, including area code, of each additional registrant's principal executive office is the same as Affinity Group, LLC.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated April 4, 2011.

PROSPECTUS

AFFINITY GROUP, LLC

$333,000,000 aggregate principal amount of registered
11.50% Senior Secured Notes due 2016
and the related subsidiary guarantees
for any and all of a like principal amount of outstanding unregistered
11.50% Senior Secured Notes due 2016
and the related subsidiary guarantees

        We are offering to exchange our 11.50% senior secured notes due 2016 (the "exchange notes") that have been registered under the Securities Exchange Act of 1933, as amended (the "Securities Act") and are fully and unconditionally guaranteed by the subsidiary guarantors listed on page 4 of this prospectus, for any and all of the $333,000,000 aggregate principal amount outstanding of our 11.50% senior secured notes due 2016 (the "old notes") that were issued and sold by our predecessor, Affinity Group, Inc., on November 30, 2010 in a private offering exempt from registration under the Securities Act. On March 2, 2011, Affinity Group, Inc. converted into a Delaware limited liability company called Affinity Group, LLC which thereby became the obligor under the old notes and is the obligor under the exchange notes. This offer to exchange is subject to the conditions set forth in this prospectus and the accompanying letter of transmittal.

Material Terms of this Exchange Offer

    The exchange offer expires at 5:00 p.m., New York City time, on            , 2011, unless extended.

    We will exchange all old notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer.

    You may withdraw tendered old notes at any time prior to the expiration of this exchange offer.

    You may tender old notes only in a minimum denomination of $2,000 and integral multiples of $1,000 in excess thereof.

    The exchange of old notes for exchange notes pursuant to this exchange offer will not be a taxable event for U.S. federal income tax purposes.

    The terms of the exchange notes are substantially identical to the old notes, except for certain transfer restrictions and registration rights relating to the old notes.

    We will not receive any proceeds from this exchange offer.

    Affiliates of our company may not participate in this exchange offer.

    We do not intend to apply for listing of the exchange notes on any securities exchange or to seek approval for quotation of the exchange notes through an automated quotation system.

        See "Risk Factors" beginning on page 24 of this prospectus to read about factors you should consider before making an investment in the exchange notes.

        There is no established trading market for the exchange notes or the old notes.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated                              , 2011.


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        We have not authorized any dealer, salesperson or other person to give any information or represent anything to you other than the information contained in this prospectus. You must not rely on unauthorized information or representations.

        This prospectus does not offer to sell or ask for offers to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities. The information in this prospectus is current only as of the date on its cover, and may change after that date. For any time after the date on the cover of this prospectus, we do not represent that our affairs are the same as described or that the information in this prospectus is correct—nor do we imply those things by delivering this prospectus or selling securities to you.




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Cautionary Statement Regarding Forward-Looking Statement

    4  

Prospectus Summary

    7  

Risk Factors

    23  

The Exchange Offer

    40  

Use of Proceeds

    52  

Capitalization

    53  

Selected Historical Consolidated Financial and Other Data

    54  

Management's Discussion and Analysis of Financial Condition and Results of Operations

    56  

Industry Overview

    75  

Business

    76  

Management

    93  

Security Ownership of Beneficial Owners

    108  

Certain Relationships and Related Transactions

    109  

Description of Certain Other Indebtedness

    111  

Description of the Notes

    113  

Book Entry; Delivery and Forms

    187  

Plan of Distribution

    189  

Certain U.S. Federal Income Tax Considerations

    191  

Legal Matters

    196  

Experts

    196  

Available Information and Reports to Note Holders

    196  

Index to Consolidated Financial Statement

    F-1  

        In addition to the obligation of dealers to deliver a prospectus when selling exchange notes received in exchange for old notes held for their own accounts (see "Plan of Distribution"), all dealers effecting transactions in the exchange notes, whether or not participating in this offering, may be required to deliver a prospectus. We have agreed that we will make this prospectus available to participating broker-dealers, at such broker-dealers' request, for use in connection with resales of exchange notes as set forth in the section entitled "Plan of Distribution."

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        This prospectus incorporates important business and financial information about Affinity Group, LLC that is not included in or delivered with this document. Copies of this information are available without charge to security holders upon written or oral request. Written requests should be sent to:

Affinity Group, LLC
2575 Vista Del Mar Drive
Ventura, CA 93001
Attention: Thomas F. Wolfe, Chief Financial Officer

        Oral requests should be made by telephoning: (805) 667-4457.

        In order to obtain timely delivery, such requests must be made no later than                        , 2011, which is five business days before expiration of the exchange offer.

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Subsidiary Guarantors

Affinity Brokerage, LLC
Affinity Guest Services, LLC
Affinity Road and Travel Club, Inc.
AGI Productions, LLC
Camp Coast to Coast LLC
Camping World Card Services, Inc.
Camping World, Inc.
Camping World Insurance Services of Kentucky, Inc.
Camping World Insurance Services of Nevada, Inc.
Camping World Insurance Services of Texas, Inc.
Coast Marketing Group, LLC
CWI, Inc.
CW Michigan, Inc.
Ehlert Publishing Group, LLC
Golf Card International, LLC
Golf Card Resort Services, LLC
GSS Enterprises, LLC
Outdoor Buys, Inc.
Power Sports Media, LLC
TL Enterprises, LLC
VBI, LLC


Cautionary Statement Regarding Forward-Looking Statements

        This prospectus includes forward-looking statements within the meaning of the U.S. federal securities laws in addition to historical information. These forward-looking statements are included throughout this prospectus, including in the sections entitled "Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" and include, without limitation, statements regarding our industry, business strategy, plans, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information. When used in this discussion, the words "anticipate," "assume," "believe," "budget," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "will," "future" and similar terms and phrases are intended to identify forward-looking statements in this prospectus.

        Forward-looking statements reflect our current expectations regarding future events, results or outcomes. Although we believe that the expectations reflected in or suggested by such forward looking statements are reasonable, these expectations may not prove to be correct or we may not achieve the financial results, savings or other benefits anticipated in the forward-looking statements. These forward-looking statements are necessarily estimates and involve a number of known and unknown risks and uncertainties, many of which are beyond our control, which could result in our expectations not being realized or otherwise materially affect our financial condition, results of operations and cash flows. Actual events, results and outcomes may differ materially from our expectations due to a variety of factors. Although it is not possible to identify all of these factors, they include, among others, the following:

    we depend on our ability to attract and retain active members in our membership clubs and our failure to do so in accordance with our expectations in the future could have an adverse impact on our business;

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    we depend on our relationships with third party providers of products and services and a disruption of these relationships or of these providers' operations could have an adverse effect on our business and results of operations;

    our business could be adversely affected by deteriorating general economic conditions or any decrease in disposable income spent on leisure merchandise and activities by consumers;

    we are subject to varying degrees of federal, state and local regulations which may affect our operations;

    increases in paper costs, postage costs and shipping costs may have an adverse impact on our future financial results;

    if we are not able to compete effectively within the markets in which we operate, which are serviced by companies with significantly greater resources than ours, then our business, financial condition and results of operations could be harmed;

    the interests of the holders of our debt instruments, including the old notes and exchange notes, may conflict with the interests of our principal owner and the interests of our directors or executive officers that have relationships with certain of our affiliates or other companies;

    if we are unable to retain senior executives and attract and retain other qualified employees, our business might be adversely affected;

    we must successfully order and manage our inventory to reflect consumer demand in a volatile market and anticipate changing consumer preferences and buying trends or our operating results could suffer;

    reliance on our management information systems and electronic data processing systems exposes us to potential risks;

    we primarily rely on two fulfillment and distribution centers for our retail, Internet and catalog businesses, and if there is a natural disaster or other serious disruption at either facility, we may be unable to deliver merchandise effectively to our stores or consumers;

    if we are unable to maintain the leases for our store locations (all of which are leased) or locate alternative sites for our stores in our target markets and on terms that are acceptable us, our net revenues and profitability could be adversely affected;

    we may be unable to enforce our intellectual property rights and we may be accused of infringing intellectual property rights of third parties which could adversely affect our business;

    we may be subject to product liability claims if people or property are harmed by the products we sell;

    failure to protect the integrity and security of our customers' information could expose us to litigation and materially damage our reputation;

    our failure to comply with certain environmental regulations could adversely affect our business;

    we may be named in litigation, which may result in substantial costs and divert management's attention and resources; and

    other factors discussed in more detail in the section entitled "Risk Factors."

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        All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. In light of these and other risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur. You should read this prospectus completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements speak only as of the date stated or otherwise, as of the date of this prospectus, and, except as required by law, we do not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by these forward-looking statements will not be realized.

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Prospectus Summary

        The following summary highlights selected information about this offering. It likely does not contain all the information that is important to you. For a more complete understanding of this offering, we encourage you to read this entire document. As used in this prospectus, unless the context indicates otherwise: "we," "our," "us" and "Company" refer to Affinity Group, LLC (as the successor in interest to Affinity Group, Inc.) and its consolidated subsidiaries. Unless stated otherwise, all membership, store and circulation data is given as of December 31, 2010.

Our Company

        We are a leading direct marketer, specialty retailer and publisher targeting North American recreational vehicle ("RV") owners and outdoor enthusiasts. Our core audience is the estimated 30 million RV enthusiasts in North America and the approximately eight million households in North America that own at least one RV. Our unique business model is based on "affinity marketing," in which our membership club members and retail customers form a receptive audience to which we sell products, services, merchandise and publications targeted to their specific recreational interests. Through our long operating history dating back approximately 75 years, we have built a rich database of approximately eight million RV enthusiasts who have purchased our products or services, subscribed to our publications or have otherwise indicated an interest in the RV lifestyle.

        We operate through three complementary business segments that together provide the most comprehensive product and service suite to the RV and outdoor enthusiast market:

    Membership Services:  

    Membership Clubs:  Our membership clubs represent approximately 9% of revenues. We operate primarily four membership clubs totaling over 1.7 million club members, including the two largest clubs in the RV market—Good Sam Club and President's Club. These clubs represent some of the most recognizable brands within the RV community and offer a wide variety of discounts and benefits, the average estimated value of which significantly exceeds the cost of membership. As a result, the membership clubs have experienced an average five year renewal rate of approximately 65%.

    Ventures:  Our ventures represent approximately 22% of revenues. Our club members, retail customers and publication subscribers form a receptive audience for us to offer our safety, finance and security products and services that enhance the RV experience, including (i) emergency road services ("ERS"), (ii) property and casualty insurance programs, (iii) mechanical breakdown insurance through our extended service plans ("ESP"), (iv) vehicle financing, (v) credit cards and (vi) emergency assistance services. We have limited liability exposure, as the majority of our products and services are provided by third parties who pay us a marketing fee. Our products and services generate significant value, with average renewal rates in the 80%-90% range over the last five years. Nearly two-thirds of club members add at least one of our service offerings to their memberships.

    Retail:  Our retail segment, Camping World, represents approximately 57% of revenues. With a nationwide footprint of 79 Camping World retail and service stores in 32 states, we are the only national retailer of aftermarket parts and accessories and the largest national provider of repair and maintenance services exclusively serving the North American RV and outdoor industries. We believe that Camping World's leading position in the RV accessory industry results from a high level of brand recognition, an effective triple channel distribution strategy (stores, catalogs and online) that allows us to reach our customers at home or on the road and a commitment to offer a broad selection of specialized RV products and services combined with technical assistance and on-site installation.

    Media:  Our media segment represents approximately 12% of revenues. Through our publications and consumer events, the media segment helps create awareness of our brand in the RV

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      community, attracts RV enthusiasts and owners and builds our customer database. We publish and distribute 27 specialty publications for select markets in the recreation and leisure industry, including general circulation periodicals, club magazines, campground directories, and RV industry trade magazines, with aggregate circulation of over four million and approximately 700,000 paid subscribers. In addition, we operate over 50 websites, primarily as companion sites to print publications that offer more detailed reference information. We believe that the targeted audience of each of our publications is an important factor in attracting advertisers, which include manufacturers of RVs and RV-related products, campground operators and large national RV dealerships as well as manufacturers of power sports vehicles and accessories. We also operate 30 consumer outdoor recreation shows at 22 venues in 18 cities, which are primarily RV, boat and sport shows. The total audience of RV, boating, powersports and outdoor recreation enthusiasts who attend our shows exceeds 250,000 annually.

Industry Overview

        We believe that both the size of the installed base of RVs and RV usage are the most important factors affecting the demand for our membership clubs, merchandise, products, services and publications. Our core audience is the roughly 30 million RV enthusiasts in North America and the approximately eight million installed base of RVs (defined as the total number of RVs currently in operation in the United States), as estimated by the Recreation Vehicle Industry Association ("RVIA"). The installed base of North American RVs has been steadily increasing, with annual new RV shipments reaching 242,300 units in 2010 and averaging approximately 300,000 units per year since 2000. Additionally, the total number of households owning RVs was approximately 6.9 million in 2001, 7.9 million in 2005 and was estimated at 8.5 million for 2010 according to the National Survey of the RV Consumer published by the University of Michigan in 2005 (the "RV Survey").

        Another factor attributed by the RVIA to an increase in the installed base is the positive demographic trend that indicates RV ownership increases with age. According to the RV Survey, the median age of RV owners was 49 in 2005 and RV ownership increases with age, reaching its highest percentage level among those 55 to 64 years old and its second highest percentage level among those 45 to 54 years old. As a result, we believe the aging of the baby boomers will grow the pool of potential RV enthusiasts and owners. Furthermore, according to the U.S. Census Bureau, the over-45 population in the United States is expected to grow from approximately 121 million in 2010 to approximately 156 million by 2030, which we believe should have a positive impact on RV ownership and usage. According to the RV Study, RV ownership is also concentrated in the western United States, an area in which the population growth rate continues to be greater than the national average. The RV Survey also indicates that RV ownership is associated with higher than average annual household income, which among RV owners was approximately $68,000 per annum as compared to the national average of $60,528 per annum in 2005, when the survey was conducted.

        Furthermore, despite fuel price increases, RV trips remain the least expensive type of vacation according to a study entitled "Family Vacation Cost Comparison" conducted by PKF Consulting in 2008 (the "PKF Study"). The PKF Study also noted that an RV vacation is typically 27%-61% cheaper than other comparable types of vacations studied. While fuel costs are a component of overall vacation costs, the PKF Study determined that fluctuations in fuel prices should not be a significant factor affecting a family's decision to take RV trips.

Our Credit Strengths

        We believe that our key credit strengths are as follows:

        Attractive Industry Demographics and Stable Installed Base.    Favorable demographic trends indicate that RV ownership should increase during the next several years. According to the RV Survey, overall RV ownership rates have historically been highest in the 45-64 age bracket, representing 19.4% of RV ownership. Also, the RV Survey estimated that RV owning households would reach 8.5 million by 2010.

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We believe the aging of the baby boomers is projected to generate growth in the pool of potential RV consumers, with the over-45 population in the U.S. expected to grow from approximately 121 million in 2010 to approximately 156 million in 2030. In addition, RV owners have household incomes that generally exceed the national average. We believe that these demographics are attractive for advertisers and third-party providers of our products and services.

        Substantial Barriers to Entry.    We believe we hold a dominant market position within the RV industry due to our existing database of approximately eight million RV enthusiasts. We believe it would be prohibitively expensive to replicate the size and quality of information contained in our database. Through our marketing channels, we are able to collect valuable data on RV owners and enthusiasts and based on such data, we offer valuable products and services to a targeted audience that we believe will be highly likely to purchase our offerings. By offering products and services to a targeted audience we are able to lower our overall marketing costs, improve our profitability and reduce the price offered to consumers, which improves our value proposition relative to our competitors. Within our membership club segment, Good Sam Club, which was founded in 1966, and President's Club, founded in 1985, are the largest RV membership clubs in North America. Within our retail segment, Camping World, which has grown to 79 retail stores since inception, is the largest and only national specialty retailer of merchandise accessories and services for RV owners and camping enthusiasts. Through publications and events, we are able to continually create awareness of our brands in the RV community and attract RV owners and enthusiasts.

        Nationwide Footprint.    Within our retail segment, Camping World is the largest and only national specialty retailer of merchandise accessories and services for RV owners and outdoor enthusiasts, with 79 retail stores in 32 states. In 2003, we began a strategy of expanding our footprint in order to more effectively serve our customers whether they are at home or on the road. We opened a total of 60 stores since that time, targeting high traffic, convenient sites located adjacent to major interstates, where customers live, or near major RV destinations.

        Comprehensive Product and Service Offerings Allow Us to Deliver Substantial Value to Our Members.    We believe our comprehensive suite of product and service offerings relative to our competition is a meaningful advantage that provides us greater leverage to negotiate benefits and discounts with third-party service providers for our members. The savings that are provided to our members as a result of these benefits and discounts have outweighed increases in membership dues. Our 1.7 million club members and the approximately nine million consumers in our proprietary database serve as a unique, receptive audience for direct marketing, which we believe significantly lowers customer acquisition costs relative to our competitors and facilitates cost-effective cross-selling. We believe our leading position within the retail market allows us to leverage our buying power, enabling us to purchase our inventory at what we believe are competitive prices. Our retail pricing strategy is to pass along our low merchandise costs to our customers.

        Stable Recurring Cash Flow.    Approximately 71% of our operating income, net of non-recurring, non-cash charges, is generated through our non-retail based businesses, which historically has provided a recurring income stream through a core base of loyal customers. Our four primary membership clubs have an average five year renewal rate of approximately 65%, which we believe compares favorably to other subscription-based businesses. Similarly, our membership-based products and services have historically also experienced high renewal rates, averaging approximately 85% over the past five years for our largest product and service offerings, ERS, RV insurance and extended service plans.

        Significant Operating Leverage.    We have implemented a successful strategy to manage operations through the recent economic cycle. Our disciplined cost saving initiatives have included work force, payroll and employee benefit reductions, office consolidations, right sizing magazine titles, and procurement, marketing and selling expense savings, which we estimate have resulted in net savings of approximately $38.3 million during 2009 as compared to 2008, creating significant operating leverage and improving our cost position.

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        Experienced and Successful Management Team.    With an average of fourteen years with our Company and an average of twenty years in the industry, our executive management team has a proven track record in direct marketing, retail and media in the RV industry. In addition to the recent successful implementation of cost saving initiatives, the team has developed substantial experience in increasing our target customer base, using strategic alliances to bolster product offerings that create value for our customers and increasing cross-selling opportunities for our high margin product offerings.

Our Business Strategy

        Maximize Customer Retention with Value-Added Product Offerings.    A key aspect of our strategy is to develop strong membership loyalty by providing an attractive value proposition for club members and offering add-on products specifically targeted to meet their needs as reflected by our strong customer renewal rates. Each of our four primary membership clubs provides our customers with tangible savings which substantially exceed the membership fee. On average, club members benefit by saving approximately five times the cost of their annual membership dues as a result of being able to purchase products and services at discounts made available through our clubs. We believe that the participation levels and renewal rates of club members reflect the benefits derived from their membership. To continue to improve customer renewal rates, we regularly evaluate member satisfaction and actively respond to changing member preferences through the enhancement or introduction of new membership benefits including products and services.

        Cross-Sell Products and Services to Existing Customers.    We proactively cross-sell our products and services across our customer base. For example, one of our core strategies is to offer our safety, finance and security products and services to our Good Sam Club members. We also use our customer database to cost-efficiently market Camping World products through catalogs and the Internet. At the same time, Camping World stores provide direct customer referrals and sales to our membership clubs, products and services. In addition, we use our publications to communicate with our core customer base and to promote our other business segments to existing club members and magazine readers. Our magazines contain relevant content as well as various forms of advertisements for our membership clubs, products and services.

        Continue to Enhance Service Offerings at Camping World.    We recently completed a multi-year capital investment of approximately $40 million in 60 new stores, a distribution center expansion and a systems upgrade, which not only expanded the Company's nationwide footprint and increased our ability to market products and services, but also enhanced efficiency and lowered distribution costs. We are focused on improving profitability by continuing to shift focus to the higher margin service and repair business while expanding service offerings.

        Continue to Enhance Digital Products.    We believe that we have developed the most comprehensive source of RV news and information on vehicles, the industry, trends and campgrounds through our RV.net and related websites. Our digital "companion" websites provide our subscribers with additional relevant information tailored to their interests, while providing us with another profitable advertising channel. We currently operate over 50 websites dedicated to the RV lifestyle including CampingWorld.com, a direct channel business which allows us to reach customers who are on the road or who do not live near a retail store.

2010 Refinancing Transactions

        The net proceeds from the old notes issued on November 30, 2010 were used to refinance substantially all of our debt, which involves the prepayment and termination of the our then senior secured credit facility and the redemption, repurchase, acquisition for value and satisfaction and discharge of all of our then outstanding 9% senior subordinated notes due 2012. In addition, a portion of the proceeds from the issuance of the old notes was used to make a distribution to our parent company, Affinity Group Holding, Inc. ("AGHI"), of approximately $20 million, which AGHI used,

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together with other funds contributed to AGHI, to redeem, repurchase or otherwise acquire for value and satisfy and discharge AGHI's then outstanding 107/8% senior notes due 2012.

Our Corporate Structure

        Our ultimate parent, AGI Holding Corp. ("AGHC") entered into an agreement with an affiliate of a private equity firm (the "Investor"), by virtue of which, among other things, the Investor was granted an option to purchase a non-controlling equity interest in an indirect parent of the Company. The Company, certain of the Company's subsidiaries and the Company's direct parent, Affinity Group Holding, Inc. ("AGHI"), (collectively, the "Q-Subs"), were qualified S-corporation subsidiaries for tax purposes and as such were pass-through entities for tax purposes. Since the Investor is not a qualified S Corporation shareholder and since the exercise of the option by the Investor will terminate the status of the Q-Subs as qualified Sub-S shareholder, the Company converted its form of organization, and that of each of its subsidiaries that are the Q-Subs, which can under current regulatory constraints be converted, from a corporation to a limited liability company, and expects to convert the one Q-Sub that had not been converted due to regulatory constraints once the conversion has been approved. Also, on March 2, 2011, AGHI converted the form of its organization from a corporation to a limited liability company and changed its name to Affinity Group Holding, LLC and will be referred to as AGHI in this prospectus. The following chart illustrates our current corporate structure. This chart is provided for illustrative purposes only and does not include all of our direct and indirect subsidiaries or all of the intermediate holding companies between our immediate parent, AGHI, and our ultimate parent corporation, AGHC. Each subsidiary or group of subsidiaries, as the case may be, set forth below, is wholly-owned by its parent.

GRAPHIC

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Corporate Information

        Affinity Group, LLC is a Delaware limited liability company. Our principal executive offices are located at 2575 Vista Del Mar Drive, Ventura, California 93001. The telephone number for our principal executive offices is (805) 667-4100.

Summary of the Exchange Offer

Background

  On November 30, 2010, Affinity Group, Inc. issued $333,000,000 aggregate principal amount of 11.50% senior secured notes due 2016 in a private offering. These old notes were not registered under the Securities Act. In connection with the offering of the old notes, we entered into a registration rights agreement with the initial purchasers of the old notes, dated November 30, 2010, which we refer to as the registration rights agreement, in which we agreed to offer to exchange old notes for new notes which have been registered under the Securities Act. On March 2, 2011, Affinity Group, Inc. was converted into a limited liability company organized in Delaware called Affinity Group,  LLC which as a result became the obligor under the old notes, will be the obligor under the exchange notes and assumed the obligations of Affinity Group, Inc. under the registration rights agreement. This exchange offer is intended to satisfy that obligation.

Securities Offered

 

$333,000,000 aggregate principal amount of 11.50% senior secured notes due 2016, which we have registered under the Securities Act.

Issuer

 

Affinity Group, LLC as successor to Affinity Group, Inc.

The Exchange Offer

 

We are offering to exchange $1,000 principal amount of exchange notes for each $1,000 principal amount of old notes. You may tender some or all of your old notes in this exchange offer in a minimum denomination of $2,000 and integral multiples of $1,000 in excess thereof. The terms of the old notes and the exchange notes are identical in all material respects, except that the exchange notes do not restrict transfer and do not include exchange or registration rights. After this exchange offer is completed, you will no longer be entitled to any exchange or registration rights with respect to your old notes. Under limited circumstances, certain holders of outstanding old notes may require us to file a shelf registration statement under the Securities Act. As of this date, there is $333,000,000 aggregate principal amount of old notes outstanding.

Required Representations

 

In order to participate in this exchange offer, you will be required to make certain representations to us in a letter of transmittal, including that:

 

•       any exchange notes will be acquired by you in the ordinary course of your business;

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•       at the time of the commencement and consummation of the exchange offer under this prospectus, you have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes in violation of the Securities Act;

 

•       if you are an "affiliate" of the Company as defined under Rule 405 of the Securities Act, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable to you;

 

•       if you are not a broker-dealer, you are not engaged in, and do not intend to engage in, the distribution of the exchange notes, as defined in the Securities Act; and

 

•       if you are a broker-dealer, you will receive the exchange notes for your own account in exchange for old notes that were acquired by you as a result of your market-making or other trading activities and that you will deliver a prospectus in connection with any resale of the exchange notes you receive. For further information regarding resales of the exchange notes by participating broker-dealers, see the discussion under "Plan of Distribution."

Resale

 

Based upon the existing interpretations of the staff of the Securities and Exchange Commission (the "Commission" or "SEC") as described in several no-action letters to other issuers regarding similar exchange offers, we believe that the exchange notes issued in this exchange offer can be traded freely by you without compliance with the registration and prospectus delivery provisions of the Securities Act provided that:

 

•       the exchange notes issued in this exchange offer are being acquired in the ordinary course of your business;

 

•       you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in the distribution of the exchange notes issued to you in this exchange offer;

 

•       you are not our "affiliate" as defined under Rule 405 of the Securities Act;

 

•       you are holding old notes that have, or are reasonably likely to have, the status of an unsold allotment in the old notes offering; and

 

•       you are a participating broker-dealer that received new notes for its own account in the exchange offer in exchange for old notes that were acquired as a result of market-making or other trading activities.

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If you fall within one of the exceptions listed above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction involving the new notes. See the discussion under the caption "Plan of Distribution" for more information.

 

If our belief is inaccurate and you transfer any exchange note issued to you in this exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes from such requirements, you may incur liability under the Securities Act. We do not assume or indemnify you against such liability.

 

Each participating broker-dealer that is issued exchange notes in this exchange offer for its own account in exchange for old notes which were acquired by such participating broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes issued in this exchange offer. We have agreed in the registration rights agreement that a participating broker-dealer may use this prospectus for an offer to resell, resale or other retransfer of the exchange notes issued to it in this exchange offer.

 

We do not intend to apply for listing of the exchange notes on any securities exchange or to seek approval for quotation of the exchange notes through an automated quotation system. Accordingly, there can be no assurance that an active market will develop upon completion of this exchange offer or, if developed, that such market will be sustained or as to the liquidity of any market.

Expiration Date

 

This exchange offer will expire at 5:00 p.m., New York City time, on                     , 2011, unless extended. If extended, the term "expiration date" shall mean the latest date and time to which we extend this exchange offer.

Conditions to the Exchange Offer

 

This exchange offer is subject to certain customary conditions, which may be waived by us prior to the expiration date; these conditions are described under "The Exchange Offer—Conditions to the Exchange Offer." This exchange offer is not conditioned upon any minimum principal amount of old notes being tendered.

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Procedures for Tendering Your Old Notes

 

If you wish to tender your old notes for exchange pursuant to this exchange offer, you must do one of the following on or before the expiration date:

 

•       make a book-entry transfer of your old notes into the exchange agent's account at The Depository Trust Company and either transmit a properly completed and duly executed letter of transmittal, which accompanies this prospectus, or a manually signed facsimile of the letter of transmittal, together with any other required documentation, to the exchange agent at the address set forth in this prospectus under "The Exchange Offer—Exchange Agent," and on the front cover of the letter of transmittal, or transmit a computer generated message transmitted by means of The Depository Trust Company's Automated Tender Offer Program system and received by the exchange agent and forming a part of a confirmation of book entry transfer in which you acknowledge and agree to be bound by the terms of the letter of transmittal; or

 

•       transmit the certificates for your old notes and a properly completed and duly executed letter of transmittal, or a manually signed facsimile of the letter of transmittal together with any other required documentation, to the exchange agent.

 

If either of these procedures cannot be satisfied on a timely basis, then you should comply with the guaranteed delivery procedures described below.

 

By executing the letter of transmittal, each holder of the old notes will make representations to us described under "The Exchange Offer—Procedures for Tendering."

Special Procedures for Beneficial Owners

 

If you are a beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your old notes in this exchange offer, you should contact such registered holder promptly and instruct such registered holder to tender on your behalf. If you wish to tender on your own behalf, prior to completing and executing the letter of transmittal and delivering your old notes, you must either make appropriate arrangements to register ownership of the old notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be completed prior to the expiration date.

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Guaranteed Delivery Procedures

 

If you wish to tender your old notes and time will not permit the documents required by the letter of transmittal to reach the exchange agent prior to the expiration date, or the procedures for book-entry transfer cannot be completed on a timely basis, you must tender your old notes according to the guaranteed delivery procedures described under "The Exchange Offer—Procedures for Tendering—Guaranteed Delivery Procedures."

Acceptance of Old Notes and Delivery of Exchange Notes

 

Subject to the conditions described under "The Exchange Offer—Conditions to the Exchange Offer," we will accept for exchange any and all old notes which are validly tendered in this exchange offer, and not withdrawn, prior to 5:00 p.m., New York City time, on the expiration date. We will issue the exchange notes promptly following the expiration date.

Withdrawal Rights

 

You may withdraw the tender of your old notes at any time prior to the expiration date, subject to compliance with the procedures for withdrawal described in this prospectus under "The Exchange Offer—Withdrawal Rights."

Use of Proceeds

 

We will not receive any proceeds from the exchange offer.

Certain Income Tax Considerations

 

For a summary of material federal income tax considerations relating to the exchange of old notes for exchange notes, see "Certain Income Tax Considerations."

Exchange Agent

 

The Bank of New York Mellon Trust Company, N.A., the trustee under the indenture governing the notes, is serving as the exchange agent. The address, telephone number and facsimile number of the exchange agent are set forth in this prospectus under "The Exchange Offer—Exchange Agent."

Consequences of Failure to Exchange Old Notes

 

If you do not exchange your old notes for exchange notes pursuant to this exchange offer, you will continue to be subject to the restrictions on transfer provided in the old notes and in the indenture governing the notes. In general, the old notes may not be offered or sold unless they are registered under the Securities Act, except pursuant to an exemption from or in a transaction not subject to the Securities Act and applicable state securities laws. We currently do not intend to register the old notes under the Securities Act. Under some circumstances, however, holders of old notes, including holders who are not permitted to participate in the exchange offer or who may not freely resell exchange notes received in the exchange offer, may require us to file, and cause to become effective, a shelf registration statement covering resales of old notes by these holders. For more information regarding the consequences of not tendering your old notes and our obligation to file a shelf registration statement, see "The Exchange Offer—Consequences of Failure to Exchange" and "Description of Notes—Registered Exchange Offer; Registration Rights."

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Summary of the Terms of the Notes

        The exchange notes are identical in all material respect to the old notes, except that the exchange notes will no longer contain transfer restrictions and holders of exchange notes will no longer have registration rights. The exchange notes will evidence the same debt as the old notes, which they replace, and will be governed by the same indenture (the "Indenture").

        The summary below describes the principal terms of the exchange notes and is not intended to be complete. Certain of the terms and conditions described below are subject to important limitations and exceptions. You should read this entire prospectus, including the section entitled "Description of the Notes," which contains a more detailed description of the terms and conditions of the notes and the Indenture, and the section entitled "Risk Factors," before making an investment decision.

Issuer

  Affinity Group, LLC (as successor to Affinity Group, Inc.), a Delaware limited liability company.

Notes Offered

 

$333,000,000 in aggregate principal amount of 11.50% Senior Secured Notes due 2016.

Maturity Date

 

December 1, 2016.

Interest

 

We will pay interest on the notes in cash semi-annually at an annual interest rate of 11.50% on June 1 and December 1 of each year, beginning on June 1, 2011.

Guarantees

 

The notes will be fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of our existing and future domestic restricted subsidiaries.

Security

 

The notes and the related guarantees will be secured by liens on substantially all of our and the guarantors' assets (subject to certain exceptions and permitted liens) and by a limited recourse pledge of all the equity interests of the Company by AGHI. The liens securing the notes and the related guarantees will be contractually subordinated (i)  pursuant to the terms of an intercreditor agreement (the "Intercreditor Agreement"), to liens on the assets of certain of the guarantors of the notes that also secure the existing revolving credit facility (the "CW Credit Facility") of our subsidiaries Camping World, Inc. and CWI, Inc. (collectively "Camping World") and (ii) to liens on our and the guarantors' assets to the extent that they secure any future credit facilities permitted under the Indenture.

 

The value of the collateral securing the notes at any time will depend on market and other economic conditions, including the availability of suitable buyers for the collateral. The liens on the collateral may be released without the consent of the holders of the notes if the collateral is disposed of in a transaction that complies with the Indenture and the related security documents or in accordance with the provisions of the Intercreditor Agreement relating to the collateral securing the notes and the CW Credit Facility.

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See "Risk Factors—Risks Related to the Notes—The notes and the related guarantees are effectively subordinated to the CW Credit Facility to the extent of the value of the collateral securing such indebtedness. The value of the collateral securing the notes may not be sufficient to satisfy all of our obligations under the notes" and "Description of the Notes—Collateral Documents."

Ranking

 

The notes and the related guarantees will be our and the guarantors' senior secured obligations and will:

 

•       rank senior in right of payment to all of our and the guarantors' existing and future subordinated indebtedness;

 

•       rank equal in right of payment with all of our and the guarantors' existing and future senior indebtedness;

 

•       be structurally subordinated to all future indebtedness of our subsidiaries that are not guarantors of the notes; and

 

•       be effectively subordinated to the CW Credit Facility and any future credit facilities in replacement of that credit facility providing for the ability of Camping World to borrow up to an aggregate principal amount of up to $25.0 million (with the amount drawn or otherwise outstanding under such facilities, other than letters of credit, not to exceed $20.0 million).

 

See "Description of the Notes—General."

Optional Redemption

 

On or after December 1, 2013, at any time and from time to time, we may, at our option, redeem some or all of the notes at a premium that will decrease over time as set forth in this prospectus, plus accrued and unpaid interest, if any, to the date of redemption.

 

Prior to December 1, 2013, at any time and from time to time, we may, at our option, redeem up to 35% of the aggregate principal amount of the notes originally issued under the Indenture, with the net proceeds of certain equity offerings, at a redemption price of 111.50% of the aggregate principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption, provided that at least 65% of the original aggregate principal amount of the notes remains outstanding after such redemption.

 

Prior to December 1, 2013, at any time and from time to time, we may, at our option, redeem some or all of the notes by paying a "make whole" premium.

 

In addition, within 30 days following the completion of an excess cash flow offer, we may, at our option, redeem a portion of the notes with excess cash flow not used to fund such excess cash flow offer, at a redemption price equal to 105% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption.

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See "Description of the Notes—Optional Redemption."

Change of Control Offer

 

If we undergo a change of control, we will be required to make an offer to each holder of notes to repurchase all or a portion of its notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. See "Description of the Notes—Repurchase at the Option of Holders—Change of Control" and "Risk Factors—Risks Related to the Notes—We may be unable to repurchase the notes upon a change of control."

Asset Sale Offer

 

If we sell assets outside the ordinary course of business and we do not use the net proceeds for specified purposes, we may be required to use such net proceeds to repurchase the notes at 100% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. See "Description of the Notes—Repurchase at the Option of Holders—Asset Sales."

Excess Cash Flow Offer

 

Subject to certain conditions, we must make an offer to purchase some or all of the notes with the Excess Cash Flow Offer Amount (as defined herein) determined for each applicable period, commencing with the annual period ending December 31, 2011, and each June 30 and December 31 thereafter, at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase. See "Description of the Notes—Repurchase at the Option of Holders—Excess Cash Flow."

Certain Covenants

 

The Indenture will contain certain covenants that, among other things, limit our and our restricted subsidiaries' ability to:

 

•       incur or guarantee additional indebtedness;

 

•       pay dividends on, redeem or repurchase capital stock;

 

•       make investments or repay subordinated indebtedness;

 

•       make capital expenditures;

 

•       engage in sale and leaseback transactions;

 

•       enter into transactions with affiliates;

 

•       sell assets;

 

•       create liens; and

 

•       engage in a consolidation, amalgamation or merger, or sell, transfer or otherwise dispose of all or substantially all of our or their assets.

 

These covenants will be subject to a number of important exceptions and qualifications. See "Description of the Notes—Certain Covenants."

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No Prior Market

 

The exchange notes will be a new issue of securities for which there is currently no market. Although the initial purchasers of the old notes may make a market in the exchange notes by engaging in transactions that have the effect of stabilizing or maintaining the market price of the exchange notes, they are not obligated to do so and they may discontinue market-making at any time without notice. Accordingly, we cannot assure you that a liquid market for the exchange notes will develop or be maintained. We do not intend to apply for listing of the notes, or the exchange notes, on any securities exchange or for the inclusion of the notes or the exchange notes on any automated dealer quotation system.

United States Federal Income Tax Considerations

 

We intend to take the position that the U.S. Treasury Regulations applicable to contingent payment debt instruments will apply to the notes. In summary, the effect of these U.S. Treasury Regulations will be to (i) require holders subject to U.S. federal income taxation, regardless of their usual method of tax accounting, to use the accrual method with respect to the notes; (ii) result in the accrual of interest by holders subject to U.S. federal income taxation based on the "comparable yield" of the notes; and (iii) generally result in ordinary rather than capital treatment of any gain, and to some extent loss, upon maturity or on the sale, exchange or other disposition of the notes by holders subject to U.S. federal income taxation. See "Certain U.S. Federal Income Tax Considerations."

Risk Factors

 

You should consider carefully all of the information set forth in this prospectus and, in particular, you should evaluate the specific factors under the section entitled "Risk Factors" before deciding to invest in the notes.

Summary Historical and Pro Forma Consolidated Financial Data

        The summary consolidated and as adjusted financial data set forth below should be read in conjunction with (i) the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Use of Proceeds" and "Capitalization" and (ii) our consolidated audited annual financial statements and the notes thereto, each of which are contained elsewhere in this prospectus.

        The following tables set forth summary consolidated statement of operations data for the years ended December 31, 2008, 2009 and 2010, and balance sheet data as of December 31, 2010. The following tables also set forth summary financial data and certain credit statistics. The summary consolidated statement of operations and financial data for the years ended December 31, 2008, 2009 and 2010 have been derived from consolidated audited financial statements included in this prospectus.

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        The pro forma summary financial data for the year ended December 31, 2010 presented below gives effect to the issuance of the notes and the application of the proceeds from the issuance of the notes as described under "Use of Proceeds" as if they occurred on January 1, 2010. Such data is based on assumptions and is presented for illustrative and informational purposes only and does not purport to represent what our actual financial position or results of operations would have been had the refinancing transactions referred to above actually been completed on the date or for the period indicated, and is not necessarily indicative of our financial position or results of operations as of the specified date or in the future.

 
  Fiscal Year Ended
December 31,
   
   
 
 
   
  Pro Forma
Year Ended
December 31,
2010
 
 
  Pro-forma
Adjustments
 
 
  2008   2009   2010  

Statement of Operation Data:

                               

Revenue:

                               
 

Membership services

  $ 152,643   $ 142,147   $ 146,274         $ 146,274  
 

Media

    82,424     59,061     53,844           53,844  
 

Retail

    291,070     270,573     270,551           270,551  
                       
     

Total revenue

    526,137     471,781     470,669           470,669  

Costs applicable to revenues:

                               
 

Membership services

    90,758     84,826     85,211           85,211  
 

Media

    61,126     46,079     40,584           40,584  
 

Retail

    170,911     164,510     157,574           157,574  
                       
     

Total costs applicable to revenues

    322,795     295,415     283,369           283,369  
                       

Gross Profit

    203,342     176,366     187,300           187,300  

Operating expenses:

                               
 

Selling, general and administrative

    142,757     128,917     126,577           126,577  
 

Goodwill impairment

    47,601     46,884                
 

Impairment of investment in affiliate

    81,005                    
 

Financing expense

        2,607     14,364     (12,571 )(1)   1,793  
 

Depreciation and amortization

    19,798     21,076     18,536     (598 )(2)   17,938  
                       
     

Total operating expenses

    291,161     199,484     159,477     (13,169 )   146,308  
                       

Income (Loss) from operations

    (87,819 )   (23,118 )   27,823     13,169     40,992  

(Dollars in thousands)

 

(1)
Represents the exclusion of closing costs not capitalized and extinguishment fees related to the repayment in full of the 2010 Senior Credit Facility with a portion of the net proceeds from the issuance of the old notes on November 30, 2010. See "Use of Proceeds" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations and Commercial Commitments—2010 Senior Credit Facility."

(2)
Represents the amortization expense of the capitalized finance fee related to the private placement of the old notes and the reduction of the amortization expense of deferred financing fees related to the 2010 Senior Credit Facility and the AGI Senior Notes that were repaid in full with a portion of the net proceeds from the issuance of the old notes on November 30, 2010. See "Use of

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    Proceeds" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations and Commercial Commitments—2010 Senior Credit Facility."

 
  2008   2009   2010   Pro forma
2010
 
 
   
   
   
  (unaudited)
 

Other Financial Data:

                         

Ratio of earnings to fixed charges(1)

    (3.3 )   (0.4 )   0.5     0.5  

Depreciation and amortization

  $ 19,798   $ 21,076   $ 18,536   $ 17,938 (2)

Capital expenditures

  $ 11,782   $ 3,190   $ 4,543   $ 4,543  

(Dollars in thousands)

 

(1)
In calculating the ratio of earnings to fixed charges, earnings consist of net income before income taxes plus fixed charges. Fixed charges consist of interest expense (which includes the amortization of deferred financing fees but excludes the write-off of deferred financing fees) and a portion of rental expense determined to represent interest based on imputed interest rates.

(2)
The $598,000 reduction represents the amortization expense of the capitalized finance fee related to the private placement of the old notes and the reduction of the amortization expense of deferred financing fees related to the 2010 Senior Credit Facility and the AGI Senior Notes that were repaid in full with a portion of the net proceeds from the issuance of the old notes on November 30, 2010. See "Use of Proceeds" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations and Commercial Commitments—2010 Senior Credit Facility."

 
  As of December 31, 2010  

Balance Sheet Data:

       

Cash and cash equivalents

  $ 15,363  

Total assets

    222,018  

Total debt (net of original issue discount)

    332,231  

Total stockholders' deficit

    (252,173 )

(Dollars in thousands)

 

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Risk Factors

        Any investment in the notes involves a high degree of risk. In evaluating whether to participate in this exchange offer, you should carefully consider the risk factors set forth below as well as the other information contained in this prospectus. Any of the following risks could materially adversely affect our business, financial condition or results of operations. The risks and uncertainties described below are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of those risks actually occurs, our business, financial condition and results of operations could suffer. The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. See "Cautionary Statement Regarding Forward-Looking Statements" elsewhere in this prospectus. When we use the term "notes" in this prospectus, the term includes the exchange notes and the old notes.

Risks Related to Our Business

We depend on our ability to attract and retain active members in our membership clubs.

        Our future success depends in large part upon continued demand for our membership club programs by consumers. Any number of factors could affect the frequency with which consumers participate in our programs or whether they enroll in a membership club at all. These factors include (1) consumer preferences, (2) the frequency with which members participate in club activities, (3) general economic conditions, (4) weather conditions, (5) the availability of alternative discount programs in the region in which consumers live and work, (6) significant increases in gasoline prices, and (7) the disposable income of consumers available for discretionary expenditures. Any significant decline in usage of our club programs or increase in program cancellations, without a corresponding increase in new member enrollments, could have a material adverse effect on our business.

We depend on our relationships with third party providers of products and services and a disruption of these relationships or of these providers' operations could have an adverse effect on our business and results of operations.

        Our business depends in part on developing and maintaining productive relationships with third party providers of products and services that we market to our customers. Many factors outside our control may harm these relationships. For example, financial difficulties that some of our providers may face may adversely affect our marketing program with them and could result in their inability to service, manufacture or deliver products to us in a timely manner. Camping World sources its products from approximately 1,100 domestic and international vendors. If any of our key vendors or manufacturers fail to supply us with merchandise, we may not be able to meet the demands of our customers and our sales could decline. The loss of any key vendor or manufacturer for any reason could limit our ability to offer products that our customers want to purchase. A disruption of our relationships with our marketing partners or a disruption in our marketing partners' operations could have a material adverse effect on our business and results of operations.

Our business could be adversely affected by deteriorating general economic conditions or any decrease in disposable income spent on leisure merchandise and activities.

        In general, our sales from our membership clubs, retail and catalog operations and publications result from discretionary spending by our consumers, and discretionary spending is particularly vulnerable to declines in disposable income and actual or perceived unfavorable economic conditions. Our business, therefore, is sensitive to general economic conditions affecting the willingness of consumers to purchase club memberships and related products and services and of advertisers to place advertisements in our publications. The economic slowdown has negatively impacted consumer

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confidence, consumer spending and, consequently, our business. Our 2009 total revenue experienced a 10.3% drop from 2008 primarily as a result of the 2008/2009 recession. In particular, during the gasoline shortages and resulting price increases in 1973, 1980 and 1990, there was a reduction in advertising revenues for our publications.

        In addition, the success of the membership club portion of our business depends on our members' use of certain RV sites and/or golf courses or the purchase of goods through participating merchants. If the economy slows, our members may perceive that they have less disposable income to permit them to pursue leisure activities. As a consequence, they may travel less frequently, spend less when they travel and use the benefits of their club memberships less often, if at all. Any decline in program usage would hurt our business. Furthermore, the products and services we market compete with similar products, services, publications and retail businesses offered by other providers. Increased competition from these and other sources could require us to respond to competitive pressures by establishing pricing, marketing and other programs or seeking out additional strategic alliances or acquisitions that may be less favorable to us than we could otherwise establish or obtain. In addition, the current decline in the national economy could cause some of the merchants who participate in our programs to go out of business. It is likely that, should the number of merchants entering bankruptcy rise, the number of uncollectible accounts would also rise. This would have an adverse effect on our business and financial results.

We are subject to varying degrees of federal, state and local regulations which may affect our operations and costs of doing business.

        Our operations are subject to varying degrees of federal, state and local regulation, including our outbound telemarketing, direct mail, ERS program, and insurance activities. New regulatory efforts may be proposed from time to time that have an adverse effect on our ability to operate our businesses or our results of operations. For example, a principal source of leads for our direct response marketing efforts was new vehicle registrations provided by motor vehicle departments in various states. Currently, all states restrict access to motor vehicle registration information.

        Changes in laws or regulations relating to the sourcing or reselling of products, Internet and e-commerce transactions, environmental protection and health and safety and federal or state wage requirements could increase our costs of compliance and adversely impact our ability to achieve anticipated operating results.

Increases in paper costs, postage costs and shipping costs may have an adverse impact on our future financial results.

        The price of paper is a significant expense relating to our publications and direct mail solicitations. Postage for publication distribution and direct mail solicitations is also a significant expense. In addition, shipping costs are a significant expense for our business. In 2010, we spent $27.1 million on paper, postage and shipping costs, which was approximately 10% of total costs applicable to revenues. Paper, postage and shipping costs have increased in the past and may be expected to increase in the future. Such increases could have an adverse effect on our business if we are unable to pass them on to our customers.

We face competition in the markets in which we operate, including competition from companies with significantly greater resources than ours. If we are unable to compete effectively with these companies, our business, financial condition and results of operations could be harmed.

        We face strong competition in all of our business segments. Our competitors vary in size and the breadth of their product offerings. Many of our competitors have a larger number of financial,

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distribution, marketing and other resources and some of them have greater market presence and name recognition. We compete directly or indirectly with the following types of companies:

    other specialty retailers that compete with us across a significant portion of our merchandising categories through retail store or direct businesses, such as individual RV dealerships, RV Supply Warehouse and JC Whitney;

    mass merchandisers, warehouse clubs, discount stores and department stores, such as Wal-Mart;

    direct marketer competitors through all media, including the Internet; and

    major national insurance companies and providers of roadside assistance such as AAA.

        Additional competitors may enter the businesses in which we operate and further competition. It is also possible that additional competitors may enter the direct and website publishing business, where competition is centered on advertising rates, the nature and size of the audience, effectiveness of sales teams and editorial quality. If any of our competitors successfully provides a broader, more efficient or attractive combination of products and services to our target customers, our business results could be materially adversely affected. Our inability to compete effectively with existing or potential competitors could have a material adverse effect on our business, financial condition and results of operations.

The interests of the holders of our debt instruments, including the notes, may conflict with the interests of our principal owner and the interests of our directors or executive officers that have relationships with certain of our affiliates or other companies.

        We are a wholly-owned subsidiary of AGHI which also converted to a limited liability company on March 2, 2011, or the Parent, which is an indirectly wholly-owned subsidiary of AGI Holding Corp. ("AGHC"), a privately held company. Stephen Adams, our Chairman, indirectly beneficially owns 100% of the outstanding shares of AGHC. Accordingly, Mr. Adams will be able to elect our board of directors and to control matters submitted to the vote of our shareholders. In addition, Mr. Adams has numerous other business interests including FreedomRoads Holding Company, LLC ("FreedomRoads"), which is also indirectly owned 100% by AGHC. We and our Camping World subsidiary are parties to a long term Cooperative Resources Agreement with FreedomRoads pursuant to which, among other things, each party shares certain data with the other and each agrees to market and advertise certain aspects of the other's businesses. Under such agreement, FreedomRoads has in the past and will (pursuant to an amendment and restatement of such agreement entered into in October 2010), pay us a licensing fee for the use of the Camping World name, beginning with the quarter ended December 31, 2010. FreedomRoads made the payment of $0.9 million for the quarter ended December 31, 2010. Payments under such agreement are expected to aggregate $5.1 million annually; however, there can be no assurance that, in the future, FreedomRoads will have the funds available to satisfy its obligations under such agreement or that in the event of a breach or default by FreedomRoads of its obligations under the agreement, we would be able to recover any damages or losses. See "Summary—Summary Historical and As Adjusted Consolidated Financial Data" and "Certain Relationships and Related Transactions—FreedomRoads Cooperative Resources Agreement."

        In January 2011, Marcus Lemonis was appointed Chief Executive Officer of the Company. In addition, he also serves as Chief Executive Officer and President of FreedomRoads, and Chief Executive Officer and President of our Camping World subsidiary. Certain other officers and key employees of the Company are also officers or employees of FreedomRoads. Certain executive officers of the Company, including Messrs. Adams, Lemonis, Wolfe and Moody, are also officers of one or more of the holding companies between our immediate parent, AGHI, and AGHC. Certain of our directors, including Messrs. Adams and Baltins, are also directors of one or more of the holding companies between our immediate parent, AGHI, and AGHC. With some of our executive officers or directors holding these positions with different entities, transactions may occur in the future between us

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and FreedomRoads or other companies which could give rise to a conflict of interest on the part of such officers or directors.

        Dealerships controlled by subsidiaries of FreedomRoads share facilities with many of our Camping World stores, allocating expenses in a manner that is believed by management to be fair and reasonable to both. There can also be no assurance that FreedomRoads will continue to sell RVs at Camping World retail locations or other locations affiliated with us or our restricted subsidiaries, the result of which could have an adverse effect on our business operations and/or financial condition. In addition, transactions may occur in the future between us and FreedomRoads or other companies which could give rise to a conflict of interest on the part of Mr. Adams, Mr. Lemonis, other directors or executive officers of the Company who also serve as officers or directors of such other companies. Any such conflict of interest could have a material adverse effect on our business, results of operations or financial condition.

        Although we believe that the relationship between us and FreedomRoads is beneficial to us and provides us with competitive advantages that would be otherwise unavailable to us, circumstances may occur in which the interests of Mr. Adams or FreedomRoads could be in conflict with the interests of the holders of the notes. For example, Mr. Adams may have an interest in pursuing acquisitions, divestitures or other transactions that, in his judgment, could enhance the value of his equity investment or one or more of the holding companies above AGHI may have need for funds so there could be pressure on the Company to make distributions up the holding company structure, even though such transactions and distributions may not benefit us or may involve risks to the holders of the notes.

        For more information regarding related party transactions, see "Certain Relationships and Related Transactions."

If we are unable to retain senior executives and attract and retain other qualified employees, our business might be adversely affected.

        Our success depends in part on our ability to attract, hire, train and retain qualified managerial, sales and marketing personnel. Competition for these types of personnel is high. We may be unsuccessful in attracting and retaining the personnel we require to conduct our operations successfully and, in such an event, our business could be materially and adversely affected. Our success also depends to a significant extent on the continued service and performance of our senior management team. The loss of any member of our senior management team could impair our ability to execute our business plan and could therefore have a material adverse effect on our business, results of operations and financial condition. We do not currently maintain key-man life insurance policies on any member of our senior management team or other key employees.

We must successfully order and manage our inventory to reflect consumer demand in a volatile market and anticipate changing consumer preferences and buying trends or our operating results could suffer.

        Our success depends upon our ability to successfully manage our inventory and to anticipate and respond to merchandise trends and consumer demands in a timely manner. The retail consumer industry, by its nature, is volatile and sensitive to numerous economic factors, including consumer preferences, competition, market conditions and general economic conditions. None of these factors are within our control. We cannot predict consumer preferences with certainty, and consumer preferences often change over time. We usually must order merchandise well in advance of the following selling season. The extended lead times for many of our purchases may make it difficult for us to respond rapidly to new or changing product trends, increases in consumer demand or changes in prices. We have recorded changes in required reserves in recent periods due to changes in strategic direction, such as discontinuances of product lines as well as changes in market conditions due to changes in demand

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requirements. If we misjudge either the market for our merchandise or our consumers' purchasing habits in the future, our revenues may decline significantly and we may not have sufficient quantities of merchandise to satisfy consumer demand or we may be required to mark down excess inventory, either of which could harm our operating results.

Reliance on our management information systems and electronic data processing systems exposes us to potential risks.

        Reliance on our management information systems and electronic data processing systems exposes us to potential risks of interruptions due to natural disasters, cyber-attacks, unplanned outages, fraud perpetrated by malicious individuals or other causes. Our customer service and data processing operations are located in Denver, Colorado and Bowling Green, Kentucky. We rely on information technology systems to support our membership club, publishing and catalog operations and for purchasing, inventory distribution and control, sales reporting, accounts payable and merchandise management. We use these systems to monitor the performance of each store and mail order operation, to evaluate inventory levels, determine markdowns, analyze gross profit margins by product and to improve our business processes and supply chain efficiencies. Any unmitigated interruption of our information technology systems may have a negative impact on future financial results.

We primarily rely on two fulfillment and distribution centers for our retail, Internet and catalog businesses, and if there is a natural disaster or other serious disruption at either facility, we may be unable to deliver merchandise effectively to our stores or consumers.

        We rely on two distribution and fulfillment centers located in Franklin, Kentucky and Bakersfield, California for our retail, Internet and catalog businesses. We handle almost all of our Internet and catalog orders through these two facilities. Any serious disruption at either facility due to a natural disaster or any other cause could damage our on-site inventory or impair our ability to use such distribution and fulfillment center. While we maintain business interruption insurance, as well as general property insurance, the amount of insurance coverage may not be sufficient to cover our losses in such an event. Any of these occurrences could impair our ability to adequately stock our stores or fulfill consumer orders and harm our operating results.

We lease all of our store locations. If we are unable to maintain those leases or locate alternative sites for our stores in our target markets and on terms that are acceptable to us, our net revenues and profitability could be adversely affected.

        We lease all of the real properties where we have operations, including 79 Camping World store retail locations in 32 states and our two distribution centers. Our real property leases generally provide for fixed monthly rentals with annual escalation clauses. Since 2007, we have closed one store and relocated two other stores when the leases for those locations expired. We cannot assure you that we will be able to maintain our existing store locations as leases expire, extend the leases or be able to locate alternative sites in our target markets and on favorable terms. If we cannot maintain our existing store locations, extend the leases or locate alternative sites on favorable or acceptable terms, our business, results of operations and financial condition could be adversely affected.

        Dealerships controlled by subsidiaries of FreedomRoads share facilities with many of our Camping World stores. As of December 31, 2010, the Company leased 37 properties from FreedomRoads and sub-leased three properties to FreedomRoads, and Camping World was a joint tenant with FreedomRoads under six leases. There can also be no assurance that FreedomRoads will continue to sell RVs at Camping World retail locations or other locations affiliated with us or our restricted subsidiaries, the result of which could have an adverse effect on our business operations and/or financial condition.

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We may be unable to enforce our intellectual property rights and we may be accused of infringing intellectual property rights of third parties which could adversely affect our business.

        We own a variety of registered trademarks and service marks for the names of our clubs, magazines and other publications. We also own the copyrights to certain articles in our publications. We believe that our trademark and copyrights have significant value and are important to our marketing efforts. If we are unable to continue to protect the trademarks and service marks for our proprietary brands, if such marks become generic or if third parties adopt marks similar to our marks, our ability to differentiate our products and services may be diminished. In the event that our trademarks or service marks are successfully challenged by third parties, we could lose brand recognition and be forced to devote additional resources to advertising and marketing new brands for our products.

        From time to time, we may be compelled to protect our intellectual property, which may involve litigation. Such litigation may be time-consuming, expensive and distract our management from running the day-to-day operations of our business, and could result in the impairment or loss of the involved intellectual property. There is no guarantee that the steps we take to protect our intellectual property, including litigation when necessary, will be successful. The loss or reduction of any of our significant intellectual property rights could diminish our ability to distinguish our products from competitors' products and retain our market share for our proprietary products. If we are unable to effectively protect our proprietary intellectual property rights our business, results of operations and financial condition could be adversely affected.

        Other parties also may claim that we infringe their proprietary rights. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, injunctions against us or the payment of damages.

We may be subject to product liability claims if people or property are harmed by the products we sell.

        Some of the products we sell may expose us to product liability claims relating to personal injury, death, or environmental or property damage, and may require product recalls or other actions. Although we maintain liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. In addition, some of our agreements with our vendors and sellers do not indemnify us from product liability. In addition, even if a product liability claim is not successful or is not fully pursued, the negative publicity surrounding a product recall or any assertion that our products caused property damage or personal injury could damage our brand identity and our reputation with existing and potential consumers and have a material adverse effect on our business, financial condition and results of operations.

Failure to protect the integrity and security of our customers' information could expose us to litigation and materially damage our reputation.

        We maintain a database with information about our 1.7 million club members and a proprietary database of our approximately nine million customers, which includes information such as order frequency, size of order, date of most recent order and type of merchandise purchased. We rely on proprietary and commercially available systems, software, tools and monitoring to provide security for processing, transmitting and storing confidential customer information, such as customer's payment cards and personal information. There can be no assurance that our efforts to protect customer and confidential information will be successful. If any compromise of our information security were to occur, it could have a material adverse effect on our reputation, business, operating results and financial condition and may increase the costs we incur to protect against such information security breaches or subject us to fines, penalties or litigation.

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Our failure to comply with certain environmental regulations could adversely affect our business.

        The storage, distribution, transportation and disposal of some of the products that we sell are subject to a variety of federal and state environmental regulations. Our failure to comply with these regulations could have an adverse impact on our business. In addition, we have indemnified certain of our landlords for any hazardous waste which may be found on or about property we lease. If any such hazardous waste were to be found on property that we occupy, a significant claim giving rise to our indemnity obligation could adversely impact our operating results.

We may be named in litigation, which may result in substantial costs and divert management's attention and resources.

        We face legal risks in our business, including claims from disputes with our employees and our former employees and claims associated with general commercial disputes, product liability and other matters. Risks associated with legal liability often are difficult to assess or quantify and their existence and magnitude can remain unknown for significant periods of time. While we maintain director and officer insurance, as well as general and product liability insurance, the amount of insurance coverage may not be sufficient to cover a claim and the continued availability of this insurance cannot be assured. We may in the future be the target of litigation and this litigation may result in substantial costs and divert management's attention and resources.

Risks Related to the Notes

Our substantial level of indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes.

        We have a significant amount of debt, which requires significant interest payments. As of December 31, 2010, we had approximately $339.1 million of total debt outstanding (without deduction for original issue discount in connection with the issuance of the notes), of which $333.0 million (without deduction for original issue discount in connection with the issuance of the notes) was secured, and the borrowers under the CW Credit Facility had $6.0 million of available borrowings and $6.6 million of available letters of credit under such facility. Subject to the restrictions contained in the Indenture and our other debt instruments, we may be able to incur additional debt from time to time, including under the CW Credit Facility and under any future credit facilities permitted by the Indenture in replacement thereof, to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. If we do so, the risks related to our high level of debt could intensify and have important consequences to the holders of the notes and significant effects on our business, financial condition and results of operations, including the following:

    it may be more difficult for us to satisfy our financial obligations, including with respect to the notes;

    our ability to obtain additional financing for working capital, capital expenditures, strategic acquisitions or general corporate purposes may be impaired;

    our cost of borrowing may be increased;

    we must use a substantial portion of our cash flow from operations to pay interest on the notes and our other indebtedness as well as to fund excess cash flow offers on the notes, which will reduce the funds available to use for operations and other purposes;

    our vulnerability to general adverse economic and industry conditions may increase;

    our ability to fund a change of control offer may be limited;

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    our high level of indebtedness could place us at a competitive disadvantage compared to our competitors that may have proportionately less debt; and

    our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate may be limited.

Despite our current indebtedness level, we may still be able to incur significantly more debt, which could exacerbate the risks associated with our substantial leverage.

        We may be able to incur substantial additional indebtedness in the future. Although certain covenants under the CW Credit Facility limit the ability of the borrowers and the guarantors under that facility to incur additional indebtedness and certain covenants under the Indenture will limit our ability and the ability of our present and future restricted subsidiaries to incur additional indebtedness, the terms of the CW Credit Facility permit and the Indenture will permit us to incur significant additional indebtedness, including additional secured indebtedness that will be effectively senior to the notes. In addition, the Indenture will not prohibit us from incurring obligations that do not constitute indebtedness as defined therein. To the extent that we incur additional indebtedness or such other obligations, the risks associated with our substantial indebtedness described above, including our possible inability to service our debt, could increase.

We will require a significant amount of cash to service our indebtedness, including the notes. Our ability to generate cash depends on many factors beyond our control, and any failure to meet our debt service obligations could harm our business, financial condition and results of operations.

        Our ability to make payments on and to refinance our indebtedness, including the notes, and to fund working capital needs and planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to our financial and operating performance, which in turn is affected by general economic, financial, competitive, business, legislative, regulatory and other factors, including the availability of financing in the banking and capital markets that are beyond our control.

        If our business does not generate sufficient cash flow from operations or if future borrowings are not available to us in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness, including the notes, on or before the maturity thereof, sell assets, reduce or delay capital investments or seek to raise additional capital, any of which could have a material adverse effect on our operations. In addition, we may not be able to effect any of these actions, if necessary, on commercially reasonable terms or at all. Our ability to restructure or refinance our indebtedness, including the notes, will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of our existing or future debt instruments, including the CW Credit Facility and the Indenture, may limit or prevent us from taking any of these actions. In addition, any failure to make scheduled payments of interest and principal on our outstanding indebtedness would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness on commercially reasonable terms or at all and negatively impact the market value of the notes. Our inability to generate sufficient cash flow to satisfy our debt service obligations, including with respect to excess cash flow offers on the notes, or to refinance or restructure our obligations on commercially reasonable terms or at all, could have a material adverse effect on our business, financial condition and results of operations, as well as on our ability to satisfy our obligations in respect of the notes.

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        In addition, if we are unable to meet our debt service obligations under the notes, including with respect to excess cash flow offers on the notes, the holders of the notes would have the right, following a cure period, to cause the entire principal amount of the notes to become immediately due and payable. If the amounts outstanding under any of our debt instruments are accelerated, we cannot assure you that our assets will be sufficient to repay in full the money owed to our debt holders, including holders of the notes.

The CW Credit Facility and the Indenture impose significant operating and financial restrictions, which may prevent us from pursuing certain business opportunities and taking certain actions.

        The CW Credit Facility and the Indenture contain customary operating and financial restrictions on the borrowers and guarantors under such agreements and us. These restrictions limit or prohibit, among other things, our ability to:

    incur or guarantee additional indebtedness;

    pay dividends on, redeem or repurchase capital stock;

    make investments or repay subordinated indebtedness;

    make capital expenditures;

    engage in sale and leaseback transactions;

    enter into transactions with affiliates;

    sell assets;

    create liens; and

    engage in a consolidation, amalgamation or merger, or sell, transfer or otherwise dispose of all or substantially all of our or their assets.

        These restrictions may prevent us from taking actions that we believe would be in the best interest of our business and may make it difficult for us to successfully execute our business strategy or effectively compete with companies that are not similarly restricted. We may also incur future debt obligations, including any future credit facilities permitted under the Indenture in replacement of the CW Credit Facility, which might subject us to additional restrictive covenants that could affect our financial and operational flexibility. We cannot assure you that we will be granted waivers or amendments to these agreements if for any reason we are unable to comply with these agreements or that we will be able to refinance our debt on terms acceptable to us, or at all. The breach of any of these covenants and restrictions could result in a default under the agreements governing our indebtedness, including the Indenture, the CW Credit Facility and any future credit facilities. An event of default under our debt agreements could permit our lenders or other debt holders to declare all amounts borrowed from them to become due and payable.

With respect to assets held by our non-guarantor subsidiaries, your right to receive payments on the notes will be structurally subordinated to the liabilities of such non-guarantor subsidiaries.

        Only those of our subsidiaries designated as "Restricted Subsidiaries" (as defined in the Indenture) will guarantee the notes and will be subject to the covenants of the Indenture. Currently, all of the Issuer's subsidiaries other than CWFR Capital Corp. ("CWFR") are Restricted Subsidiaries, and CWFR is our only "Unrestricted Subsidiary" (as defined in the Indenture). CWFR holds preferred interests in FreedomRoads Holding Company, LLC (the "FR Preferred"), which was initially carried on the Company's financial statements at cost and subsequently deemed impaired in 2008 and written down to reflect a book value of zero. Under the Company's accounting for the FR Preferred, no subsequent mark-to-market valuation is required to be performed, and no appraisals or other valuations

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of the FR Preferred have been obtained since 2008. As an Unrestricted Subsidiary, CWFR is not subject to any of the covenants of the Indenture and, absent any restrictions that may be imposed by other agreements (including any restrictions that may be imposed under agreements governing our other indebtedness), CWFR may sell, transfer or otherwise dispose of its interest in the FR Preferred without restriction. In the event of a bankruptcy, liquidation or reorganization of an Unrestricted Subsidiary, holders of the indebtedness of that Unrestricted Subsidiary and their trade creditors will generally be entitled to payment of their claims from the assets of that Unrestricted Subsidiary before any assets are made available for distribution to us. As a result, with respect to assets of Unrestricted Subsidiaries, the notes will be structurally subordinated to the prior payment of all of the debts of such Unrestricted Subsidiaries.

The notes and the related guarantees will be effectively subordinated to the CW Credit Facility and any future credit facilities in replacement thereof, in each case, to the extent of the value of the collateral securing such indebtedness. The value of the collateral securing the notes may not be sufficient to satisfy all of our obligations under the notes.

        The notes and the related guarantees are effectively subordinated to the CW Credit Facility to the extent of the value of the collateral securing such indebtedness. The Indenture will allow us and the guarantors to incur a significant amount of additional indebtedness, including the ability to replace the CW Credit Facility with one or more senior secured debt facilities providing for the ability to borrow an aggregate principal amount of up to $25.0 million (with the amount drawn or otherwise outstanding under such facilities, other than letters of credit, not to exceed $20.0 million). In the event of foreclosure, the proceeds from a sale of the collateral securing the CW Credit Facility, or such future credit facilities, would be applied to fully satisfy indebtedness and all other obligations under the CW Credit Facility or under the future credit facilities, before any such proceeds would be applied to satisfy our obligations under the notes and the related guarantees.

        The value of the collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the collateral. By its nature, some or all of the collateral may be illiquid and may have no readily ascertainable market value. The value of the assets pledged as collateral for the notes could be impaired in the future as a result of changing economic conditions, competition, the laws and regulations that govern our business or other future trends. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, we cannot assure you that the proceeds from any sale or liquidation of the collateral will be sufficient to pay our obligations under the notes, in full or at all after first satisfying our obligations to pay all other senior secured creditors that have liens on such collateral that are prior to the liens securing the payment of the notes, including the lenders under the CW Credit Facility or under any future credit facilities, in the case of collateral securing indebtedness thereunder. Also, we cannot assure you that the fair market value of the collateral securing the notes would be sufficient to pay any amounts due under the notes following their acceleration. If the proceeds of any sale of collateral are not sufficient to repay all amounts due on the notes, the holders of the notes (to the extent not repaid from the proceeds of the sale of the collateral) would have only an unsecured claim against our remaining assets and in the context of a bankruptcy case by or against us, the holders of the notes may not be entitled to receive interest payments or reasonable fees, costs or charges due under the notes, and may be required to repay any such amounts already received by such holder. Accordingly, there may not be sufficient collateral to pay all or any of the amounts due on the notes. Any claim for the difference between the amount, if any, realized by holders of the notes from the sale of the collateral securing the notes and the obligations under the notes will rank equally in right of payment with all of our other unsecured unsubordinated indebtedness and other obligations, including trade payables.

        To the extent that third parties (including the lenders under the CW Credit Facility or under future credit facilities) enjoy prior liens, such third parties may have rights and remedies with respect to the

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property subject to such liens that, if exercised, could adversely affect the value of the collateral. Additionally, the terms of the Indenture will allow us to issue additional notes in certain circumstances. The Indenture will not require that we maintain the current level of collateral or maintain a specific ratio of indebtedness to asset values. Under the Indenture, any additional notes issued pursuant to the Indenture will rank pari passu with the notes and be entitled to the same rights and priority with respect to the collateral. The Indenture will also allow us to enter into certain hedging arrangements that may be secured by the same collateral that secures the notes on a prior basis relative to the notes. Thus, the issuance of additional notes or the entry into hedging arrangements pursuant to the Indenture may have the effect of significantly diluting your ability to recover payment in full from the then existing pool of collateral. In addition, as described below, releases of collateral from the liens securing the notes will be permitted under some circumstances and may reduce the value of the pool of collateral.

        Even if the liens of the CW Credit Facility or any future credit facilities were to be judged unenforceable in a bankruptcy case by or against us, the Intercreditor Agreement will require that the collateral agent for the notes turn over the proceeds of any collateral that also purported to secure such credit facilities and holders of the notes may not be entitled to receive any further proceeds from the collateral.

Holders of the notes will not control decisions regarding the collateral securing the CW Credit Facility or any future credit facilities permitted under the Indenture.

        The CW Credit Facility is secured by a pledge of the stock of our Camping World subsidiaries and the assets of certain of our subsidiaries that constitute a portion, and could constitute all, of the collateral that will secure the notes. The collateral agent for the notes has entered into the Intercreditor Agreement with the administrative agent under the CW Credit Facility, which define the rights of the parties with respect to the collateral securing the CW Credit Facility and the parties' liens thereon. The administrative agent under the CW Credit Facility and the lenders under the CW Credit Facility control substantially all matters related to the collateral securing such facility and the rights and remedies with respect thereto of the collateral agent for the notes. At any time that obligations are outstanding under the CW Credit Facility, the administrative agent under the CW Credit Facility has the sole and exclusive right to control, administer, account for and otherwise deal with collateral securing the CW Credit Facility and to determine the manner of every sale or other disposition of such collateral, in each case, upon enforcement of the interest of the administrative agent under the CW Credit Facility, and to foreclose on such collateral in any order which it deems appropriate. As a result, the administrative agent under the CW Credit Facility may dispose of or foreclose on, or take other actions with respect to, the collateral securing the CW Credit Facility with which the holders of the notes may disagree or that may be contrary to the interests of the holders of the notes. Also, the collateral agent for the notes and the holders of the notes may not exercise remedies with respect to the collateral securing the CW Credit Facility unless and until (i) the administrative agent under the CW Credit Facility exercises its rights and remedies with respect to such collateral, and then only on a limited basis or (ii) until a standstill period has passed during which the administrative agent under the CW Credit Facility has not exercised or commenced any exercise of any rights or remedies with respect to such collateral. See "Description of the Notes—Collateral Documents" and "—Intercreditor Agreement."

        Additionally, the Indenture allows us to enter into credit facilities in replacement of the CW Credit Facility providing for the ability to borrow up to an aggregate principal amount of up to $25.0 million (with the amount drawn or otherwise outstanding under such facilities, other than letters of credit, not to exceed $20.0 million) that may be secured on a first priority basis by the collateral that secures the notes. If we enter into any such facility, the lenders thereunder will control substantially all matters related to the collateral that secures such facility and the notes. As a result, the lenders under

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any such facility may foreclose on or take other actions with respect to such collateral with which the holders of the notes may disagree or that may be contrary to the interests of the holders of the notes.

We may be unable to repurchase the notes upon a change of control.

        Upon the occurrence of specified change of control events, holders of the notes may require us to repurchase all outstanding notes at a price equal to 101% of the principal amount of the notes, together with accrued and unpaid interest, if any, to the date of repurchase. See "Description of the Notes—Repurchase at the Option of Holders—Change of Control."

        We cannot assure you that if a change of control occurs, we will have sufficient funds at the time of such change of control to make the required repurchase of the notes. If we are required to repurchase the notes, we would probably require third party financing. We cannot be sure that we would be able to obtain third party financing on acceptable terms, or at all.

        The definition of a change of control in the Indenture includes a phrase relating to the sale, conveyance, transfer or lease of "all or substantially all" of our assets. There is no precise established definition of the phrase "all or substantially all" and it will likely be interpreted under New York State law, which is the law that will govern the Indenture, and will be dependent upon the particular facts and circumstances. As a result, there may be a degree of uncertainty in ascertaining whether a sale or disposition of "all or substantially all" of our capital stock or assets has occurred, in which case, the ability of a holder of the notes to obtain the benefit of an offer to repurchase all or a portion of the notes held by such holder may be impaired.

        Events that constitute a change of control under the Indenture also constitute events of default under the CW Credit Facility. These events permit the lenders under the CW Credit Facility to accelerate the indebtedness outstanding thereunder, if any. If the indebtedness under the CW Credit Facility is not paid, the lenders thereunder may seek to enforce security interests in the collateral securing such indebtedness, thereby limiting our ability to raise cash to purchase the notes, and reducing the practical benefit of the offer to purchase provisions to the holders of the notes because of the prior liens the lenders under the CW Credit Facility have on the assets that secure such indebtedness. Similarly, future credit facilities having lien priority over all or a portion of the collateral securing the notes may provide that certain change of control events with respect to us would constitute a default thereunder. If we do not obtain a waiver of such default or refinance such credit facilities, such default could result in amounts outstanding under such credit facilities being declared due and payable, which would also have an adverse impact on the practical benefits of a change of control offer for the notes.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the notes.

        Any default under the agreements governing our indebtedness, including a default by the borrowers under the CW Credit Facility that is not waived by the required lenders thereunder, and the remedies sought by the holders of such indebtedness, could make us unable to pay the principal of, premium, if any, and interest on the notes and substantially decrease the market value of the notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal of, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including the CW Credit Facility), we could be in default under the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to become due and payable, together with accrued and unpaid interest. In addition, the lenders under the CW Credit Facility could elect to terminate their commitments and cease making further loans and institute foreclosure

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proceedings against the assets of certain of our subsidiaries that secure such indebtedness. Either of these elections could limit our ability to satisfy our obligations under the notes and the related guarantees in the event of a bankruptcy or liquidation.

        Similarly, if our operating performance declines, we may in the future need to seek to obtain waivers from the required lenders under the CW Credit Facility or the holders of other debt that we may incur in the future to avoid being in default. If any of our subsidiaries breaches its obligations under the CW Credit Facility and seeks a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, those subsidiaries would be in default under the CW Credit Facility and the lenders thereunder could exercise their rights as described above. If we are unable to repay debt, lenders having secured obligations, such as the lenders under the CW Credit Facility, could proceed against the collateral securing such debt and potentially force us into bankruptcy or liquidation. Because the CW Credit Facility has customary cross-default provisions, and our future credit facilities may have such provisions, if the indebtedness under the CW Credit Facility or any of our other facilities, including the Indenture, is accelerated, we may be unable to repay or finance the amounts due.

Rights of holders of the notes in the collateral may be adversely affected by bankruptcy proceedings.

        The right of the collateral agent for the notes to repossess and dispose of the collateral securing the notes upon acceleration is likely to be significantly impaired by federal bankruptcy law if bankruptcy proceedings are commenced by or against us prior to or possibly even after the collateral agent has repossessed and disposed of the collateral. Under the U.S. Bankruptcy Code, a secured creditor, such as the collateral agent for the notes, is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from a debtor, without bankruptcy court approval. Moreover, bankruptcy law permits the debtor to continue to retain and to use collateral, and the proceeds, products, rents or profits of the collateral, even though the debtor is in default under the applicable debt instruments; provided that the secured creditor is given "adequate protection." The meaning of the term "adequate protection" may vary according to circumstances, but it is intended in general to protect the value of the secured creditor's interest in the collateral and may include cash payments or the granting of additional security, if and at such time as the court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition or any use of the collateral by the debtor while the bankruptcy case is pending. In view of the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments under the notes could be delayed following commencement of a bankruptcy case, whether or when the collateral agent would repossess or dispose of the collateral, or whether or to what extent holders of the notes would be compensated for any delay in payment of loss of value of the collateral through the requirements of "adequate protection." Furthermore, in the event the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on the notes, the holders of the notes would have "under-secured claims" as to the difference. Federal bankruptcy laws do not permit the payment or accrual of interest, costs and attorneys' fees for "under-secured claims" during the debtor's bankruptcy case. Additionally, the collateral agent's ability to foreclose on the collateral on your behalf may be subject to the consent of third parties, prior liens and practical problems associated with the realization of the collateral agent's security interest in the collateral. Moreover, the debtor or trustee in a bankruptcy case may seek to void an alleged security interest in collateral for the benefit of the bankruptcy estate. It may successfully do so if the security interest is not properly perfected or was perfected within a specified period of time (generally 90 days) prior to the initiation of such proceeding. Under such circumstances, a creditor may hold no security interest and be treated as holding a general unsecured claim in the bankruptcy case. It is impossible to predict what recovery (if any) would be available for such an unsecured claim if we became a debtor in a bankruptcy case. While U.S. bankruptcy law generally invalidates provisions restricting a debtor's ability

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to assume and/or assign a contract, there are exceptions to this rule which could be applicable in the event that we become subject to a U.S. bankruptcy proceeding.

Under certain circumstances, a court could cancel the notes or the related guarantees under fraudulent conveyance laws.

        Our issuance of the notes and the related guarantees may be subject to review under federal or state fraudulent transfer laws. If we become a debtor in a case under the U.S. Bankruptcy Code or encounter other financial difficulty, a court might avoid (that is, cancel) our obligations under the notes. The court might do so if it finds that when we issued the notes and the related guarantees, (1) we or any guarantor, as applicable, issued the notes or incurred the guarantee with actual intent of hindering, delaying or defrauding creditors or (2) we or any guarantor, as applicable, received less than reasonably equivalent value or fair consideration in return for either issuing the notes or incurring the guarantee and, in the case of (2) only, one of the following is also true at the time thereof:

    we or any guarantor, as applicable, were insolvent or rendered insolvent by reason of the issuance of the notes or the incurrence of the guarantee;

    the issuance of the notes or the incurrence of the guarantee left us or any guarantor, as applicable, with an unreasonably small amount of capital to carry on its business; or

    we or any guarantor intended to, or believed that we or such guarantor would, incur debts beyond our or such guarantor's ability to pay such debts as they mature.

        The test for determining solvency for purposes of the foregoing will vary depending on the law of the jurisdiction being applied. In general, a court would consider an entity insolvent either if the sum of its existing debts exceeds the fair value of all of its property, or its assets' present fair saleable value is less than the amount required to pay the probable liability on its existing debts as they become due. For this analysis, "debts" include contingent and unliquidated debts. If a court avoided our obligations under the notes and the obligations of all of the guarantors under their guarantees, holders of the notes would cease to be our creditors or creditors of the guarantors and likely have no source from which to recover amounts due under the notes. Even if the guarantee of a guarantor is not avoided as a fraudulent transfer, a court may subordinate the guarantee to that guarantor's other debt. In that event, the guarantees would be structurally subordinated to all of that guarantor's other debt.

        The Indenture will limit the liability of each guarantor on its guarantee to the maximum amount that such guarantor can incur without risk that its guarantee will be subject to avoidance as a fraudulent transfer. We cannot assure you that this limitation will protect such guarantees from fraudulent transfer challenges or, if it does, that the remaining amount due and collectible under the guarantees would suffice, if necessary, to pay the notes in full when due.

        In addition, a court could avoid any payment by us or any guarantor pursuant to the notes or a related guarantee, as the case may be, and require any payment to be returned to us or the guarantor, as the case may be, or to be paid to a fund for the benefit of our or the guarantor's creditors. In addition, under the circumstances described above, a court could subordinate rather than avoid obligations under the notes or the related guarantee. If the court were to avoid any guarantee, we cannot assure you that funds would be available to pay the notes from another guarantor or from any other source.

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There are circumstances other than repayment or discharge of the notes under which the collateral securing the notes and the related guarantees will be released automatically, without the consent of the holders of the notes or the consent of the trustee or the collateral agent under the Indenture.

        Under various circumstances, all or a portion of the collateral securing the notes and the related guarantees will be released automatically, including:

    a sale, transfer or other disposal of such collateral in a transaction not prohibited under the Indenture;

    with respect to collateral held by a guarantor, upon the release of such guarantor from its guarantee;

    to the extent required in accordance with the Intercreditor Agreement entered into in connection with the CW Credit Facility; and

    to the extent we have defeased or satisfied and discharged the Indenture.

        In addition, the guarantee of a guarantor will be automatically released in connection with a sale of such guarantor in a transaction not prohibited by the Indenture.

        The Indenture will also permit us to designate one or more of our restricted subsidiaries that is a guarantor of the notes as an unrestricted subsidiary. If we designate a subsidiary guarantor as an unrestricted subsidiary, all of the liens on any collateral owned by such subsidiary or any of its subsidiaries and any guarantees of the notes by such subsidiary or any of its subsidiaries will be released under the Indenture. Designation of an unrestricted subsidiary will reduce the aggregate value of the collateral securing the notes and the related guarantees to the extent that liens on the assets of the unrestricted subsidiary and its subsidiaries are released. In addition, the creditors of the unrestricted subsidiary and its subsidiaries will have claims to the assets of the unrestricted subsidiary and its subsidiaries that are senior to any claims of the holders of notes.

Any future pledge of collateral may be avoidable in bankruptcy.

        Any future pledge of collateral in favor of the trustee or collateral agent, including pursuant to security documents delivered after the date of the Indenture, may be avoidable by the pledgor (a debtor in possession) or by its trustee in bankruptcy if certain events or circumstances exist or occur, including, among others, if (1) the pledgor is insolvent at the time of the pledge, (2) the pledge permits the holders of the notes to receive a greater recovery than if the pledge had not been given and (3) a bankruptcy proceeding in respect of the pledgor is commenced within 90 days following the pledge, or, in certain circumstances, a longer period.

The collateral is subject to casualty risks.

        We intend to maintain insurance or otherwise insure against hazards in a manner appropriate and customary for our business. There are, however, certain losses that may be either uninsurable or not economically insurable, in whole or in part. Insurance proceeds may not compensate us fully for our losses. If there is a complete or partial loss of any of the pledged collateral, the insurance proceeds may not be sufficient to replace all of the lost collateral or to satisfy all of the secured obligations, including the notes.

The rights of holders of the notes in the collateral may be adversely affected by the failure to perfect security interests in certain collateral acquired in the future.

        Applicable law requires that certain property and rights acquired after the grant of a general security interest or lien can only be perfected at the time such property and rights are acquired and identified. There can be no assurance that the trustee or the collateral agent for the notes will monitor,

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or that we will inform the trustee or the collateral agent for the notes of, the future acquisition of property and rights that constitute collateral for the notes, and that the necessary action will be taken to properly perfect the security interest in such after-acquired collateral. The trustee and the collateral agent for the notes have no obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interests therein. Such failure may result in the loss of perfection of the security interest therein or the priority of the security interest in favor of the notes against third parties. Moreover, in the event that we were to file for bankruptcy, the security interest securing the notes and the related guarantees generally will not extend to any property or rights acquired by us after the date of such bankruptcy.

Certain security interests over the collateral, including leasehold mortgages, were not be in place upon the closing of the sale of the old notes and were not perfected at such time.

        Certain security interests, including leasehold mortgages and related documentation, were not in place on November 30, 2010 when the notes were initially sold. The Indenture contains a covenant requiring the Company to use commercially reasonable efforts to perfect the security interests in certain of our assets no later than 90 days after the closing of the initial sale. The Company believes it has complied with these obligations but the Company has only been able to obtain leasehold mortgages on approximately 11 of its leases. In addition, to the extent a security interest in certain collateral is perfected following November 30, 2010, it might be avoidable in bankruptcy. See "—Any future pledge of collateral may be avoidable in bankruptcy."

        Additionally, in order to insure the priority of each of the leasehold mortgages securing the notes, a new title insurance policy insuring the priority of the liens has been or will have to be obtained. Each title insurance policy may not be delivered by the closing of this offering and the leasehold mortgage liens may not be insured by that time. In addition, if a leasehold mortgage is delivered on the date of the closing of this offering, we may only learn of errors included in the applicable title following receipt of such title insurance policy, and such errors may interfere with the creation of valid liens on the real property collateral. There is no independent assurance that, among other things, (i) the owner has good title to the leased premises and has full power and authority to convey a leasehold estate, (ii) our leasehold titles are marketable, (iii) there are no covenants or easements affecting our use of the land as the lease allows and (iv) no encroachments, adverse possession claims, zoning or other restrictions exist with respect to such leased real properties, which could result in a material adverse effect on the value or utility of such leased real properties.

A mortgage secured by a leasehold interest in real property is inherently riskier for the mortgagee than a mortgage secured by a fee simple interest.

        A portion of the collateral securing the notes will consist of mortgages on our leased property and a mortgage secured by a leasehold interest in real property is inherently riskier, and therefore less valuable, for the mortgagee than a mortgage secured by a fee simple interest. These risks arise from the nature of a leasehold being legally subordinate to the fee interest and being subject to the terms of the lease creating such leasehold interest. As a result, the mortgage holder whose security is a leasehold interest in real property is also subject to the interests of the fee owner and to compliance by the lessee/mortgagor with the terms of its lease. The risks to the holder of a leasehold mortgage include: (i) lease termination resulting from defaults by the lessee/mortgagor under the lease, which would terminate the leasehold interest and thus effectively eliminate the holders of the notes security interest on the lease, (ii) a default by the fee owner under any of its obligations to third parties including mortgagees, mechanics, etc. and the enforcement or foreclosure of those interests by the holders of such interests may also result in the termination or impairment of the leasehold mortgage, (iii) the mortgagee becoming the tenant under the lease and therefore being subject to all of the terms and covenants contained therein, including, but not limited to, the obligation to indemnify the landlord

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for third party environmental claims arising out of the mortgagor's use of the land, and (iv) impairment of the lessee/mortgagor's leasehold interest and the mortgage holder's security due to a bankruptcy or insolvency of the fee owner.

The pledge of the capital stock and other securities of our subsidiaries that will secure the notes and the related guarantees will automatically be released from the lien on them and no longer constitute collateral when the pledge of such capital stock or such other securities would require the filing of separate financial statements with the SEC for that subsidiary.

        The notes and the related guarantees will be secured by a pledge of the capital stock of all of our existing and future domestic restricted subsidiaries. Under the SEC regulations in effect as of the date of this propectus, if the principal amount, par value or book value as carried by us, or market value, whichever is greatest, of the capital stock or other securities of a subsidiary pledged as part of the collateral is greater than or equal to 20% of the aggregate principal amount of the notes then outstanding, such a subsidiary would be required to provide separate financial statements to the SEC. Therefore, the Indenture and the related security documents will provide that any capital stock and other securities of our subsidiaries will be excluded from the collateral securing the notes and the related guarantees to the extent that the pledge of such capital stock or other securities would cause such subsidiaries to be required to file separate financial statements with the SEC pursuant to Rule 3-16 of Regulation S-X ("Rule 3-16"). As of the date of this prospectus, the capital stock of GSS Enterprises, LLC, Affinity Road and Travel Club, Inc., Affinity Brokerage, LLC and Camping World, Inc. and its subsidiaries, are not pledged as part of the collateral to the extent that such pledge would trigger the requirement to provide separate financial statements pursuant to Rule 3-16.

        As a result, you may lose a portion or all of your security interest in the capital stock or other securities of those subsidiaries. It may be more difficult, costly and time-consuming for the collateral agent for the notes to foreclose on the assets of a subsidiary than to foreclose on its capital stock or other securities, so the proceeds realized upon any such foreclosure could be significantly less than those that would have been received upon any sale of the capital stock or other securities of such subsidiary. We are required to assess the value of pledged securities for purposes of Rule 3-16 annually for as long as the notes are outstanding. As a result, changes in the value of the securities of any of our subsidiaries could cause the amount of pledged securities to decrease each year. Furthermore, if we redeem any portion of the notes, the threshold at which the pledged securities of any of our subsidiaries becomes excluded from the collateral will be reduced and additional pledged securities could become excluded from the collateral. See "Description of the Notes."

An active trading market may not develop for the exchange notes when issued. The failure of a market to develop for the old notes and the exchange notes could affect the liquidity and value of the old notes and the exchange notes.

        An active market may not develop for the exchange notes when issued. There can be no assurance as to the liquidity of any market that may develop for the exchange notes. If an active market does not develop, the market price and liquidity of the exchange notes may be adversely affected.

        The liquidity of the trading market, if any, and future trading prices of the exchange notes will depend on, and may be adversely affected by unfavorable changes in, many factors, including, among other things, the number of holders thereof, prevailing interest rates, our operating results, financial performance and prospects, the interest of securities dealers in making a market in the notes and the exchange notes, the market for similar securities and the overall securities market. Historically, the market for high-yield debt has been subject to disruptions that have caused substantial fluctuations in the prices of these securities. The market for the exchange notes may be subject to similar disruptions. Any such disruptions may adversely affect the value of the exchange notes.

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        We do not intend to apply for listing of the exchange notes on any securities exchange or for quotation of the exchange notes in any automated dealer quotation system.

There are restrictions on transfers of the old notes.

        We relied upon an exemption from registration under the Securities Act and applicable state securities laws in offering the old notes. As a result you may offer or resell the old notes only in a transaction registered under or exempt from the registration requirements of the Securities Act and applicable state securities laws. It is your obligation to ensure that your offers and sales of the old notes comply with applicable securities laws. We are required to commence this exchange offer for the old notes, or to register sales of the new notes under the Securities Act, within certain time periods as described in "Description of the Notes—Registered Exchange Offer; Registration Rights." Although we are required to file an exchange offer registration statement for the old notes, the SEC has broad discretion to determine whether any registration statement will be declared effective and may delay or deny the effectiveness of any registration statement filed by us for a variety of reasons. Any such delay or denial by the SEC may obligate us to pay additional interest under the terms of the notes, which may adversely affect our financial results. There can be no assurance that we will have funds available to pay any such additional interest.

An adverse rating of the notes may cause their trading price to fall.

        If a rating agency rates the notes, it may assign a rating that is lower than the ratings assigned to our other debt. Rating agencies also may lower ratings on the notes or our other debt in the future. If rating agencies assign a lower-than-expected rating or reduce, or indicate that they may reduce, their ratings of our debt in the future, the trading price of the notes could significantly decline.


The Exchange Offer

Purpose and Effect of the Exchange Offer

        The old notes were originally sold by our predecessor, Affinity Group, Inc., in a private offering on November 30, 2010, which we refer to as the issue date, to Jefferies & Company, Inc. and Moelis & Company LLC, as the initial purchasers, with further distribution permitted only to qualified institutional buyers in reliance on Rule 144A and Regulation S of the Securities Act. In connection with the private offering of the old notes, we and the initial purchasers entered into the registration rights agreement. The registration rights agreement requires us, at our cost, to:

    within 180 days after November 30, 2010, file a registration statement on an appropriate registration form (the "Exchange Offer Registration Statement") with respect to a registered offer to exchange the Registrable Notes (as defined below) for the Company's notes (the "exchange notes") that are guaranteed on a senior secured basis by the guarantors, if any, of the Registerable Notes and the exchange notes will have terms substantially identical in all material respects to the Registrable Notes (except that the exchange notes will not contain terms with respect to transfer restrictions and additional interest in the event we have failed to have file the Exchange Offer Registration Statement or have it declared effective with the time periods specified in the registrations rights agreement);

    use our best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 270 days after November 30, 2010 (the "Effectiveness Date"); and

    use our best efforts to cause the exchange offer to be consummated within 30 days of the Effectiveness Date.

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        Upon this registration statement being declared effective, the Company will offer the exchange notes (and the related guarantees, if any) in exchange for surrender of the Registrable Notes (and the related guarantees, if any). We will use our best efforts to keep the exchange offer open for not less than 20 business days (or longer if required by applicable law) after the date notice of the exchange offer is mailed to the holders of Registrable Notes. For each of the Registrable Notes surrendered pursuant to the exchange offer, the holder who surrendered such Registrable Note will receive an exchange note having a principal amount equal to that of the surrendered Registrable Note. Interest on each exchange note will accrue (A) from the later of (x) the last interest payment date on which interest was paid on the Registrable Note surrendered in exchange therefor, or (y) if the Registrable Note is exchanged for an exchange note after the record date for an interest payment date to occur on or after the date of such exchange, such interest payment date; or (B) if no interest has been paid on such Registrable Note, from November 30, 2010.

        For the purposes of the registration rights agreement, "Registrable Notes" means each:

    (1)
    old note, until the earliest to occur of:

    (a)
    the date on which such old note is exchanged in the Exchange Offer for an exchange note which is entitled to be resold to the public by the holder thereof without complying with the prospectus delivery requirements of the Securities Act;

    (b)
    the date on which such old note has been disposed of in accordance with a Shelf Registration Statement (as defined below); and

    (c)
    the date on which such old note is distributed to the public pursuant to Rule 144 under the Securities Act; and

    (2)
    exchange note held by a participating broker-dealer (as defined below) until the date on which such exchange note is disposed of by a participating broker-dealer pursuant to the "Plan of Distribution" contemplated by this registration statement (including the delivery of the prospectus contained therein).

        Under existing interpretations of the SEC contained in several no-action letters to third parties, the exchange notes (and the related guarantees, if any) will be freely transferable by holders thereof (other than Affiliates of the Company) after the exchange offer without further registration under the Securities Act. Each holder that wishes to exchange its Registrable Notes for exchange notes will be required to represent in a letter of transmittal:

    that any exchange notes to be received by it will be acquired in the ordinary course of its business;

    that at the time of the commencement and consummation of the Exchange Offer it has no arrangement or understanding with any person to participate in a distribution (within the meaning of Securities Act) of the exchange notes in violation of the Securities Act;

    that if such holder is an "affiliate" (as defined in Rule 405 promulgated under the Securities Act) of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable to it;

    if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the exchange notes; and

    if such holder is a broker-dealer (a "participating broker-dealer") that will receive exchange notes for its own account in exchange for Registrable Notes that were acquired as a result of market-making or other trading activities and that it will deliver a prospectus in connection with any resale of such exchange notes.

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        As noted above, based upon existing interpretations of the staff of the Commission described in several no-action letters to other issuers regarding similar exchange offers, we believe the exchange notes generally would be freely tradable by you after this exchange offer without further registration under the Securities Act. We have not asked the Commission, however, to consider this particular exchange offer in the context of a no-action letter. Therefore, you cannot be sure that the Commission will treat this exchange offer in the same way it has treated other exchange offers in the past. If our belief is wrong, you could incur liabilities under the Securities Act. We do not assume or indemnify you against any loss incurred as a result of liabilities under the Securities Act.

        We have agreed to make available, during the period required by the Securities Act, a prospectus meeting the requirements of the Securities Act for use by participating broker-dealers and other Persons, if any, with similar prospectus delivery requirements for use in connection with any resale of exchange notes.

        If:

    prior to the consummation of the exchange offer, the holders of a majority in aggregate principal amount of Registrable Notes determine in their reasonable judgment that (A) the exchange notes would not, upon receipt, be tradeable by the holders thereof without restriction under the Securities Act and the Exchange Act and without material restrictions under applicable Blue Sky or state securities laws or (B) the interests of the holders under the registration rights agreement, taken as a whole, would be materially adversely affected by the consummation of the exchange offer;

    any change in law or applicable interpretations of the staff of the SEC would not permit the consummation of the exchange offer prior to the Effectiveness Date;

    the exchange offer is not consummated within 30 days from the date on which this registration statement is declared effective;

    in the case of (A) any holder not permitted by applicable law or SEC policy to participate in the exchange offer, (B) any holder participating in the exchange offer that receives exchange notes that may not be sold without restriction under state and federal securities laws (other than due solely to the status of such holder as an Affiliate of the Company) or (C) any broker-dealer that holds Registrable Notes acquired directly from the Company or any of its Affiliates and, in each such case contemplated by this clause, such holder notifies the Company within six months of consummation of the exchange offer; or

    in certain circumstances, certain holders of unregistered exchange notes so request,

then in each case, the Company will (x) promptly deliver to the holders of those notes and the Trustee written notice thereof and (y) use its best efforts to file a shelf registration statement covering resales of the applicable notes (the "shelf registration statement") within 30 days, use its best efforts to cause the shelf registration statement to be declared effective by the SEC within 90 days, and use its best efforts to keep effective the shelf registration statement until two years after November 30, 2010 or such shorter period ending when (i) all of the applicable Registrable Notes have been sold thereunder, (ii) a subsequent shelf registration statement covering all of the Registrable Notes covered by and not sold under the initial shelf registration statement or an earlier subsequent shelf registration statement has been declared effective under the Securities Act or (iii) there cease to be any outstanding Registrable Notes.

        We will, in the event that a shelf registration statement is filed, provide to each holder of Registrable Notes copies of the prospectus that is a part of the shelf registration statement, notify each such holder when the shelf registration statement for those notes has become effective and take certain other actions as are required to permit unrestricted resales of those notes. A holder of notes that sells

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notes pursuant to the shelf registration statement will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such a holder (including certain indemnification rights and obligations).

        If the Company defaults on its registration obligations described above, then additional interest will accrue on the principal amount of the old notes at a rate of 0.25% per annum for the first 90 days immediately following the date of such default. The additional interest rate will increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period, but the amount of additional interest accruing will not exceed 1.0% per annum, and the additional interest will, upon the Company's cure of such default, cease to accrue. Additional interest will not accrue at any particular time with respect to more than one default. Any amounts of additional interest that have accrued will be payable in cash on the same original interest payment dates for the Notes.

        We do not intend to apply for listing of the exchange notes on any securities exchange or to seek approval for quotation of the exchange notes through an automated quotation system. Accordingly, there can be no assurance that an active market will develop upon completion of this exchange offer or, if developed, that such market will be sustained, or as to the liquidity of any market.

        The above summary highlights the material provisions of the registration rights agreement, but does not restate that agreement in its entirety. We urge you to review all of the provisions of the registration rights agreement, because it, and not this summary description, defines your rights as holders to exchange your old notes for exchange notes. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part.

Terms of the Exchange Offer

        This prospectus and the accompanying letter of transmittal contain the terms and conditions for this exchange offer. Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept for exchange all old notes which are properly tendered and not withdrawn on or prior to 5:00 p.m., New York City time, on the expiration date. After authentication of the exchange notes by the trustee or an authentication agent, we will issue and deliver $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding old notes accepted in this exchange offer. You may tender some or all of your old notes in this exchange offer in a minimum denomination of $2,000 and integral multiples of $1,000 in excess thereof.

        The exchange notes are identical in all material respects to the old notes, except that:

    (1)
    the offering of the exchange notes has been registered under the Securities Act;

    (2)
    the exchange notes will not be subject to transfer restrictions or registration rights; and

    (3)
    certain provisions relating to the payment of additional interest in connection with a default under the registration rights agreement will be eliminated.

        The exchange notes will evidence the same debt as the old notes which they replace and be governed by the same indenture.

        As of the date of this prospectus, $333,000,000 aggregate principal amount of the old notes is outstanding. In connection with the issuance of the old notes, arrangements were made for the old notes to be issued and transferable in book-entry form through the facilities of the Depositary Trust Company, New York, New York, acting as a depositary, which we refer to as DTC. The exchange notes will also be issuable and transferable in book-entry form through DTC.

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        This prospectus, together with the accompanying letter of transmittal, is initially being sent to all registered holders of the old notes as of the close of business on date shown at the bottom of the front cover of this prospectus. This exchange offer is not conditioned upon any minimum aggregate principal amount of old notes being tendered. However, our obligation to accept old notes for exchange pursuant to this exchange offer is subject to certain customary conditions that we describe under "The Exchange Offer—Conditions to the Exchange Offer" below.

        We shall be deemed to have accepted validly tendered old notes when, as and if we have given oral or written notice thereof to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving exchange notes from us and delivering exchange notes to such holders.

        If any tendered old notes are not accepted for exchange because of an invalid tender or the occurrence of certain other events set forth herein, certificates for any such unaccepted old notes will be returned, at our cost, to the tendering holder thereof promptly after the expiration date.

        Holders who tender old notes in this exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of old notes pursuant to this exchange offer. We will pay all charges and expenses, other than certain applicable taxes, in connection with this exchange offer. See "The Exchange Offer—Solicitation of Tenders; Fees and Expenses" below for more detailed information regarding the expenses of this exchange offer.

        By executing or otherwise becoming bound by the letter of transmittal, you will be making the representations described under "The Exchange Offer—Procedures for Tendering" below.

Expiration Date; Extensions; Amendments

        The term "expiration date" shall mean 5:00 p.m., New York City time, on                        , 2011 unless we, in our sole discretion, extend this exchange offer, in which case the term "expiration date" shall mean the latest date to which this exchange offer is extended.

        We expressly reserve the right, at any time, to extend the period of time during which this exchange offer is open, and thereby delay acceptance of any old notes, by giving oral or written notice of such extension to the exchange agent and notice of such extension by timely public announcement to the holders as described below. During any such extension, all old notes previously tendered will remain subject to this exchange offer and may be accepted for exchange by us. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder thereof promptly after the expiration or termination of this exchange offer.

        We expressly reserve the right to amend or terminate this exchange offer, and not to accept for exchange any old notes that we have not yet accepted for exchange, if any of the conditions set forth herein under "The Exchange Offer—Conditions to the Exchange Offer" shall have occurred and shall not have been waived by us, if such conditions are permitted to be waived by us, prior to the expiration date.

        We will give oral or written notice of any such extension, amendment, termination or non-acceptance described above to holders of the old notes no later than 9:00 a.m., New York City time, on the next business day after the expiration date. If this exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose such amendment in a manner reasonably calculated to inform the holders of the old notes of such amendment, and we will extend this exchange offer for a period of up to 10 business days, depending upon the significance of the amendment and the manner of disclosure to the registered holders, if this exchange offer would otherwise expire during such period.

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        Without limiting the manner in which we may choose to make public announcements of any extension, amendment, termination or non-acceptance of this exchange offer, and subject to applicable law, we will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a timely release to the Dow Jones News Service.

Interest on the Exchange Notes

        Interest on the exchange notes will accrue from the last interest payment date on which interest was paid on the old notes surrendered in exchange therefor or if the old note is exchanged for an exchange note after the record date for an interest payment date to occur on or after the date of such exchange, such interest payment date, or if no interest has been paid on the old notes, from the issue date of the old notes. Interest on the exchange notes will be payable semiannually on June 1 and December 1 of each year, commencing June 1, 2011.

Conditions to the Exchange Offer

        Notwithstanding any other term of this exchange offer, we may terminate or amend this exchange offer as provided herein prior to the expiration date if, in our judgment, any of the following conditions has occurred or exists or has not been satisfied:

    (1)
    this exchange offer, or the making of any exchange by a holder, violates any applicable policy of the Commission; or

    (2)
    this exchange offer, or the making of any exchange by a holder violates any applicable law.

        If we determine that we may terminate this exchange offer for any of the reasons set forth above, we may:

    (1)
    refuse to accept any old notes and return any old notes that have been tendered to the tendering holders thereof;

    (2)
    extend this exchange offer and retain all old notes tendered prior to the expiration date of this exchange offer, subject to the rights of such holders of tendered old notes to withdraw their tendered old notes; or

    (3)
    except with respect to violations of any applicable interpretations of the staff of the Commission, waive such termination event with respect to this exchange offer and accept all properly tendered old notes that have not been withdrawn. If such waiver constitutes a material change in this exchange offer, we will disclose such change by means of a supplement to this prospectus that will be distributed to each registered holder.

        The above conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to such condition. Our failure at any time to exercise the foregoing rights shall not be deemed to be a waiver by us of any such right and each such right shall be deemed an ongoing right which may be asserted at any time before the expiration date.

Procedures for Tendering

Book-Entry Interests

        The old notes were issued as global securities in fully registered form without interest coupons. Beneficial interests in the global securities held by direct or indirect participants in DTC are shown on, and transfers of these interests are effected only through, records maintained in book-entry form by DTC with respect to its participants.

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        If you hold your old notes in the form of book-entry interests and you wish to tender your old notes for exchange pursuant to this exchange offer, you must transmit to the exchange agent on or prior to the expiration date either:

    (1)
    a written or facsimile copy of a properly completed and duly executed letter of transmittal, including all other documents required by such letter of transmittal, to the address set forth below under "The Exchange Offer—Exchange Agent;" or

    (2)
    a computer-generated message transmitted by means of DTC's Automated Tender Offer Program system and received by the exchange agent and forming a part of a confirmation of book-entry transfer, in which you acknowledge and agree to be bound by the terms of the letter of transmittal.

        In addition, in order to deliver old notes held in the form of book-entry interests:

    (1)
    a timely confirmation of book-entry transfer of such old notes into the exchange agent's account at DTC pursuant to the procedure for book-entry transfers described below under "The Exchange Offer—Book-Entry Transfer" must be received by the exchange agent prior to the expiration date; or

    (2)
    you must comply with the guaranteed delivery procedures described below.

        The method of delivery of old notes and the letter of transmittal for your old notes and all other required documents to the exchange agent is at your election and risk. Instead of delivery by mail, we recommend that you use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. You should not send the letter of transmittal or old notes to us. You may request your broker, dealer, commercial bank, trust company, or nominee to effect the above transactions for you.

Certificated Old Notes

        Only registered holders of certificated old notes, if any, may tender those notes in this exchange offer. If your old notes are certificated notes and you wish to tender those notes for exchange pursuant to this exchange offer, you must transmit to the exchange agent on or prior to the expiration date a written or facsimile copy of a properly completed and duly executed letter of transmittal, including all other required documents, to the address set forth below under "The Exchange Offer—Exchange Agent." In addition, in order to validly tender your certificated old notes:

    (1)
    the certificates representing your old notes must be received by the exchange agent prior to the expiration date; or

    (2)
    you must comply with the guaranteed delivery procedures described below.

Procedures Applicable to All Holders

        If you tender an old note and you do not withdraw the tender prior to the expiration date, you will have made an agreement with us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

        If your old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your old notes, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you wish to tender on your own behalf, prior to completing and executing the letter of transmittal and delivering your old notes, you must either make appropriate arrangements to register ownership of the old notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

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        Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United states or an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act, (each of which we refer to as an eligible institution), that is a participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Program or the Stock Exchanges Medallion Program unless old notes tendered in this exchange offer are tendered either

    (1)
    by a registered holder who has not completed the box entitled "Special Registration Instructions" or "Special Delivery Instructions" on the holder's letter of transmittal, or

    (2)
    for the account of an eligible institution.

        If the letter of transmittal is signed by a person other than the registered holder of old notes, such old notes must be endorsed or accompanied by appropriate bond powers which authorize such person to tender the old notes on behalf of the registered holder, in either case signed as the name of the registered holder or holders appears on the old notes.

        If the letter of transmittal or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should so indicate when signing. Unless we waive this requirement, in this instance you must submit with the letter of transmittal proper evidence satisfactory to us of their authority to act on your behalf.

        We will determine, in our sole discretion, all questions regarding the validity, form, eligibility, including time of receipt, acceptance and withdrawal of tendered old notes. This determination will be final and binding. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes our acceptance of which would, in our judgment or the judgment of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular old notes. Our interpretation of the terms and conditions of this exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties.

        You must cure any defects or irregularities in connection with tender of your old notes within the time period we will determine unless we waive that defect or irregularity. Although we intend to notify you of defects or irregularities with respect to your tender of old notes, neither we, the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to tenders of old notes, nor shall any of them incur any liability for failure to give such notification. Your tender will not be deemed to have been made and your old notes will be returned to you if:

    (1)
    you improperly tender your old notes;

    (2)
    you have not cured any defects or irregularities in your tender; and

    (3)
    we have not waived those defects, irregularities or improper tender.

        The exchange agent will return your old notes promptly following the expiration of this exchange offer.

        In addition, we reserve the right in our sole discretion to:

    (1)
    purchase or make offers for, or offer registered notes for, any old notes that remain outstanding subsequent to the expiration of this exchange offer;

    (2)
    terminate this exchange offer; and

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    (3)
    to the extent permitted by applicable law, purchase old notes in the open market, in privately negotiated transactions or otherwise.

        The terms of any of these purchases or offers could differ from the terms of this exchange offer.

        In all cases, issuance of exchange notes for old notes that are accepted for exchange in this exchange offer will be made only after timely receipt by the exchange agent of certificates for your old notes or a timely book-entry confirmation of your old notes into the exchange agent's account at DTC, a properly completed and duly executed letter of transmittal, or a computer-generated message instead of the letter of transmittal, and all other required documents. If any tendered old notes are not accepted for any reason set forth in the terms and conditions of this exchange offer or if old notes are submitted for a greater principal amount than you desire to exchange, the unaccepted or non-exchanged old notes, or old notes in substitution for those notes, will be returned without expense to you. In addition, in the case of old notes tendered by book-entry transfer into the exchange agent's account at DTC pursuant to the book-entry transfer procedures described below, the non-exchanged old notes will be credited to your account maintained with DTC promptly after the expiration or termination of this exchange offer.

        Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See "Plan of Distribution."

Guaranteed Delivery Procedures

        If you are a registered holder of old notes and you wish to tender such old notes but your old notes are not immediately available, or time will not permit your old notes or other required documents to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, you may effect a tender if:

    (1)
    you tender through an eligible institution;

    (2)
    on or prior to 5:00 p.m., New York City time, on the expiration date, the exchange agent receives from an eligible institution a written or facsimile copy of a properly completed and duly executed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us; and

    (3)
    the certificates for all certificated old notes, in proper form for transfer, or a book-entry confirmation, and all other documents required by the letter of transmittal, are received by the exchange agent within three New York Stock Exchange trading days after the expiration date.

        The notice of guaranteed delivery may be sent by facsimile transmission, mail or hand delivery. The notice of guaranteed delivery must set forth:

    (1)
    your name and address;

    (2)
    the certificate number(s) of the old notes and the amount of old notes you are tendering; and

    (3)
    a statement that your tender is being made by the notice of guaranteed delivery and that you guarantee that within three New York Stock Exchange trading days after the expiration date, the eligible institution will deliver the following documents to the exchange agent:

    (A)
    the certificates for all certificated old notes being tendered, in proper form for transfer or a book-entry confirmation of tender,

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      (B)
      a written or facsimile copy of the letter of transmittal, or a book-entry confirmation instead of the letter of transmittal; and

      (C)
      any other documents required by the letter of transmittal.

Book-Entry Transfer

        The exchange agent will establish an account with respect to the book-entry interests at DTC for purposes of this exchange offer promptly after the date of this prospectus. You must deliver your book-entry interest by book-entry transfer to the applicable account maintained by the exchange agent at DTC. Any financial institution that is a participant in DTC's systems may make book-entry delivery of book-entry interests by causing DTC to transfer the book-entry interests into the exchange agent's applicable account at DTC in accordance with DTC's procedures for transfer.

Withdrawal Rights

        You may withdraw tenders of your old notes at any time prior to 5:00 p.m., New York City time, on the expiration date.

        For your withdrawal to be effective, the exchange agent must receive a written or facsimile transmission notice of withdrawal at its address set forth below under "The Exchange Offer—Exchange Agent" prior to 5:00 p.m., New York City time, on the expiration date.

        The notice of withdrawal must:

    (1)
    specify the name of the person having deposited the old notes to be withdrawn;

    (2)
    identify the old notes to be withdrawn, including the certificate number or numbers and principal amount of such old notes or, in the case of old notes transferred by book-entry transfer, the name and number of the account at DTC to be credited;

    (3)
    be signed by the depositor in the same manner as the original signature on the letter of transmittal by which such old notes were tendered, including any required signature guarantee, or be accompanied by documents of transfer sufficient to permit the registrar with respect to the old notes to register the transfer of such old notes into the name of the depositor withdrawing the tender; and

    (4)
    specify the name in which any such old notes are to be registered, if different from that of the depositor.

        We will determine all questions regarding the validity, form and eligibility, including time of receipt, of withdrawal notices. Our determination will be final and binding on all parties. Any old notes withdrawn will be deemed not to have been validly tendered for exchange for purposes of this exchange offer. Any old notes which have been tendered for exchange but which are not exchanged for any reason will be returned to you without cost promptly following withdrawal, rejection of tender or termination of this exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures described under "The Exchange Offer—Procedures for Tendering" above at any time on or prior to 5:00 p.m., New York City time, on the expiration date.

Exchange Agent

        The Bank of New York Mellon Trust Company, N.A., the trustee under the indenture, has been appointed as exchange agent for this exchange offer. All executed letters of transmittal should be directed to the exchange agent at one of the addresses set forth below. In such capacity, the exchange agent has no fiduciary duties and will be acting solely on the basis of our directions. Questions,

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requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

By Mail or Overnight Delivery:
  Telephone Transactions:   By Hand:

  (Eligible Institutions Only)    

Bank of New York Corporation
Corporate Trust—Reorganization Unit
480 Washington Boulevard—27th Floor
Jersey City, NJ 07310

Attn: William Buckley

  To Confirm by Telephone
or for Information Call:
(212) 815-5788

For facsimile transactions:
(212) 298-1915
  Bank of New York Corporation
Corporate Trust—Reorganization Unit
480 Washington Boulevard—27th Floor
Jersey City, NJ 07310

Attn: William Buckley

       

        Delivery to an address or facsimile number other than those listed above will not constitute a valid delivery.

Solicitation of Tenders; Fees and Expenses

        We will pay all expenses of soliciting tenders pursuant to this exchange offer. The principal solicitation pursuant to this exchange offer is being made by mail. Additional solicitations may be made by our officers and employees and our affiliates in person, by telephone or facsimile.

        We have not retained any dealer-manager in connection with this exchange offer and will not make any payments to broker, dealers or other persons soliciting acceptances of this exchange offer. We will pay, however, the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket costs and expenses in connection therewith and will indemnify the exchange agent for all losses and claims incurred by it as a result of this exchange offer.

        We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of the old notes and in handling or forwarding tenders for exchange.

        The expenses to be incurred in connection with this exchange offer, including fees and expenses of the exchange agent and trustee and accounting and legal fees and printing costs, will be paid by us.

        We will pay all transfer taxes, if any, applicable to the exchange of old notes pursuant to this exchange offer. However, if certificates representing exchange notes or old notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the old notes tendered, or if tendered old notes are registered in the name of any person other than the person signing the letter of transmittal, or if the transfer tax is imposed for any reason other than the exchange of old notes pursuant to this exchange offer, then the amount of any such transfer taxes, whether imposed on the registered holder or any other persons, will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed by us directly to such tendering holder.

Consequences of Failure to Exchange

        As a result of the making of, and upon acceptance for exchange of all validly tendered old notes pursuant to the terms of, this exchange offer, we will have fulfilled a covenant contained in the registration rights agreement. Following the consummation of this exchange offer, old notes that are not tendered or are tendered but not accepted will continue to be subject to provisions in the indenture regarding the transfer and exchange of the old notes and the existing restrictions on transfer set forth

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in the legend on the old notes and in the offering memorandum dated November 15, 2010 relating to the old notes. Accordingly, such old notes may be resold only:

    (1)
    to us;

    (2)
    pursuant to a registration statement which has been declared effective under the Securities Act;

    (3)
    in the United States to qualified institutional buyers within the meaning of Rule 144A in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A;

    (4)
    in the United States to Institutional Accredited Investors, as defined in Rule 502(a)(1), (2), (3) or (7) promulgated under the Securities Act, in transactions exempt from the registration requirements of the Securities Act; or

    (5)
    pursuant to any other available exemption from the registration requirements under the Securities Act and applicable state securities laws.

        Except as required by the registration rights agreement, we do not intend to register resales of the old notes under the Securities Act. To the extent that old notes are tendered and accepted in this exchange offer, the liquidity of the trading market for untendered old notes could be adversely affected.

Accounting Treatment

        The exchange notes will be recorded at the same carrying value as the old notes, as reflected in our accounting records on the date of the exchange. Accordingly, no gain or loss for accounting purposes will be recognized by us as a result of the consummation of this exchange offer. The expenses of this exchange offer will be amortized by us over the term of the exchange notes.

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Use of Proceeds

        This exchange offer is intended to satisfy our obligations under the registration rights agreement entered into in connection with the issuance of the old notes. We will not receive any cash proceeds from the issuance of the exchange notes in this exchange offer. In consideration for issuing the exchange notes as contemplated by this prospectus, we will receive the old notes in like principal amount. The old notes surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the exchange notes will not result in any increase in our indebtedness or capital stock.

        The net proceeds from the old notes issued on November 30, 2010 were used to refinance substantially all of our debt, which involved the prepayment and termination of the our then senior secured credit facility and the redemption, repurchase, acquisition for value and satisfaction and discharge of all of our then outstanding 9% senior subordinated notes due 2012. In addition, a portion of the proceeds from the issuance of the old notes was used to make a distribution to our parent company, AGHI, of approximately $20 million, which AGHI used, together with other funds contributed to AGHI, to redeem, repurchase or otherwise acquire for value and satisfy and discharge AGHI's then outstanding 107/8% senior notes due 2012. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations and Commercial Commitments."

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Capitalization

        This table sets forth our cash and cash equivalents, total debt and total stockholder's deficit as of December 31, 2010. You should read this table together with the sections of this prospectus entitled "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Selected Historical Consolidated Financial Data," as well as our consolidated financial statements and related notes thereto included in this prospectus.

 
  As of
December 31,
2010
 
 
  (dollars in
thousands)

 

Cash and cash equivalents

  $ 15,363  
       

Debt:

       
 

11.50% Senior Secured Notes due 2016, net of original issue discount

  $ 326,083  
 

CW Credit Facility(1)

    6,041  
 

Other debt

    107  
       
   

Total Debt

    332,231  

Total stockholders' deficit

    (252,173 )
       

Total capitalization

  $ 80,058  
       

(1)
Our CW Credit Facility provides for borrowings of up to $20 million and letters of credit in an aggregate amount of no less than $5 million and no more than $10 million depending on the extent to which actual borrowings under the CW Credit Facility exceed $15 million so that the letter of credit sublimit is reduced dollar for dollar by the amount that the actual borrowings exceed $15 million. As of December 31, 2010, we had commercial and standby letters of credit in the aggregate amount of $6.6 million outstanding. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations and Commercial Commitments—CW Credit Facility."

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Selected Historical Consolidated Financial Data

        The following table presents our selected financial data as of and for the periods indicated below. The statement of operations and cash flow data for the years ended December 31, 2010, 2009, 2008, 2007 and 2006 and the balance sheet data as of December 31, 2010, 2009, 2008, 2007 and 2006 were derived from our audited financial statements included elsewhere in this prospectus or previously filed in our Annual Reports on Form 10-K. This information is only a summary and should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Capitalization" and our consolidated financial statements and the notes thereto included elsewhere in this prospectus.

 
  Year ended  
 
  2010   2009   2008   2007   2006  
 
  (dollars in thousands)
 

Statement of Operations Data:

                               

REVENUES:

                               
 

Membership services

  $ 146,274   $ 142,147   $ 152,643   $ 149,937   $ 137,394  
 

Media

    53,844     59,061     82,424     90,537     86,742  
 

Retail

    270,551     270,573     291,070     321,730     290,422  
                       

    470,669     471,781     526,137     562,204     514,558  

COSTS APPLICABLE TO REVENUES:

                               
 

Membership services

    85,211     84,826     90,758     94,840     87,407  
 

Media

    40,584     46,079     61,126     62,258     58,302  
 

Retail

    157,574     164,510     170,911     194,940     175,015  
                       

    283,369     295,415     322,795     352,038     320,724  

GROSS PROFIT

   
187,300
   
176,366
   
203,342
   
210,166
   
193,834
 

OPERATING EXPENSES:

                               
 

Selling, general and administrative

    126,577     128,917     142,757     145,556     133,129  
 

Restructuring charge

                    93  
 

Goodwill impairment

        46,884     47,601          
 

Impairment of investment in affiliate

            81,005          
 

Financing expense

    14,364     2,607              
 

Depreciation and amortization

    18,536     21,076     19,798     18,948     18,656  
                       

    159,477     199,484     291,161     164,504     151,878  
                       

(LOSS) INCOME FROM OPERATIONS

    27,823     (23,118 )   (87,819 )   45,662     41,956  

NON-OPERATING ITEMS:

                               
 

Interest expense, net

    (38,732 )   (30,356 )   (23,649 )   (24,227 )   (24,593 )
 

Gain (loss) on derivative instrument(1)

    (6,680 )   745     (2,394 )        
 

Gain (loss) on debt restructure

    (2,678 )   4,678         (775 )   (835 )
 

Other non-operating income (expense), net

    1     (1,263 )   (323 )   (149 )   9  
                       

    (48,089 )   (26,196 )   (26,366 )   (25,151 )   (25,419 )
                       

(LOSS) INCOME FROM OPERATIONS BEFORE INCOME TAXES

    (20,266 )   (49,314 )   (114,185 )   20,511     16,537  

INCOME TAX BENEFIT (EXPENSE)(2)

   
1,493
   
10,366
   
2,213
   
(1,583

)
 
(22,268

)
                       

NET (LOSS) INCOME

  $ (18,773 ) $ (38,948 ) $ (111,972 ) $ 18,928   $ (5,731 )
                       

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  December 31,  
(dollars in thousands)
  2010   2009   2008   2007   2006  

Balance Sheet Data (at period end):

                               
 

Working capital (deficiency)

  $ 10,644   $ (7,609 ) $ (10,494 ) $ (21,064 ) $ (34,983 )
 

Total assets

    222,018     221,569     294,352     421,611     408,008  
 

Deferred revenues and gains(3)

    90,389     96,335     96,424     104,390     100,089  
 

Total debt

    332,231     278,414     292,146     287,173     285,155  
 

Total stockholders' deficit

    (252,173 )   (221,525 )   (186,514 )   (66,910 )   (75,383 )

(1)
The 2010 loss on derivative instrument was due to the $100.0 million and $20.0 million interest rate swap agreements no longer meeting the requirements for hedge accounting as the Company replaced its variable rate debt with fixed rate debt on December 1, 2010 and reclassed the amounts recorded in Other Comprehensive Loss to earnings. The 2009 gain on derivative instrument is due to the change in value of the $35.0 million interest rate swap agreement effective April 30, 2008, and $20.0 million of the $100.0 million interest rate swap agreement effective October 15, 2007. The 2008 loss on derivative instrument relates solely to the change in value of the $35.0 million interest rate swap.

(2)
Effective January 1, 2006, the Company changed its tax status from a Subchapter C corporation to a Subchapter S corporation, upon receiving approval from the Internal Revenue Service. The election to change included the Company and all its subsidiaries, with the exception of Camping World, Inc. and its wholly-owned subsidiaries, which remained Subchapter C Corporations. As a result of the change in tax status, all deferred tax accounts of the Company, excluding Camping World and its wholly-owned subsidiaries, were revalued to account for the lower tax rates applicable to the Subchapter S corporation status and such reduction was charged to income tax expense for the year end December 31, 2006.

(3)
Deferred revenues represent cash received by us in advance of the recognition of revenues in accordance with accounting principles generally accepted in the United States. Deferred revenues primarily reflect club membership dues, annual ERS fees, advances on third party credit card fee revenues and publication subscriptions. These revenues are recognized at the time the goods or services are provided or over the membership period, which averages approximately 17 months. The deferred revenue balance for 2010, 2009, 2008, 2007, and 2006 also include deferred gains of $7.9 million, $8.4 million, $8.9 million, $9.3 million, and $9.8 million, respectively, from the real estate sale-leaseback transactions which occurred in December 2001.

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Management's Discussion and Analysis of Financial Condition and
Results of Operations

        The following discussion and analysis should be read in conjunction with the "Selected Historical Consolidated Financial Data" and our consolidated financial statements and related notes thereto included elsewhere in this prospectus. The statements in this discussion regarding market condition and outlook, our expectations regarding our future performance, liquidity, capital resources and other non-historical statements are subject to numerous risks and uncertainties, including, but not limited to the risks and uncertainties described under "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements." Our actual results may differ materially from those contained in or implied by any forward-looking statements.

Executive Summary

        We are a leading direct marketer, specialty retailer and publisher targeting North American RV owners and outdoor enthusiasts. Our core audience is the estimated 30 million RV enthusiasts in North America and the approximately eight million households in North America that own at least one RV. Our unique business model is based on "affinity marketing," in which our membership club members and retail customers form a receptive audience to which we sell products, services, merchandise and publications targeted to their specific recreational interests. Through our long operating history dating back approximately 75 years, we have built a database of approximately eight million RV enthusiasts who have purchased our products or services, subscribed to our publications or have otherwise indicated an interest in the RV lifestyle. We operate through three complementary business segments that together provide a suite of products and services to the RV and outdoor enthusiast market: (i) membership services, (ii) retail and (iii) media.

        There are approximately 1.7 million dues paying members enrolled in our clubs. We currently have approximately four million in aggregate circulation and approximately 0.7 million paid circulation across our 27 publications. For the fiscal year ended December 31, 2010, our revenue, operating income and net loss were $470.7 million, $27.8 million and $18.8 million, respectively.

        Our products date back to 1936, with the first publication of the Woodall's Campground Directory, followed by publication of Trailer Life magazine in 1941. The Good Sam Club was founded in 1966, the same year that the first Camping World location opened in Bowling Green, Kentucky. The Coast to Coast Club and the Golf Card Club were introduced in 1972 and 1974, respectively.

        On December 23, 1988, our predecessor acquired TL Enterprises, Inc. and Camp Coast to Coast, Inc., for approximately $138.0 million. These entities consisted of the businesses that we have developed into our Good Sam and Coast to Coast membership clubs, our RV-related publications (with the exception of the Woodall's titles) and our subscription-based products and services.

        From 1990 through 1997, we made a number of acquisitions that significantly expanded our scale and presence. In 1990, we acquired Golf Card International, Inc. for approximately $18.0 million. In May 1994, we acquired Woodall Publishing Company, L.P. and Woodall World of Travel, L.P. for approximately $11.5 million. In March 1997, our parent company at the time issued $130.0 million of senior notes and contributed the proceeds to us as a capital contribution. We used the proceeds from that capital contribution to acquire Camping World, Inc. and Ehlert Publishing Group, Inc. for approximately $123.0 million and $22.3 million, respectively.

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Results of Operation

        The following tables set forth the components of the statements of operations for the years ended December 31, 2010, 2009, and 2008 as a percentage of total revenues, and the comparison of those components from period to period. The following discussion is based on our Consolidated Financial Statements included elsewhere herein. Our revenues are derived principally from membership services, including club membership dues and marketing fees paid to us for services provided by third parties, from publications, including subscriptions and advertising, and from retail sales.


AFFINITY GROUP, INC. AND SUBSIDIARIES

TABLE FOR PERCENTAGE COMPARISONS OF TOTAL REVENUES
FOR THE YEARS ENDED DECEMBER 31, 2010, 2009, AND 2008

 
   
   
   
  Percentage Increase/
(Decrease)
 
 
  Percentage of
Total Revenues
 
 
  Year 2010
over 2009
  Year 2009
over 2008
 
 
  2010   2009   2008  

REVENUES:

                               
 

Membership services

    31.1 %   30.1 %   29.0 %   2.9 %   (6.9 )%
 

Media

    11.4 %   12.5 %   15.7 %   (8.8 )%   (28.3 )%
 

Retail

    57.5 %   57.4 %   55.3 %   (0.0 )%   (7.0 )%
                       

    100.0 %   100.0 %   100.0 %   (0.2 )%   (10.3 )%

COSTS APPLICABLE TO REVENUES:

                               
 

Membership services

    18.1 %   18.0 %   17.2 %   0.5 %   (6.5 )%
 

Media

    8.6 %   9.8 %   11.6 %   (11.9 )%   (24.6 )%
 

Retail

    33.5 %   34.8 %   32.6 %   (4.2 )%   (3.7 )%
                       

    60.2 %   62.6 %   61.4 %   (4.1 )%   (8.5 )%
                       

GROSS PROFIT

    39.8 %   37.4 %   38.6 %   6.2 %   (13.3 )%

OPERATING EXPENSES:

                               
 

Selling, general and administrative

    26.9 %   27.3 %   27.1 %   (1.8 )%   (9.7 )%
 

Goodwill impairment

        9.9 %   9.0 %   (100.0 )%   (1.5 )%
 

Impairment of investment in affiliate

            15.4 %       (100.0 )%
 

Financing expense

    3.1 %   0.6 %       451.0 %   100.0 %
 

Depreciation and amortization

    3.9 %   4.5 %   3.8 %   (12.1 )%   6.5 %
                       

    33.9 %   42.3 %   55.3 %   (20.1 )%   (31.5 )%
                       

INCOME (LOSS) FROM OPERATIONS

    5.9 %   (4.9 )%   (16.7 )%   220.4 %   73.7 %

NON-OPERATING ITEMS:

                               
 

Interest income

    0.1 %   0.1 %   0.1 %   (3.5 )%   (10.7 )%
 

Interest expense

    (8.3 )%   (6.5 )%   (4.5 )%   27.1 %   27.4 %
 

Gain (loss) on derivative instrument

    (1.4 )%   0.2 %   (0.5 )%   (996.6 )%   (131.1 )%
 

Gain (loss) on debt restructure

    (0.6 )%   1.0 %       (157.2 )%   100.0 %
 

Other non-operating (expense) income, net

    0.0 %   (0.4 )%   (0.1 )%   (100.1 )%   291.0 %
                       

    (10.2 )%   (5.6 )%   (5.0 )%   83.6 %   (0.6 )%
                       

LOSS FROM OPERATIONS BEFORE

                               
 

INCOME TAXES

    (4.3 )%   (10.5 )%   (21.7 )%   58.9 %   56.8 %

INCOME TAX BENEFIT

   
0.3

%
 
2.2

%
 
0.4

%
 
(85.6

)%
 
368.4

%
                       

NET LOSS

    (4.0 )%   (8.3 )%   (21.3 )%   51.8 %   65.2 %
                       

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Year Ended December 31, 2010 compared with Year Ended December 31, 2009

Revenues

        Revenues of $470.7 million for 2010 decreased by $1.1 million, or 0.2%, from 2009.

        Membership Services revenues for 2010 of $146.3 million increased $4.1 million, or 2.9%, from 2009. This revenue increase was largely attributable to an incremental $1.5 million fee received in the first quarter of 2010 related to vehicle insurance products as a result of our waiving our right of first refusal regarding the sale of the vehicle insurance business by a third party provider, a $1.2 million increase in extended vehicle warranty program revenue resulting from continued policy growth, a $0.9 million license fee from FreedomRoads agreed upon in the Second Amended and Restated Cooperative Resources Agreement dated October 2010, which provides for, among other items, an annual license fee of $3.75 million paid in quarterly installments, an $0.8 million increase in marketing fee revenue from health and life insurance products, a $0.6 million increase in member events revenue, a $0.6 million increase in emergency road service revenue primarily due to a price increase, and a $0.4 million revenue increase in credit card royalties. These increases were partially offset by a $1.2 million revenue decrease related to reduced enrollment in the Coast to Coast Club and the Golf Card Club and a $0.7 million reduction in marketing fees from the vehicle insurance business.

        Media revenues of $53.8 million for 2010 decreased $5.2 million, or 8.8%, from 2009. This decrease was primarily attributable to a $3.8 million reduction in revenue from our outdoor power sports magazines. Anticipated declining advertising revenues resulted in management reducing total power sports issues published by nineteen issues in 2010 versus 2009. Declining exhibitor revenue commitments resulted in management canceling ten consumer shows, resulting in a $1.3 million reduction in exhibitor revenue in 2010 compared to 2009. In addition, advertising and circulation revenue decreased $0.6 million for the RV magazine group, and annual directory revenue decreased $0.3 million. These decreases were partially offset by an $0.8 million increase in revenue from outdoor power sports conferences and online ad sales.

        Retail revenues of $270.6 million for 2010 remained unchanged from 2009. Store merchandise sales decreased $3.8 million from 2009 due to a same store sales decrease of $1.0 million, or 0.5%, compared to a 4.5% decrease in same store sales for 2009, and decreased revenue from discontinued stores of $2.9 million, were partially offset by a $0.1 million revenue increase from the opening of four new stores over the past twenty-four months Three stores were closed in the last twenty-four months in order to reduce fixed operating costs and to consolidate operations within the respective trade areas. Same store sale calculations for a given period include only those stores that were open both at the end of that period and at the beginning of the preceding fiscal year. Also, installation and service fees increased $1.7 million, mail order and internet sales increased $1.1 million, and supplies and other sales increased $1.0 million.

Costs Applicable to Revenues

        Costs applicable to revenues totaled $283.4 million, a decrease of $12.0 million, or 4.1%, from the comparable period in 2009.

        Membership Services costs applicable to revenues of $85.2 million increased $0.4 million, or 0.5%, from 2009. This increase consisted of a $1.3 million increase in costs associated with the extended vehicle warranty program, a $0.5 million increase in vehicle insurance marketing costs and a $0.3 million increase in emergency road services costs, all related to increased revenue, partially offset by a $1.0 million reduction in marketing and program costs related to reduced membership in the Coast to Coast Club and the Golf Card Club, and a $0.7 million reduction in wage-related expenses due to a reduction in personnel.

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        Media costs applicable to revenues of $40.6 million for 2010 decreased $5.5 million, or 11.9%, from 2009 primarily related to a $4.3 million reduction in magazine expenses resulting from reduced issues published and reduced magazine sizes, a $1.2 million reduction in costs related to reduced consumer shows revenue related to the reduced number of shows and $0.5 million reduction in annual directory costs. These reductions were taken as a cost saving strategy because expected revenues from these products were not anticipated to cover expected costs. These decreases were partially offset by a $0.5 million increase in costs associated with increased revenue from outdoor power sports conferences.

        Retail costs applicable to revenues decreased $6.9 million, or 4.2%, to $157.6 million due to improved gross margin. The retail gross profit margin of 41.8% for 2010 increased from 39.2% for 2009 primarily due to price increases on select high volume products.

Operating Expenses

        Selling, general and administrative expenses of $126.6 million for 2010 decreased $2.3 million compared to 2009. This decrease was due a $3.1 million decrease in retail general and administrative expenses consisting primarily of decreases in labor and advertising expense, a $1.8 million reduction in professional fees and a $1.0 million reimbursement of legal expenses related to the collection of a prior year favorable judgment for such expenses that was lien on real estate owned by the obligor that was received in the third quarter. These decreases were partially offset by a $3.1 million increase in deferred executive compensation under the 2010 Phantom Stock agreements and $0.5 million annual general and administrative support fee paid to the Company's ultimate parent.

        The Company recorded a non-cash goodwill impairment charge of $46.9 million in the third quarter of 2009 related to our RV and powersports publications, which is part of the Media segment. No impairment charges were recorded in 2010.

        Financing expense of $14.4 million was incurred in 2010 primarily for closing fees, premiums, legal and consulting costs related to the 2010 Senior Credit Facility entered into on March 1, 2010 which were expensed in accordance with accounting guidance for debtors accounting for a modification or exchange of debt instruments. Financing expense of $2.6 million for 2009 related to legal and other costs incurred associated with the amendment dated June 5, 2009 to the then senior credit facility.

        Depreciation and amortization expense of $18.5 million decreased $2.5 million from the prior year primarily due to completed amortization of intangible assets associated with prior acquisitions, and the reduced level of capital expenditures since 2008.

Income (Loss) from Operations

        Income from operations for 2010 totaled $27.8 million compared to loss from operation of $23.1 million for 2009. This $50.9 million change was primarily the result the $46.9 million goodwill impairment charge in the third quarter of 2009. In addition, the following favorable changes were experienced in 2010 compared to 2009: increased gross profit for the Retail, Membership Services and Media segments of $6.9 million, $3.7 million, and $0.3 million, respectively; and reduced operating expenses of $8.0 million. These favorable changes were only partially offset by increased financing expense of $11.8 million, and a $3.1 million increase in deferred executive compensation in 2010.

Non-Operating Items

        Non-operating expenses of approximately $48.1 million for 2010 increased $21.9 million compared to 2009 due to an $8.4 million increase in net interest expense relating to higher interest rates and increased debt, a $7.4 million negative change in the loss/gain on derivative instruments related to the interest rate swap agreements, and a $7.4 million negative change in the loss/gain related to debt restructurings resulting from a $2.7 million loss on extinguishment of the 2010 Senior Credit Facility

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and the AGI Senior Notes in 2010 and the $4.7 million gain on purchase of the $14.6 million AGI Senior Notes in the second quarter of 2009. The Company replaced its variable debt with fixed debt in November 2010 and the amounts included in Other Comprehensive Income were reclassified to the income statement as the interest rate swaps no longer qualify as cash flow hedges as the underlying cash flows being hedged were no longer going to occur. These increases were partially offset by a $0.7 million decrease in other non-operating expenses and a $0.6 million loss on sale of retail assets in 2009.

Loss before Income Tax

        Loss before income tax for 2010 was $20.3 million, compared to a loss of $49.3 million for 2009. This $29.0 million favorable change was attributable to the $50.9 million increase in income from operations, partially offset by the increase in non-operating items mentioned above of approximately $21.9 million.

Income Tax Benefit

        The Company recorded an income tax benefit of $1.5 million for 2010, compared to a $10.4 million for 2009. This change was the result of a favorable change in loss before income tax discussed above as well as a reversal of unrecognized tax benefits, reversal of accrued interest and penalties related to unrecognized tax benefits and a decrease in the valuation allowance against deferred tax assets in 2010.

Net loss

        Net loss for 2010 was $18.8 million compared to a loss of $38.9 million for 2009 mainly due to the reasons discussed above.

Segment Profit (Loss)

        The Company's three principal lines of business are Membership Services, Media and Retail. The Membership Services segment operates the Good Sam Club, the Coast to Coast Club, the President's Club, the Camp Club USA and assorted membership products and services for RV owners, campers and outdoor vacationers, and the Golf Card Club for golf enthusiasts. The Media segment publishes a variety of publications for selected markets in the recreation and leisure industry, including general circulation periodicals, directories, and RV and powersports industry trade magazines. In addition, the Media segment operates consumer outdoor recreation shows primarily focused on RV and powersports markets. The Retail segment sells specialty retail merchandise and services for RV owners primarily through retail supercenters, mail order catalogs and the internet. The Company evaluates performance based on profit or loss from operations before income taxes and unusual items.

        The reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology, management expertise and marketing strategies.

        Membership services segment profit of $53.9 million for 2010 increased $6.2 million, or 13.1%, from the comparable period in 2009. This increase was largely attributable to a $1.4 million increase in segment profit in the Good Sam Club related to reduced marketing and administrative expenses, a $1.3 million increase in profit related to reduced overhead, marketing and wage-related expenses, a $0.9 million increase in segment profit relating to licensing fees paid by FreedomRoads, a $0.9 million increase in segment profit from various other club and ancillary product segment profit, a $0.8 million increase in marketing fee revenue from credit cards and health and life insurance products, a $0.7 million increase in profit related to the member events, and a $0.2 million increase in marketing fees related to vehicle insurance primarily related to an incremental $1.5 million fee received as a result of waiving our right of first refusal regarding the sale of the third party partner combined with reduced marketing fee revenue partially offset by increased expenses.

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        Media segment profit improved to $5.0 million for 2010 from a loss of $43.9 million for 2009. This $48.9 million improvement resulted primarily from the $46.9 million goodwill impairment charge in 2009 in the Media segment. In addition, the following favorable changes were experienced in 2010 from 2009: a $0.9 million increase in segment profit in the powersports magazine group, a $0.4 million increase in segment profit in the RV magazine group, a $0.3 million increase in profit for outdoor power sports conferences and online ad sales, a $0.2 million increase in segment profit from the consumer shows group, and a $0.2 million decrease in publishing overhead.

        Retail segment profit was $2.9 million for 2010 compared to a loss of $11.4 million for 2009. This $14.3 million improvement was the result of a $5.5 million decrease in allocated interest expense due to lower borrowings, a $5.1 million increase in gross profit margin, a $3.1 million decrease in selling, general and administrative expenses, and a $0.6 million of loss on sale of assets in 2009.

Year Ended December 31, 2009 compared with Year Ended December 31, 2008

Revenues

        Revenues of $471.8 million for 2009 decreased by $54.4 million or 10.3% from the comparable period in 2008.

        Membership services revenues for 2009 of $142.1 million decreased by $10.5 million or 6.9% from 2008. This revenue decrease was largely attributable to a $5.0 million reduction in a brand usage licensing fee charged to FreedomRoads in 2008 and terminated by agreement in 2009, a $2.5 million decrease in advertising revenue in Highways Magazine, the Good Sam Club publication, a $1.7 million revenue decrease in the Coast to Coast Club and Golf Card Club due to decreased enrollment, a $1.4 million reduction in dealer program marketing revenue, a $1.3 million reduction in member events revenue, a $0.9 million decrease in the President's Club revenue due to lower promotional pricing and reduced advertising revenue, a $0.7 million decrease in fee income recognized on vehicle insurance products, a $0.5 million decrease in emergency road service revenue attributable to decreased average enrollment, and a $0.2 million reduction in other various ancillary products. These decreases were partially offset by a $3.7 million increase in extended vehicle warranty program revenue due to continued policy growth and strong renewals.

        Media revenues for 2009 of $59.1 million decreased by $23.4 million or 28.3% from 2008. This decrease was primarily attributable to a $9.1 million revenue decrease from our outdoor powersports magazine group due to reduced advertising revenue and reduced published issues of boating and all-terrain vehicle, or ATV, magazines, a $7.0 million revenue decrease for the RV magazine group primarily due to decreased advertising revenue, a $4.9 million decrease in consumer show revenue mainly due to reduced exhibitor contracts, a $2.1 million reduction in annual directory and campground guide revenue, and a $0.3 million revenue reduction due to the elimination of regional campground publications.

        Retail revenue for 2009 of $270.6 million decreased approximately $20.5 million or 7.0% from 2008. Store merchandise sales decreased $10.9 million from 2008 primarily due to a same store sales decrease of $9.2 million, or 4.5%, compared to a 15.6% decrease in 2008. Decreased revenue from discontinued stores of $5.9 million in 2009 as compared to 2008, was partially offset by a $4.2 million revenue increase from the addition of seven new stores over the past two years. Same store sale calculations for a given period include only those stores that were open both at the end of that period and at the beginning of the preceding fiscal year. In addition, supplies and other sales decreased $6.2 million, catalog revenue decreased $2.4 million, installation and service fees decreased $0.8 million and product extended warranty sales decreased $0.2 million.

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Costs Applicable to Revenues

        Costs applicable to revenues totaled $295.4 million in 2009, a decrease of $27.4 million or 8.5% from 2008.

        Membership services costs and expenses decreased by $5.9 million or 6.5% to $84.8 million for 2009. This decrease consisted of a $2.2 million reduction in wage-related expenses, a $1.2 million reduction in member publication costs, a $1.1 million reduction in vehicle insurance costs associated with lower revenue, a $1.1 million reduction in dealer program marketing costs related to reduced revenue, a $1.6 million reduction related to various other marketing, overhead and ancillary product cost decreases, a $0.6 million decrease in member events costs related to reduced revenue, and a $0.3 million reduction of marketing and program costs associated with the Coast to Coast Club and the Golf Card Club. These decreases were partially offset by a $1.1 million increase associated with the extended vehicle warranty program primarily related to program costs, and a $1.1 million cost increase for emergency road service programs primarily related to claims costs.

        Media costs and expenses of $46.1 million for 2009 decreased approximately $15.1 million or 24.6% compared to 2008. This decrease was attributable to a $4.9 million reduction in wage-related expenses, a $4.0 million cost reduction in the outdoor powersports magazines primarily related to a reduction in the number of issues published, a $2.3 million reduction related to consumer show costs, including reduced site rental, outside services and promotion expense related to fewer exhibitors, a $2.0 million reduction in production and advertising costs of the RV magazines, a $1.0 million reduction in costs associated with reduced annual directory and campground guide revenue, a $0.3 million reduction associated with the cancellation of regional campground publications, and a $0.6 million reduction in other marketing and overhead expenses.

        Retail costs applicable to revenues decreased $6.4 million or 3.7% to $164.5 million primarily due to reduced same store revenue. The retail gross profit decreased by $14.1 million, with gross margin as a percent of revenues decreasing from 41.3% in 2008 to 39.2% in 2009 due primarily to a new, discounted "value pricing" strategy adopted on over 1,000 products and price increases from key vendors.

Operating Expenses

        Selling, general and administrative expenses of approximately $128.9 million for 2009 decreased $13.8 million or 9.7% from 2008. This decrease was largely attributable to a $13.5 million decrease in retail general and administrative expenses primarily consisting of decreases in selling and labor expenses. In addition, wage-related expense savings were $1.5 million in the other two segments, the consumer shows group in the media segment had a $0.5 million reduction in general and administrative expenses related to discontinued consulting agreements and management fees, and other expenses were reduced $0.6 million. These decreases were partially offset by a $2.3 million increase in professional fees related primarily to the extension of the maturity date of our then in effect senior credit facility, which was due March 31, 2010, and a second lien loan due July 31, 2010, which have since been repaid.

        Based on management's evaluation that determined that the carrying value of the goodwill associated with the media segment exceeded its estimated fair value, we recorded a non-cash goodwill impairment charge of $46.9 million in the third quarter of 2009 related to our RV and powersports publications. Also based on management's evaluation, prepared in anticipation of the potential sale of Camping World, it was determined that the carrying value of the goodwill associated with Camping World exceeded the estimated fair value of Camping World. Accordingly, we recorded a non-cash goodwill impairment charge of $47.6 million in the third quarter of 2008. Camping World encompasses the entire retail segment and, to a lesser extent, part of the membership services segment. We further recorded an $81.0 million non-cash long-lived asset impairment charge in the third quarter of 2008

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relating to the carrying value of the preferred interest in FreedomRoads held by a wholly-owned indirect subsidiary of our subsidiary Camping World, Inc., exceeding its estimated fair value.

        We incurred a financing expense of $2.6 million in 2009 for legal and other costs associated with the amendment to our then effective senior credit facility in June, 2009, which were expensed in accordance with accounting guidance for debtors accounting for a modification or exchange of debt instruments.

        Depreciation and amortization expenses of $21.1 million were approximately $1.2 million higher than in 2008 due primarily to increased amortization related to the refinancing of our then current senior credit facility and increased depreciation associated with new retail stores, partially offset by reduced amortization of intangible assets associated with the recent acquisitions.

Loss from Operations

        Loss from operations for 2009 was approximately $23.1 million compared to a loss from operations of $87.8 million for 2008. This $64.7 million reduction in loss was primarily the result of the $81.0 million asset impairment charge in 2008 and a $0.7 million net decrease in goodwill impairment charges from the 2008 period to the 2009 period, partially offset by $2.6 million of financing expense in 2009. Operationally, the remaining loss resulted from reduced gross profit for the retail, media and membership services segments of $14.1 million, $8.3 million and $4.6 million, respectively, and increased depreciation and amortization expenses of $1.2 million, partially offset by reduced selling, general and administrative expenses of $13.8 million.

Non-Operating Items

        Net non-operating items for 2009 were $26.2 million, a decrease of $0.2 million from 2008. This expense reduction was primarily attributable to a $4.7 million gain on the purchase of $14.6 million of AGI Senior Notes in the second quarter of 2009, and a net gain on derivative interest rate swap agreements of $3.1 million. These reductions were partially offset by a $6.7 million increase in net interest expense resulting from increased average interest rates in 2009, a $0.6 million increase in other non-operating expenses and a $0.3 million increase in loss on sale of equipment.

Loss before Income Taxes

        Loss before income taxes for 2009 was $49.3 million compared to a loss before income taxes of approximately $114.1 million in 2008. This $64.9 million decrease in loss from the prior year was attributable to the $64.7 million reduction in loss from operations in 2009 from 2008, and a reduction in non-operating items of approximately $0.2 million.

Income Tax Benefit

        We recorded $10.4 million of income tax benefit for 2009, compared to a $2.2 million income tax benefit for 2008. The difference is due to the decrease in previously unrecognized tax benefits, reversal of accrued interest and penalties related to the previously unrecognized tax benefits, and decrease in the valuation allowance against deferred tax assets.

Net Loss

        Net loss for 2009 was approximately $38.9 million compared to $112.0 million for 2008 mainly due to the reasons discussed above.

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Segment (Loss) Profit

        Membership services segment profit of $47.6 million in 2009 decreased by $4.0 million, or 7.8% from 2008. This decrease was largely attributable to a $4.5 million reduction in segment profit relating primarily to reduced brand usage licensing fees, a $1.7 million reduction in emergency road service profit relating to increased claims, a $1.2 million decrease in segment profit due to reduced member enrollment in the Coast to Coast Club and Golf Card Club, a $1.1 million decrease in member publication segment profit primarily relating to reduced advertising revenue in the club publications and a $0.6 million reduction in member event profit, partially offset by a $3.2 million increase in profit from the extended vehicle warranty program, associated with increased revenue, a $1.1 million increase in profit from our vehicle insurance products and an $0.8 million decrease in overhead expenses.

        Media segment loss for 2009 was $43.9 million compared to a $9.2 million segment profit in 2009. This $53.1 million, or 575.7%, decrease in the media segment was primarily due to a non-cash goodwill impairment charge of $46.9 million in the third quarter of 2009 related to our RV and powersports publications, a $5.0 million decrease in segment profit from the RV-related publications primarily attributable to reduced advertising revenue, a $1.4 million decrease in segment profit from our consumer shows group primarily related to reduced exhibitor revenue, and a $0.9 million decrease in segment profit from our outdoor powersports magazine group, primarily attributable to reduced advertising revenue and fewer issues published. These decreases were partially offset by a $0.7 million reduction in overhead expenses and a $0.4 million segment profit increase for annual directories.

        Retail segment loss for 2009 of $11.4 million decreased $134.3 million, or 92.2% from 2008. This reduced segment loss resulted primarily from an $81.0 million non-cash long-lived asset impairment charge in the third quarter of 2008 relating to the carrying value of the preferred interest in FreedomRoads, a non-cash goodwill impairment charge of $47.6 million in the third quarter of 2008 related to the potential sale of Camping World, a $13.5 million decrease in selling, general and administrative expenses and an $8.3 million reduction in allocated interest expense. These segment increases were partially offset by a $14.7 million decrease in segment gross profit, a $0.6 million increase in depreciation and amortization expense, $0.6 million of financing expense in 2009, and a $0.2 million loss on sale of retail equipment.

Liquidity and Capital Resources

        We have historically operated with a working capital deficit. We had working capital of $10.6 million as of December 31, 2010 and a working capital deficit of $7.6 million at December 31, 2009. The primary reason for the low levels of working capital is the deferred revenue and gains reported under current liabilities of $56.6 million and $60.7 million as of December 31, 2010 and 2009, respectively. Deferred revenue is primarily comprised of cash collected for club memberships in advance of services to be provided which is deferred and recognized as revenue over the life of the membership. We use net proceeds from this deferred membership revenue to lower our long-term borrowings and finance our working capital needs. At December 31, 2009, $8.1 million of our cash was classified as restricted as it was used to secure letters of credit and performance bonds, and no cash restriction was required at December 31, 2010.

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Contractual Obligations and Commercial Commitments

        The following table reflects our contractual obligations and commercial commitments at December 31, 2010. The table below includes principal and future interest due under our debt agreements based on interest rates as of December 31, 2010 and assumes debt obligations will be held to maturity.

 
  Payments Due by Period (in thousands)  
 
  Total   2011   2012   2013   2014   2015   Thereafter  

Debt and future interest

  $ 556,519   $ 43,253   $ 54,118   $ 45,557   $ 50,393   $ 43,091   $ 320,107  

Operating lease obligations

    213,317     22,555     20,744     18,580     17,849     16,937     116,652  

Deferred compensation

    3,074     695     1,025     1,025     329          

Other commercial commitments

                                           
 

Letters of credit

    6,551     6,551                      
                               

Grand total

  $ 779,461   $ 73,054   $ 75,887   $ 65,162   $ 68,571   $ 60,028   $ 436,759  
                               

11.50% Senior Secured Notes due 2016

        On November 30, 2010, the Company issued $333.0 million of 11.5% senior secured notes due 2016 (the "Senior Secured Notes") at an original issue discount of 2.1%. Interest on the Senior Secured Notes is due each December 1 and June 1 commencing June 1, 2011. The Senior Secured Notes mature on December 1, 2016. The Company used the net proceeds of $326.0 million from the issuance of the Senior Secured Notes: (i) to irrevocably redeem or otherwise retire all of our outstanding 9% senior subordinated notes due 2012 (the "AGI Senior Notes") in an approximate amount (including accrued interest through but not including November 30, 2010) of $142.5 million; (ii) to permanently repay all of the outstanding indebtedness under our then senior secured credit facility (the "2010 Senior Credit Facility") in an approximate amount (including call premium and accrued interest through but not including November 30, 2010) of $153.4 million; (iii) to make a $19.6 million distribution to our direct parent, Affinity Group Holding, Inc., ("Parent"), to enable Parent, together with other funds contributed to the Parent, to redeem, repurchase or otherwise acquire for value and satisfy and discharge all of its outstanding 107/8% senior notes due 2012 (the "AGHI Notes"); and (iv) to pay related fees and expenses in connection with the foregoing transactions and to provide for general corporate purposes. As of December 31, 2010, an aggregate of $333.0 million of Senior Secured Notes remain outstanding.

        The Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of our existing and future domestic restricted subsidiaries. All of the Company's subsidiaries other than CWFR Capital Corp. ("CWFR") are designated as restricted subsidiaries, and CWFR constitutes our only "unrestricted subsidiary". In the event of a bankruptcy, liquidation or reorganization of the unrestricted subsidiary, holders of the indebtedness of the unrestricted subsidiary and their trade creditors are generally entitled to payment of their claims from the assets of the unrestricted subsidiary before any assets are made available for distribution to us. As a result, with respect to assets of unrestricted subsidiaries, the Senior Secured Notes are structurally subordinated to the prior payment of all of the debts of such unrestricted subsidiaries.

        The indenture governing the Senior Secured Notes (the "Senior Secured Notes Indenture") limits the Company's ability to, among other things, incur more debt, pay dividends or make other distributions to our Parent, redeem stock, make certain investments, create liens, enter into transactions with affiliates, merge or consolidate, transfer or sell assets and make capital expenditures.

        Subject to certain conditions, we must make an offer to purchase some or all of the Senior Secured Notes with the excess cash flow offer amount (as defined in the indenture) determined for

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each applicable period, commencing with the annual period ending December 31, 2011, and each June 30 and December 31 thereafter, at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase.

        The Senior Secured Notes and the related guarantees are our and the guarantors' senior secured obligations. The Senior Secured Notes (i) rank senior in right of payment to all of our and the guarantors' existing and future subordinated indebtedness, (ii) rank equal in right of payment with all of our and the guarantors' existing and future senior indebtedness other than the obligations of Camping World and its subsidiaries under the credit agreement dated March 1, 2010 ("CW Credit Facility") and future replacements of that facility, (iii) are structurally subordinated to all future indebtedness of our subsidiaries that are not guarantors of the Senior Secured Notes and (iv) are effectively subordinated to the CW Credit Facility and any future credit facilities in replacement thereof to the extent of the value of the collateral securing indebtedness under such facilities.

The CW Credit Facility

        On March 1, 2010, our wholly-owned subsidiary, Camping World, Inc. ("Camping World") entered into the CW Credit Facility providing for an asset based lending facility of up to $22.0 million, of which $10.0 million is available for letters of credit and $12.0 million is available for revolving loans. The CW Credit Facility initially matured on the earlier of March 1, 2013, 60 days prior to the date of maturity of the 2010 Senior Credit Facility, or 120 days prior to the earlier date of maturity of the AGI Senior Notes (as defined herein) and the AGHI Notes. Interest under the revolving loans under the CW Credit Facility floated at either 3.25% over the base rate (defined as the greater of the prime rate, federal funds rate plus 50 basis points or 1 month LIBOR) for borrowings whose interest is based on the prime rate or 3.25% over the LIBOR (defined as the greater of LIBOR applicable to the period of the respective LIBOR borrowings) for borrowings whose interest is based on LIBOR. On December 30, 2010, the CW Credit Facility was amended to extend the maturity to September 1, 2014, to decrease the interest rate margin to 2.75%, to remove the 1% LIBOR floor, to increase the revolving loan commitment amount from $12 million to $20 million, with a $5 million sublimit for letters of credit, and to decrease the letters of credit commitment from $10 million to $5 million. As of December 31, 2010, the average interest rate on the CW Credit Facility was 2.75%. Borrowings under the CW Credit Facility are based on the borrowing base of eligible inventory and accounts receivable of Camping World and its subsidiaries. As of December 31, 2010, $6.0 million of CW Credit Facility remains outstanding and $6.6 million of letters of credit were issued.

        The CW Credit Facility contains affirmative covenants, including financial covenants, and negative covenants. Borrowings under the CW Credit Facility are guaranteed by the direct and indirect subsidiaries of Camping World and are secured by a pledge on the stock of Camping World and its direct and indirect subsidiaries and liens on the assets of Camping World and its direct and indirect subsidiaries. The administrative agent under the CW Credit Facility, the collateral agent under the Senior Secured Notes Indenture, the Company, and certain guarantor subsidiaries of the Company have entered into the intercreditor agreement that governs their rights to the collateral pledged to secure the respective indebtedness of the Company and the guarantors pursuant to the CW Credit Facility and the Senior Secured Notes Indenture.

        The Senior Secured Notes Indenture and the CW Credit Facility contain certain restrictive covenants relating to, but not limited to, mergers, changes in the nature of the business, acquisitions, additional indebtedness, sale of assets, investments, and the payment of dividends subject to certain limitations and minimum operating covenants. We were in compliance with all debt covenants at December 31, 2010.

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2010 Senior Credit Facility

        On March 1, 2010, the Company entered into the Second Amended and Restated Credit Agreement (the "2010 Senior Credit Facility") to refinance the Amended and Restated Credit Agreement and the Senior Secured Floating Rate Note Purchase Agreement dated June 24, 2003, as amended, ("2003 Senior Credit Facility") ($128.9 million aggregate principal amount outstanding as at December 31, 2009) which was scheduled to mature on March 31, 2010, the second lien loan ("Second Lien Loan") ($9.7 million aggregate principal amount outstanding as at December 31, 2009) due July 31, 2010, and the loans from SA Holding, LLC ("SA Loans") ($1.0 million principal amount outstanding as at December 31, 2009). The 2010 Senior Credit Facility provided for term loans aggregating $144.3 million, including an original issue discount of 2%, that are payable in quarterly installments of $360,750 beginning March 1, 2011. On November 30, 2010, the 2010 Senior Credit Facility was paid in full from the proceeds of the Senior Secured Notes.

2003 Senior Credit Facility

        On June 24, 2003, the Company entered into the 2003 Senior Credit Facility. The 2003 Senior Credit Facility was subsequently amended on March 3, 2006, June 8, 2006, February 27, 2007 and June 5, 2009, and provides for term loans ("Term Loans") in the aggregate of $140.0 million and a revolving credit facility of $25.0 million. The 2003 Senior Credit Facility was secured by virtually all of AGI's assets and a pledge of AGI's stock and the stock of AGI's subsidiaries. On March 1, 2010, the 2003 Senior Credit Facility was paid in full from a portion of the borrowings under the 2010 Senior Credit Facility.

Second Lien Loan

        Concurrent with the June 5, 2009 amendment to the 2003 Senior Credit Facility, AGI obtained the Second Lien Loan, the net proceeds of which were used to purchase $14.6 million in principal amount of AGI Senior Notes. The Second Lien Loan carried an interest rate of 9.0% and was scheduled to mature on July 31, 2010. On March 1, 2010, the Second Lien Loan was paid in full from the proceeds of the 2010 Senior Credit Facility.

Shareholder Loans

        The June 5, 2009 Amendment to the 2003 Senior Credit Facility also required the commitment of Stephen Adams, AGHI's ultimate shareholder, to cause loans to be made to AGI in amounts equal to the cash interest payments on $16.0 million in aggregate principal amount of the term loans. In connection with that requirement, on June 10, 2009, AGI entered into a loan agreement with SA Holding, LLC, ("SA Holding"), which is owned by Stephen Adams, pursuant to which SA Holding agreed to loan to AGI (the "SA Loans") in amounts equal to the cash interest payments on $16.0 million in aggregate principal amount of term loans. The outstanding SA Loans of $1.0 million matured and were repaid on March 1, 2010 from a portion of the 2010 Senior Credit Facility.

AGI Senior Notes

        In February 2004, the Company issued $200.0 million aggregate principal amount of 9% Senior Subordinated Notes due 2012 (the "AGI Senior Notes"). The Company completed a registered exchange of the AGI Senior Notes under the Securities Act of 1933 in August 2004. On June 8, 2006, AGI amended its 2003 Senior Credit Facility to permit AGI to purchase up to $30.0 million of the AGI Senior Notes from time to time as and when the Company determined. AGI purchased $29.9 million of the AGI Senior Notes at various times from June 2006 through August 2006. On February 27, 2007, the Company amended the 2003 Senior Credit Facility to extend the maturity of the revolving credit facility from June 24, 2008 to June 24, 2009, increase the consolidated senior leverage

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ratio from 1.9 to 3.5 times EBITDA, as defined, and fix the consolidated total leverage ratio at 5.0 times EBITDA, as defined. The amendment also permitted the Company to repurchase up to an additional $50.0 million of the AGI Senior Notes from time to time as and when the Company determined through the issuance of additional term loans of up to $50.0 million. On March 8, 2007, the Company purchased $17.7 million of the AGI Senior Notes. The Company funded the purchase through the issuance of the $25.0 million in additional incremental term loans as permitted under the February 27, 2007 amendment to the 2003 Senior Credit Facility. The balance of the $25.0 million issued was used to pay down the Company's revolving credit facility by $6.5 million and to pay associated loan fees and transaction expenses. The AGI Senior Notes were repaid in full on November 30, 2010 from the proceeds of the Senior Secured Notes.

AGHI Notes

        On March 24, 2005 in a private placement, the Company's parent, AGHI, issued $88.2 million principal amount of its 107/8% senior notes due 2012 (the "AGHI Notes") at a $3.2 million original issue discount. AGHI completed a registered exchange of the AGHI Notes under the Securities Act of 1933 on June 8, 2005. The AGHI Notes were unsecured obligations of AGHI, and neither AGI nor its subsidiaries have guaranteed payment of principal or interest on the AGHI Notes. On November 30, 2010 AGI made a distribution to our Parent, to enable Parent, together with other funds contributed to the Parent, to redeem, repurchase or otherwise acquire for value and satisfy and discharge all of its outstanding AGHI Notes.

        In 2005, AGHI contributed the net proceeds from the issuance of the AGHI Notes, approximately $81.0 million, to the Company and in turn, the Company made an equity contribution to its wholly-owned subsidiary, Camping World. Camping World then made an equity capital contribution in the same amount to its wholly-owned subsidiary, CWI, Inc. ("CWI"). CWI created a new wholly-owned subsidiary named CWFR Capital Corp., a Delaware corporation ("CWFR") which is an "unrestricted subsidiary" as defined under the AGHI Notes and the Senior Secured Notes Indenture. Since CWFR is an unrestricted subsidiary, its operations are not restricted by either the Senior Secured Notes Indenture or the AGHI Notes. CWI made an equity capital contribution to CWFR in an equal amount to the capital contribution that CWI received from Camping World. CWFR used the proceeds from the equity capital contribution to acquire a preferred membership interest in FreedomRoads.

        In the third quarter of 2008, the Company recorded an impairment charge of $81.0 million that wrote down to zero the carrying value of the preferred interest (the "FreedomRoads Preferred Interest") held by an indirect subsidiary of Camping World in FreedomRoads Holding Company, LLC ("FreedomRoads"), a holding company whose subsidiaries sell and service new and used recreational vehicles. Management was assisted in determining the fair value of the FreedomRoads Preferred Interest by an independent third party valuation firm. The $81.0 million impairment charge was recorded as a result of declining performance of the recreational vehicle industry driven by overall weakening of the economy and a significant decline in consumer confidence, in addition to limited credit available to consumers interested in purchasing recreational vehicles.

Interest Rate Swap Agreements

        On October 15, 2007, the Company entered into a five-year interest rate swap agreement with a notional amount of $100.0 million from which it will receive periodic payments at the 3 month LIBOR-based variable rate (0.288% at December 31, 2010 based upon the October 31, 2010 reset date) and make periodic payments at a fixed rate of 5.135%, with settlement and rate reset dates every January 31, April 30, July 31, and October 31. The fair value of the swap was zero at inception. The Company entered into the interest rate swap to limit the effect of increases on our floating rate debt. The interest rate swap is designated as a cash flow hedge of the variable rate interest payments due on $100.0 million of the term loans issued June 24, 2003 under the 2003 Senior Credit Facility, and

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accordingly, gains and losses on the fair value of the interest rate swap agreement are reported in accumulated other comprehensive loss and reclassified to earnings in the same period in which the hedged interest payment affects earnings. The interest rate swap agreement expires on October 31, 2012. On March 19, 2008, the Company entered into a 4.5 year interest rate swap agreement effective April 30, 2008, with a notional amount of $35.0 million from which it will receive periodic payments at the 3 month LIBOR-based variable rate (0.288% at December 31, 2010 based upon the October 31, 2010 reset date) and make periodic payments at a fixed rate of 3.43%, with settlement and rate reset dates every January 31, April 30, July 31, and October 31. The interest rate swap was effective beginning April 30, 2008 and expires on October 31, 2012. The fair value of the swap contracts is included in Accrued Liabilities and Other Long-Term Liabilities in the consolidated balance sheets, and totaled $4.2 million and $3.5 million as of December 31, 2010 and $2.9 million and $5.3 million as of December 31, 2009, respectively.

        Due to the potential sale of Camping World in September 2008, a highly effective hedge on the $35.0 million outstanding debt by the $35.0 million notional amount interest rate swap agreement was deemed to be no longer probable and was deemed to be reasonably possible. As a result, changes in the value of the $35.0 million interest rate swap agreement are included in earnings beginning on October 1, 2008. Change in value from October 1, 2008 to December 31, 2008 was $2.4 million. On June 11, 2009, the Company partially terminated the $35.0 million interest rate swap, subject to a partial termination fee of $0.6 million which was expensed. The notional amount was reduced to $20.0 million. All other terms of the interest rate swap agreement remained unchanged. As a result, the amount included in other comprehensive income related to the $35.0 million interest rate swap was reduced pro rata and included in earnings as a gain (loss) on derivative instrument.

        Due to the issuance of an option to the shareholder of the ultimate parent of the Company to purchase Camping World, in the second quarter of 2009, which option was subsequently terminated, a portion of the highly effective hedge on the $100.0 million outstanding debt by the $100.0 million notional amount interest rate swap agreement was deemed to be no longer probable and was deemed to be reasonably possible. As a result, changes in the value of the last $20.0 million of the $100.0 million interest rate swap agreement are included in earnings beginning on June 5, 2009.

        Due to the issuance of fixed rate debt to replace the existing variable rate debt on November 30, 2010, the interest rate swaps no longer qualify as cash flow hedges as the underlying cash flows being hedged were no longer going to occur. As a result, the net loss on the fair value of the interest rate swap agreements included in other comprehensive loss of $6.5 million related to previously effective cash flow hedges as of November 30, 2010, was reclassified to earnings as gain (loss) on derivative instrument and all future changes in the fair value of the interest rate swaps will be included in earnings as gain (loss) on derivative instrument.

Other Contractual Obligations and Commercial Commitments

        In January 2008, AGI Productions, Inc. acquired nine consumer shows from MAC Events, LLC for $3.4 million. As part of the purchase, the Company issued $0.4 million of debt and assumed $0.6 million in liabilities. In February 2008, AGI Productions, Inc. acquired three consumer shows from Mid America Expositions, Inc. for $1.6 million. As part of the purchase, the Company issued $0.5 million in debt and assumed $0.5 million in liabilities. As of December 31, 2010, an aggregate of $0.1 million of assumed debt from these transactions was outstanding.

        During 2010, we incurred $3.1 million of deferred executive compensation expense under our phantom stock agreements and made no payments on mature phantom stock agreements. The Company expects to pay $0.7 million of phantom stock payments in 2011.

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        Capital expenditures for 2010 totaled $4.5 million compared to capital expenditures of $3.2 million in 2009. Capital expenditures are anticipated to be approximately $3.7 million for 2011, primarily for information technology upgrades and software enhancements.

Factors Affecting Future Performance

        Our financial operations have been affected by the recent economic downturn. Other factors that could adversely affect our operations include increases in operating costs, fuel shortages and substantial increases in propane and gasoline prices. Such events could cause declines in advertisements, club enrollment and retail spending. We are unable to predict at what point fluctuating fuel prices may begin to adversely impact revenues or cash flow. We believe we will be able to partially offset any cost increases with price increases to our members along with certain cost reducing measures.

Seasonality

        Our cash flow is highest in the summer months due to the seasonal nature of the retail segment, membership renewals and advertising prepayments for the annual directories.

Critical Accounting Policies

General

        Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to membership programs and incentives, bad debts, inventories, intangible assets, employee health insurance benefits, income taxes, restructuring, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

        We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition

        Merchandise revenue is recognized when products are sold in the retail stores, shipped for mail and Internet orders, or when services are provided to customers. Emergency Road Service ("ERS") revenues are deferred and recognized over the life of the membership. ERS claim expenses are recognized when incurred. Royalty revenue is earned under the terms of an arrangement with a third party credit card provider based on a percentage of the Company's outstanding credit card balances with such third party credit card provider. Membership revenue is generated from annual, multi-year and lifetime memberships. The revenue and expenses associated with these memberships are deferred and amortized over the membership period. For lifetime memberships, an 18-year period is used, which is the actuarially determined estimated fulfillment period. Promotional expenses, consisting primarily of direct mail advertising, are deferred and expensed over the period of expected future benefit, typically three months based on historical actual response rates. Renewal expenses are expensed at the time related materials are mailed. Recognized revenues and profit are subject to revisions as the membership progresses to completion. Revisions to membership period estimates would change the amount of income and expense amortized in future accounting periods.

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        Newsstand sales of publications and related expenses are recorded at the time of delivery, net of estimated provision for returns. Subscription sales of publications are reflected in income over the lives of the subscriptions. The related selling expenses are expensed as incurred. Advertising revenues and related expenses are recorded at the time of delivery. Subscription and newsstand revenues and expenses related to annual publications are deferred until the publications are distributed. Revenues and related expenses for consumer shows are recognized when the show occurs.

Accounts Receivable

        We estimate the collectability of our trade receivables. A considerable amount of judgment is required in assessing the ultimate realization of these receivables including the current credit-worthiness of each customer. Changes in required reserves have been recorded in recent periods and may occur in the future due to the market environment.

Inventory

        We state inventories at the lower of cost or market. In assessing the ultimate realization of inventories, we are required to make judgments as to future demand requirements and compare that with the current or committed inventory levels. We have recorded changes in required reserves in recent periods due to changes in strategic direction, such as discontinuances of product lines as well as changes in market conditions due to changes in demand requirements. It is possible that changes in required inventory reserves may continue to occur in the future due to the market conditions.

Long-Lived Assets

        Purchased intangible assets with finite lives are amortized using the straight-line method over the estimated economic lives of the assets, ranging from one to fifteen years.

        Long-lived assets, such as property, plant and equipment and purchased intangible assets with finite lives are evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable in accordance with Financial Accounting Standards Board guidance on accounting for the impairment or disposal of long-lived assets. We assess the fair value of the assets based on the future cash flow the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flow expected to result from the use of the asset plus net proceeds expected from disposition of the asset (if any) are less than the carrying value of the asset. When an impairment is identified, we reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, comparable market values. In the third quarter of 2008, the Company recorded an impairment charge of $81.0 million that wrote down to zero the carrying value of the preferred interest (the "FR Preferred") in FreedomRoads Holding Company, LLC ("FreedomRoads"), an affiliated holding company whose subsidiaries sell and service new and used recreational vehicles, held by CWFR, an indirect subsidiary of Camping World which is an unrestricted subsidiary under the Senior Secured Notes Indenture. Management was assisted in determining the non-cash goodwill impairment charge by an independent third party valuation firm. The $81.0 million impairment charge was recorded as a result of declining performance of the recreational vehicle industry driven by overall weakening of the economy and a significant decline in consumer confidence, in addition to limited credit available to consumers interested in purchasing recreational vehicles. We determined there were no indicators of impairment of long-lived assets as of December 31, 2010.

        We have evaluated the remaining useful lives of our finite-lived purchased intangible assets to determine if any adjustments to the useful lives were necessary or if any of these assets had indefinite lives and were therefore not subject to amortization. We determined that no adjustments to the useful lives of our finite-lived purchased intangible assets were necessary. The finite-lived purchased intangible

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assets consist of membership customer lists, non-compete and deferred consulting agreements and deferred financing costs which have weighted average useful lives of approximately 6 years, 15 years and 6 years, respectively.

Indefinite-Lived Intangible Assets

        We evaluate indefinite-lived intangible assets for impairment at least annually or when events indicate that an impairment exists. The impairment tests for goodwill and other indefinite-lived intangible assets are assessed for impairment using fair value measurement techniques. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with the net book value (or carrying amount), including goodwill. If the fair value of the reporting unit exceeds the carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of the reporting unit exceeds the fair value, or if another indicator of impairment exists, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination, accordingly the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit.

        Determining the fair value of a reporting unit under the first step of the goodwill impairment test and determining the fair value of individual assets and liabilities of a reporting unit under the second step of the goodwill impairment test is judgmental in nature and often involves the use of significant estimates and assumptions. These estimates and assumptions could have a significant impact on whether or not an impairment charge is recognized and also the extent of such charge. Our estimates of fair value utilized in goodwill and other indefinite-lived intangible asset tests may be based upon a number of factors, including assumptions about the projected future cash flows, discount rate, growth rate, determination of market comparables, technological change, economic conditions or changes to our business operations. Such changes may result in impairment charges recorded in future periods.

        The fair value of our reporting units is annually determined using a combination of the income approach and the market approach. Under the income approach, the fair value of a reporting unit is calculated based on the present value of estimated future cash flows. Future cash flows are estimated by us under the market approach, fair value is estimated based on market multiples of revenue or earnings for comparable companies.

        In the third quarter of 2009, the Company noted continued decline in advertising revenue compared to historical trends, in the operations of our RV and powersports publications, as well as flat to moderate projected growth in future advertising revenue as a result of continued deterioration of general economic conditions and consumer confidence. Based on the above, the Company determined that there were identified interim indicators of impairment within these reporting units in the Media segment.

        The Company performed an impairment test of the goodwill and intangible assets of the reporting units of our RV and powersports publications. The impairment test indicated that the estimated fair value of these reporting units were less than book value. The excess of the carrying value over the estimated fair value of the these reporting units was primarily due to a decline in advertising revenue leading to lower expected future cash flows for these reporting units. In determining the fair value, the Company used an income valuation approach.

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        In performing the second step of the goodwill impairment test, the Company allocated the estimated fair values of the reporting units of our RV and powersports publications determined in step one of the impairment test, to the assets and liabilities of the respective reporting unit in accordance with the accounting guidance for business combinations. The Company determined the impairment for these units to be equal to the carrying value of its goodwill, or $46.9 million. The Company recorded an impairment charge of $46.9 million in the third quarter of 2009 related to these units, which is part of the Media segment. The Media segment goodwill was reduced to zero.

        In the third quarter of 2008, the Company noted continued reduction in same store sales at Camping World as well as deterioration of general economic conditions and consumer confidence. Based on the above, the Company determined that there were identified indicators of impairment within the Camping World reporting unit.

        Management was assisted in determining that the estimated fair value of the Camping World reporting unit was less than book value by an independent third party valuation firm. The excess of carrying value over the estimated fair value of the Camping World reporting unit was primarily due to the decline in the recreational vehicle and camping retail markets leading to lower expected future cash flows for the business and lower market comparables. In determining the fair value, the Company used a weighted average of the income valuation approach and market valuation approaches. The Company recorded an impairment charge of $47.6 million in the third quarter of 2008 related to Camping World, which is part of the retail segment. The Retail segment goodwill was reduced to zero. See "Long-Lived Assets" under Critical Accounting Policies.

        We performed an annual goodwill impairment test for 2010 as required and there were no goodwill impairment indicators for our other reporting units. Based on the results of the annual impairment tests, we determined that no indicators of goodwill impairment existed for the other reporting units as of December 31, 2010. However, future goodwill impairments tests could result in a charge to earnings. We will continue to evaluate goodwill on an annual basis and whenever events and changes in circumstances indicate that there may be a potential impairment.

Self-insurance Program

        Self-insurance accruals for workers compensation and general liability programs are calculated by outside actuaries and are based on claims filed and include estimates for claims incurred but not yet reported. Projections of future loss are inherently uncertain because of the random nature of insurance claim occurrences and could be substantially affected if future occurrences and claims differ significantly from these assumptions and historical trends.

Derivative Financial Instruments

        As discussed in Note 8—Interest Rate Swap Agreements in the Consolidated Financial Statements, the Company accounts for derivative instruments and hedging activities in accordance with new accounting guidance for accounting for derivative instruments and hedging activities. All derivatives are recognized on the balance sheet at their fair value. On the date that the Company enters into a derivative contract, management formally documents all relationships between hedging instruments and hedged items, as well as risk management objectives and strategies for undertaking various hedge transactions.

        Changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a cash flow hedge (a "swap"), to the extent that the hedge is effective, are recorded in accumulated other comprehensive loss, until earnings are affected by the variability of cash flows of the hedged transaction. The Company measures effectiveness of the swap at each quarter end using the Hypothetical Derivative Method. Under this method, hedge effectiveness is measured based on a comparison of the change in fair value of the actual swap designated as the hedging instrument and the

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change in fair value of the hypothetical swap which would have the terms that identically match the critical terms of the hedged cash flows from the anticipated debt issuance. The amount of ineffectiveness, if any, recorded in earnings would be equal to the excess of the cumulative change in the fair value of the swap over the cumulative change in the fair value of the plain vanilla swap lock, as defined in the accounting literature. Once a swap is settled, the effective portion is amortized over the estimated life of the hedge item.

        The Company utilizes derivative financial instruments to manage its exposure to interest rate risks. The Company does not enter into derivative financial instruments for trading purposes.

        Due to the issuance of fixed rate debt to replace the existing variable rate debt in November 2010, the interest rate swaps no longer qualify as cash flow hedges. As a result, the net loss included in other comprehensive loss of $6.5 million as of November 30, 2010 was reclassified to earnings and all future changes in the fair value of the interest rate swaps will be included in earnings.

Income Taxes

        Significant judgment is required in determining the Company's tax provision and in evaluating its tax positions. The Company establishes accruals for certain tax contingencies when, despite the belief that the Company's tax return positions are fully supported, the Company believes that certain positions may be challenged and that the Company's positions may not be fully sustained. The tax contingency accruals are adjusted in light of changing facts and circumstances, such as the progress of tax audits, case law and emerging legislation. The Company's tax provision includes the impact of tax contingency accruals and changes to the accruals, including related interest and penalties, as considered appropriate by management.

New Accounting Standards

        In January 2010, the Financial Accounting Standards Board ("FASB") issued new accounting guidance on fair value measurements. The new guidance impacts certain disclosures about fair value measurements. The new guidance was effective beginning in the first quarter of 2010. The adoption of this new guidance resulted in additional disclosures and did not have a material effect on our consolidated results of operations or financial position.

Quantitative and Qualitative Disclosures about Market Risk

        We are exposed to market risks relating to fluctuations in interest rates. Our objective of financial risk management is to minimize the negative impact of interest rate fluctuations on our earnings and cash flows. Interest rate risk is managed through the use of a combination of fixed and variable interest debt as well as the periodic use of interest rate collar contracts.

        The following information discusses the sensitivity to our earnings. The range of changes chosen for this analysis reflects our view of changes which are reasonably possible over a one-year period. These forward-looking disclosures are selective in nature and only address the potential impacts from financial instruments. They do not include other potential effects which could impact our business as a result of these interest rate fluctuations.

Interest Rate Sensitivity Analysis

        At December 31, 2010, we had debt totaling $332.2 million, net of $6.9 million in original issue discount, comprised of $6.0 million of variable rate debt, and $326.2 million of fixed rate debt, comprised of $326.1 million of debt fixed, and approximately $0.1 million of purchase debt. Holding other variables constant (such as debt levels), the earnings and cash flow impact of a one-percentage point increase/ decrease in interest rates would have an unfavorable/ favorable impact less than $0.1 million.

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Credit Risk

        We are exposed to credit risk on accounts receivable. We provide credit to customers in the ordinary course of business and perform ongoing credit evaluations. Concentrations of credit risk with respect to trade receivables are limited due to the number of customers comprising our customer base. We currently believe our allowance for doubtful accounts is sufficient to cover customer credit risks.


Industry Overview

        According to the Recreation Vehicle Industry Association ("RVIA"), there are more than 12,000 RV-related businesses in the United States, with combined annual revenues of more than $37.5 billion, of which $5.2 billion represented the retail value of new RV shipments in 2009. The RV industry employs more than a quarter million people, and has a total payroll of approximately $4.9 billion. We believe that both the installed base of RVs and RV usage are the most important factors affecting the demand for our membership clubs, merchandise, products, services and publications.

        The University of Michigan produces a "National Survey of the RV Consumer" every five years (the "RV Survey"). The most recent study was completed in 2005 with the 2010 edition expected to be released in early 2011. Based on the RV Survey, the number of households owning RVs was approximately 6.9 million in 2001, 7.9 million in 2005 and is estimated to reach 8.5 million in 2010.

        The use of RVs and the demand for club memberships and related products and services may be influenced by a number of factors including general economic conditions, consumer credit availability, the availability and prices of propane and gasoline, and the total number of RVs. Historically, the installed base for RVs in the United States has been steadily increasing. The shipment figures for the last 13 years have also been consistently above 250,000, except for the last three years, which saw a drop in the figures that we believe was attributable to the recession. Today, there are several positive factors that indicate positive growth in the RV industry for the near future. After a decline in new unit shipments in 2008 and 2009, the 2010 unit shipments showed growth of 46.2%. RV wholesale shipments to retailers for 2010 totaled 242,300 units.

        There are two main categories of RVs, motorhomes (motorized units) and towables (units that are towed behind a car, van or pickup). Prices for new RVs are typically between $48,000 - $400,000 for motorhomes and $4,000 - $65,000 for towables.

        RV manufacturers are now producing more innovative models, such as lightweight towables and smaller, fuel-efficient motorhomes. In addition, green technologies such as solar panels and energy-efficient components are appearing on an increasing number of RVs.

        Despite fuel price increases, RV trips remain the least expensive type of vacation according to the PKF Study. According to the PKF Study, an RV vacation is typically 27% - 61% cheaper than other comparable types of vacations studied. While fuel costs are a component of the overall vacation cost, the PKF Study determined that the fluctuations in fuel prices should not be a significant factor affecting a family's decision to take RV trips.

        According to the RV Survey, the median age of RV owners was 49 in 2005 and RV ownership increases with age, reaching its highest percentage level among those 55 to 64 years old and its second highest percentage level among those 45 to 54 years old. In fact, high RV ownership rates now extend across a 40-year span from age 35-to-75, the RV Survey found. More RVs are owned by those in the 35-to-54 age group than any other group, according to the RV Survey. Nine percent of U.S. households headed by 35-to-54 year olds owned an RV in 2005, slightly exceeding the 8.6% ownership rates of those 55 and over. Those under age 35 posted the largest gains in RV ownership in the 2005 RV Survey. As a result, we believe the aging of the baby boomers will grow the pool of potential RV enthusiasts and owners. Furthermore, according to the U.S. Census Bureau, the over-45 population in the United States is expected to grow from approximately 121 million in 2010 to approximately

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156 million by 2030, which we believe should have a positive impact on RV ownership and usage. RV ownership is also concentrated in the western United States, an area in which the population growth rate continues to be greater than the national average according to the RV Survey. The RV Survey also indicates that RV ownership is associated with higher than average annual household income, which among RV owners was approximately $68,000 per annum as compared to the national average of $60,528 per annum in 2005, when the survey was conducted. Furthermore, 8% of families owning automobiles also owned an RV. The RVIA estimates that nationwide there are as many as 30 million RV enthusiasts, including RV renters.

        We believe that the demographic trend towards an aging population will have a favorable impact on RV ownership. The demographic profile of our typical club member follows that of the general population and thus we believe this will also have a favorable impact on demand for our club memberships and related products and services.


Business

The Company

        Affinity Group, Inc., the initial issuer of the old notes, was incorporated as a Delaware corporation in 1986 and converted into a Delaware limited liability company called Affinity Group, LLC on March 2, 2011. We are a leading direct marketer, specialty retailer and publisher targeting North American recreational vehicle ("RV") owners and outdoor enthusiasts. Our core audience is the estimated 30 million RV enthusiasts in North America and the approximately eight million households in North America that own at least one RV. Our unique business model is based on "affinity marketing," in which our membership club members and retail customers form a receptive audience to which we sell products, services, merchandise and publications targeted to their specific recreational interests. Through our long operating history dating back approximately 75 years, we have built a rich database of approximately eight million RV enthusiasts who have purchased our products or services, subscribed to our publications or have otherwise indicated an interest in the RV lifestyle.

        There are approximately 1.7 million dues paying members enrolled in our clubs. We currently have approximately four million in aggregate circulation and approximately 0.7 million paid circulation across our 27 publications.

        Our products date back to 1936, with the first publication of the Woodall's Campground Directory, followed by publication of Trailer Life magazine in 1941. The Good Sam Club was founded in 1966, the same year that the first Camping World location opened in Bowling Green, Kentucky. The Coast to Coast Club and the Golf Card Club were introduced in 1972 and 1974, respectively.

        On December 23, 1988, our predecessor acquired TL Enterprises, Inc. and Camp Coast to Coast, Inc., for approximately $138.0 million. These entities consisted of the businesses that we have developed into our Good Sam and Coast to Coast membership clubs, our RV-related publications (with the exception of the Woodall's titles) and our subscription-based products and services.

        From 1990 through 1997, we made a number of acquisitions that significantly expanded our scale and presence. In 1990, we acquired Golf Card International, Inc. for approximately $18.0 million. In May 1994, we acquired Woodall Publishing Company, L.P. and Woodall World of Travel, L.P. for approximately $11.5 million. In March 1997, our parent company at the time, issued $130.0 million of senior notes and contributed the proceeds to us as a capital contribution. We used the proceeds from that capital contribution to acquire Camping World, Inc. and Ehlert Publishing Group, Inc. for approximately $123.0 million and $22.3 million, respectively.

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        We operate through three complementary business segments that together provide what we believe is the most comprehensive product and service suite to the RV and outdoor enthusiast market:

    Membership Services:

    Membership Clubs:  Our membership clubs represent approximately 9% of revenues. We operate four primary membership clubs totaling over 1.7 million club members, including the two largest clubs in the RV market—Good Sam Club and President's Club. These clubs represent some of the most recognizable brands within the RV community and offer a wide variety of discounts and benefits, the average estimated value of which significantly exceeds the cost of membership. As a result, the membership clubs have experienced an average five year renewal rate of approximately 65%.

    Ventures:  Our ventures represent approximately 22% of revenues. Our club members, retail customers and publication subscribers form a receptive audience for us to offer our safety, finance and security products and services that enhance the RV experience, including (i) emergency road services, (ii) property and casualty insurance programs, (iii) mechanical breakdown insurance through our extended service plans ("ESP"), (iv) vehicle financing, (v) credit cards and (vi) emergency assistance. We have limited liability exposure, as the majority of our products and services are provided by third parties who pay us a marketing fee. Our products and services generate significant value, with average renewal rates in the 80% - 90% range over the last five years. Nearly two-thirds of club members add at least one of our other products or service offerings to their memberships.

    Retail:  Our retail segment, Camping World, represents approximately 57% of revenues. With a nationwide footprint of 79 Camping World retail and service stores in 32 states, we are the only national retailer of aftermarket parts and accessories and the largest national provider of repair and maintenance services exclusively serving the North American RV and outdoor industries. We believe that Camping World's leading position in the RV accessory industry results from a high level of brand recognition, an effective triple channel distribution strategy (stores, catalogs and online) that allows us to reach our customers at home or on the road and a commitment to offer a broad selection of specialized RV products and services combined with technical assistance and on-site installation.

    Media:  Our media segment represents approximately 12% of revenues. Through our publications and consumer events, the media segment helps create awareness of our brand in the RV community, attracts RV enthusiasts and owners and builds our customer database. We publish and distribute 27 specialty publications for select markets in the recreation and leisure industry, including general circulation periodicals, club magazines, campground directories, and RV industry trade magazines, with aggregate circulation of approximately four million and approximately 700,000 paid subscribers. In addition, we operate over 50 websites, primarily as companion sites to print publications that offer more detailed reference information. We believe that the targeted audience of each of our publications is an important factor in attracting advertisers, which include manufacturers of RVs and RV-related products, campground operators and large national RV dealerships as well as manufacturers of power sports vehicles and accessories. We also operate 30 consumer outdoor recreation shows at 22 venues in 18 cities, which are primarily RV, boat and sport shows. The total audience of RV, boating, powersports and outdoor recreation enthusiasts who attend our shows exceeds 250,000 annually.

The Industry

        We believe that both the size of the installed base of RVs and RV usage are the most important factors affecting the demand for our membership clubs, merchandise, products, services and publications. Our core audience is the roughly 30 million RV enthusiasts in North America and the

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approximately eight million installed base of RVs (defined as the total number of RVs currently in operation in the United States) as estimated by the RVIA. The installed base of North American RVs increased steadily at an average annual rate of 6% from 1991 to 2006, peaking at 390,500 units shipped in 2006. The lowest year for annual unit shipments since 1991 was 2009 at 165,700 units, but 2010 showed a 46.2% increase to 242,300 units shipped. Additionally, the total number of households owning RVs was approximately 6.9 million in 2001, 7.9 million in 2005 and was estimated to reach 8.5 million in 2010 according to the RV Survey.

        Another factor attributed by the RVIA to an increase in the installed base is the positive demographic trend that indicates RV ownership increases with age. According to the RV Survey, the median age of RV owners was 49 in 2005 and RV ownership increases with age, reaching its highest percentage level among those 55 to 64 years old and its second highest percentage level among those 45 to 54 years old. Furthermore, according to the U.S. Census Bureau, the over-45 population in the United States is expected to grow from approximately 121 million in 2010 to approximately 156 million by 2030, which we believe should have a positive impact on RV ownership and usage. RV ownership is also concentrated in the western United States, an area in which the population growth rate continues to be greater than the national average according to the RV Survey. The RV Survey also indicates that RV ownership is associated with higher than average annual household income, which among RV owners was approximately $68,000 per annum as compared to the national average of $60,528 per annum in 2005, when the survey was conducted.

        Furthermore, despite fuel price increases, RV trips remain the least expensive type of vacation according to the PKF Study. The PKF Study also noted that an RV vacation is typically 27% -61% cheaper than other comparable types of vacations studied. While fuel costs are a component of overall vacation costs, the PKF Study determined that fluctuations in fuel prices should not be a significant factor affecting a family's decision to take RV trips.

Credit Strengths

        We believe that our key credit strengths are as follows:

        Attractive Industry Demographics and Stable Installed Base.    Favorable demographic trends indicate that RV ownership should increase during the next several years. According to the RV Survey, overall RV ownership rates have historically been highest in the 45 - 64 age bracket, representing 19.4% of RV ownership. Also, the RV Survey estimates RV owning households will reach 8.5 million by 2010. We believe the aging of the baby boomers is projected to generate growth in the pool of potential RV consumers, with the over-45 population in the U.S. expected to grow from approximately 121 million in 2010 to approximately 156 million in 2030 according to the U.S. Census Bureau. In addition, RV owners have household incomes that generally exceed the national average. We believe that these demographics are attractive for advertisers and third-party providers of our products and services.

        Substantial Barriers to Entry.    We believe we hold a dominant market position within the RV industry due to our rich database of approximately eight million RV enthusiasts. We believe it would be prohibitively expensive to replicate the size and quality of information contained in our database. Through our marketing channels, we are able to collect valuable data on RV owners and enthusiasts and based on such data, we offer valuable products and services to a targeted audience that we believe will be highly likely to purchase our offerings. By offering products and services to a targeted audience we are able to lower our overall marketing costs, improve our profitability and reduce the price offered to consumers which improves our value proposition relative to our competitors. Within our membership club segment, Good Sam Club, which was founded in 1966, and President's Club, founded in 1985, are the largest RV membership clubs in North America. Within our retail segment, Camping World, which has grown to 79 retail stores since inception, is the largest and only national specialty retailer of merchandise accessories and services for RV owners and camping enthusiasts. Through publications and

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events, we are able to continually create awareness of our brands in the RV community and attract RV owners and enthusiasts.

        Nationwide Footprint.    Within our retail segment, Camping World is the largest and only national specialty retailer of merchandise accessories and services for RV owners and outdoor enthusiasts, with 79 retail stores in 32 states. In 2003, we began a strategy of expanding our footprint in order to more effectively serve our customers whether they are at home or on the road. We opened a total of 60 stores since that time, targeting high traffic, convenient sites located adjacent to major interstates, where customers live, or near major RV destinations.

        Comprehensive Product and Service Offerings Allow Us to Deliver Substantial Value to Our Members.    We believe our comprehensive suite of product and service offerings relative to our competition is a meaningful advantage that provides us greater leverage to negotiate benefits and discounts with third-party service providers for our members. The savings that are provided to our members as a result of these benefits and discounts have outweighed increases in membership dues. Our 1.7 million club members and the approximately nine million consumers in our proprietary database serve as a unique, receptive audience for direct marketing, which we believe significantly lowers customer acquisition costs relative to our competitors and facilitates cost-effective cross-selling. We believe our leading position within the retail market allows us to leverage our buying power, enabling us to purchase our inventory at what we believe are competitive prices. Our retail pricing strategy is to pass along our low merchandise costs to our customers.

        Stable Recurring Cash Flow.    Approximately 71% of our operating income, net of non-recurring, non-cash charges is generated through our non-retail business, which historically has provided a recurring income stream through a core base of loyal customers. Our four established membership clubs have an average five year renewal rate of approximately 65%, which we believe compares favorably to other subscription-based businesses. Similarly, our membership-based products and services have also historically experienced high renewal rates, averaging approximately 85% over the past five years for our largest product and service offerings, emergency road service ("ERS"), RV insurance and extended service plans.

        Significant Operating Leverage.    We have implemented a successful strategy to manage operations through the recent economic cycle. Our disciplined cost saving initiatives have included work force, payroll and employee benefit reductions, office consolidations, right sizing magazine titles, and procurement, marketing and selling expense savings, which we estimate have resulted in net savings of approximately $38.3 million during 2009 as compared to 2008, creating significant operating leverage and improving our cost position.

        Experienced and Successful Management Team.    With an average of fifteen years with our Company and an average of twenty-one years in the industry, our executive management team has a proven track record in direct marketing, retail and media in the RV industry. In addition to the recent successful implementation of cost saving initiatives, the team has developed substantial experience in increasing our target customer base, using strategic alliances to bolster product offerings that create value for our customers and increasing cross-selling opportunities for our high margin product offerings.

Business Strategy

        Maximize Customer Retention with Value-Added Product Offerings.    A key aspect of our strategy is to develop strong membership loyalty by providing an attractive value proposition for club members and offering add-on products specifically targeted to meet their needs as reflected by our strong customer renewal rates. Each of our four primary membership clubs provides our customers with tangible savings which substantially exceed the membership fee. On average, club members benefit by saving approximately five times the cost of their annual membership dues as a result of being able to

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purchase products and services at discounts made available through our clubs. We believe that the participation levels and renewal rates of club members reflect the benefits derived from their membership. To continue to improve customer renewal rates, we regularly evaluate member satisfaction and actively respond to changing member preferences through the enhancement or introduction of new membership benefits including products and services.

        Cross-Sell Products and Services to Existing Customers.    We proactively cross-sell our products and services across our customer base. For example, one of our core strategies is to offer our safety, finance and security products and services to our Good Sam Club members. We also use our customer database to cost-efficiently market Camping World products through catalogs and the Internet. At the same time, Camping World stores provide direct customer referrals and sales to our membership clubs, products and services. In addition, we use our publications to communicate with our core customer base and to promote our other business segments to existing club members and magazine readers. Our magazines contain relevant content as well as various forms of advertisements for our membership clubs, products and services.

        Continue to Enhance Service Offerings at Camping World.    We recently completed a multi-year capital investment of approximately $40 million in 60 new stores, a distribution center expansion and a systems upgrade, which not only expanded the Company's nationwide footprint and increased our ability to market products and services, but also enhanced efficiency and lowered distribution costs. We are focused on improving profitability by continuing to shift focus to the higher margin service and repair business while expanding service offerings.

        Continue to Enhance Digital Products.    We have developed the most comprehensive source of RV news and information on vehicles, the industry, trends and campgrounds through our RV.net and related websites. Our digital "companion" websites provide our subscribers with additional relevant information tailored to their interests, while providing us with another profitable advertising channel. We currently operate over 50 websites dedicated to the RV lifestyle including CampingWorld.com, a direct channel business which allows us to reach customers who are on the road or who do not live near a retail store.

Membership Clubs

        We operate primarily four membership clubs: the Good Sam Club, President's Club, Coast to Coast Club and Camp Club USA, for RV owners, campers and outdoor vacationers. The membership clubs provide a receptive audience to which we market our products and services.

        The following table sets forth the approximate number of members and annual membership fees as of December 31, 2010, and the approximate average annual renewal rate during the period of 2006 through 2010 for each club:

Membership Club
  Members as
of
December 31,
2010(1)
  Annual
Membership
Fees(2)
  Average
Annual
Renewal
Rate(3)
 

Good Sam Club

    866,100     $12 - $  30     60 %

President's Club

    745,600     $15 - $  20     72 %

Coast to Coast Club

    46,400     $90 - $140     67 %

Camp Club USA

    42,400     $40 - $  50     40 %

(1)
Includes multi-year and lifetime memberships.

(2)
For a single member, subject to special discounts and promotions.

(3)
Excludes members having lifetime memberships.

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        In addition to regular annual memberships, we also sell multi-year memberships. We believe that multi-year memberships provide several advantages, including the up-front receipt of dues in cash, reduced membership costs and a stronger member commitment.

Good Sam Club

        The Good Sam Club, founded in 1966, is a membership organization for RV owners. The Good Sam Club is the largest RV organization in North America with approximately 866,100 members and approximately 1,500 local chapters as of December 31, 2010. The average annual renewal rate for Good Sam Club members was approximately 60% during the period 2006 through 2010. We are focused on selling higher margin multi-year memberships which, among other advantages, reduces the cost of renewal membership. The average length of time for participation in the Good Sam Club is almost seven years with most club members purchasing annual memberships.

        Membership fees range from $12 to $30, depending on the term and type (acquisition or renewal). The benefits of club membership include: discounts for overnight stays at approximately 1,600 participating RV parks and campgrounds; discounts on the purchase of supplies and accessories for RVs at approximately 150 RV service centers; gas, fuel and food discounts; a free annual subscription to Highways, the club's regular news magazine; discounts on our other publications; trip routing and mail-forwarding; and access to products and services developed for club members. Based on typical usage patterns, we estimate that Good Sam Club members realize estimated annual savings from discounts of approximately $124.

        The Good Sam Club establishes quality standards for RV parks and campgrounds participating in its discount program. Campgrounds and parks participating in the Good Sam Club program benefit from increased occupancy and sales of camping related products. We believe we have established discount programs with a considerable portion of for-profit RV parks and campgrounds that meet our quality standards. We monitor our affiliated campgrounds and remove substandard facilities from our program to ensure that our brand image and reputation are not harmed.

        In 1992, we began selling lifetime memberships for the Good Sam Club. In 2010, the average price for a lifetime membership was $330 with 163,200 lifetime members registered as of December 31, 2010. Based on actuarial tables, we expect the average length of a lifetime membership to be 18 years.

        The following table lists the approximate number of club memberships, lifetime club memberships and RV parks and campgrounds at which discounts for members were available as of December 31 for the years 2006 through 2010:

 
  December 31,  
 
  2006   2007   2008   2009   2010  

Good Sam Club memberships(1)

    992,000     1,012,500     952,200     930,000     866,100  

Lifetime memberships

    143,000     146,400     150,900     157,700     163,200  

RV parks and campgrounds offering discounts to Good Sam Club members

    1,610     1,500     1,520     1,580     1,600  

(1)
Includes multi-year and lifetime memberships.

President's Club

        The President's Club program, which was established in 1985, is the discount buyer's club for Camping World and the second largest RV club worldwide (behind only our Good Sam Club). As of December 31, 2010, the President's Club had 745,600 members. The primary benefit offered to members of the President's Club is a 10% discount on all retail merchandise at Camping World stores. The President's Club offers us a cost effective method of acquiring customers who are likely to be

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receptive to our product and service offerings. We use the significant amount of information gathered when a customer signs up for membership in the President's Club to tailor product offers to his or her likely needs and interests. Additionally, we believe that the President's Club, much like a traditional customer loyalty program, serves to bolster sales at our Camping World stores.

        In addition to the 10% discount at Camping World stores, President's Club members also receive RV View, the club magazine, as well as special mailings, including newsletters and flyers offering selected products and services at special prices. Typically, we use the President's Club brand in the marketing of our products and services to these customers.

        President's Club memberships may initially be obtained for one, two or three years at a cost of $20, $40 or $50, respectively. We estimate that the average President's Club member realizes annual savings of approximately $33. The average annual renewal rate for members of the President's Club was 72% during the period from 2006 to 2010.

        The following table sets forth the approximate number of President's Club memberships and Camping World stores as of December 31 for the years 2006 through 2010:

 
  December 31,  
 
  2006   2007   2008   2009   2010  

President's Club memberships(1)

    680,300     738,500     718,500     755,300     745,600  

Camping World stores

    63     77     78     78     79  

(1)
Includes multi-year memberships.

Coast to Coast Club

        The Coast to Coast Club operates a long-established reciprocal use network of private RV resorts in North America. We offer a series of membership benefits depending upon pricing and program type under the Coast to Coast Club name. Members of the Coast to Coast Club belong to a private RV resort owned and operated by parties unrelated to us. Our club members may use the other resorts in the Coast to Coast Club network on a reservation or space available basis and obtain discounts from other non-private campgrounds. As of December 31, 2010, there were approximately 46,400 members in the Coast to Coast Club which had nationwide access to approximately 231 private RV resorts and a network of 190 public affiliated campgrounds that participated in the Coast to Coast Club reciprocal use programs. These private resorts are designed primarily for RV owners, but typically provide camping or lodging facilities, comprised of RVs, cabins, park models, and condominiums. The private resorts provide an RV site with water, sewer and electrical hook-ups and recreational amenities, such as swimming, tennis or fishing, or proximity to theme parks or other recreational activities. We have established quality criteria for resorts to join and remain in the Coast to Coast Club networks.

        For standard annual renewal dues from $89.95 for a single year membership to $559.80 for a multi-year membership, Coast to Coast Club members receive the following benefits: discounts for overnight stays at participating resorts and campgrounds; an annual subscription to Coast to Coast Magazine; the Coast to Coast Directory, which provides information on the participating resorts; discounts on our other publications; access to discount hotels and travel services; and access to ancillary products and services developed for our club members.

        We believe that resorts participating in the Coast to Coast Club networks view access to reciprocating member resorts as an incentive for their customers to join their resort. Because a majority of Coast to Coast Club members own RVs, access to participating resorts throughout North America can be an important complement to local resort membership. Based on typical use patterns, we estimate that Coast to Coast Club members realize estimated annual savings from these discounts of approximately $117. The average annual renewal rate for members of the Coast to Coast Club after the initial one-year membership (which is generally paid by the member resort not the club member) was approximately 67% during the period 2006 through 2010.

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        The following table sets forth the approximate number of memberships in the Coast to Coast Club, the approximate number of private resorts participating in the reciprocal use program, and the approximate number of public resorts extending discounts to Coast to Coast Club members as of December 31 for the years 2006 through 2010:

 
  December 31,  
 
  2006   2007   2008   2009   2010  

Coast to Coast Club memberships(1)

    78,900     69,600     60,200     53,700     46,400  

Participating private resorts

    301     241     239     238     231  

Participating public resorts

    228     210     211     189     190  

(1)
Includes multi-year memberships.

Camp Club USA

        Camp Club USA was launched January 2006 as a discount camping club offering a 50% discount on campsites. At December 31, 2010, we had approximately 42,400 members. Annual membership fees range from $39.95 to $49.95. Members receive a variety of benefits, including 50% savings at 1,154 campgrounds, an annual directory with maps, directions, amenities, monthly member giveaways, $50 cash for camping and travel tips, and a monthly eNewsletter with campground updates, features and travel tips. Based on surveys conducted by us, members realize savings at campgrounds ranging from $100 to $150 annually, which significantly exceeds the cost of membership.

        The following table sets forth the approximate number of memberships in the Camp Club USA members and participating campgrounds as of December 31 for the years 2006 through 2010:

 
  December 31,  
 
  2006   2007   2008   2009   2010  

Camp Club USA members

    22,900     38,100     41,200     41,300     42,400  

Participating campgrounds

    603     727     1,113     1,136     1,154  

Products and Services

        Our approximately 1.7 million club members provide a receptive audience to which we market our products and services. We promote products and services which either address special needs arising from the activities of our club members or appeal generally to persons within the demographic of our club members. The two products with the largest enrollment are the ERS and the vehicle insurance programs. Most of our safety, finance and security products and services are provided by third parties who pay us a marketing fee, with the exception of ERS where we assume the risk of incurred claims.

Emergency Road Service (ERS)

        We promote various ERS products through our membership clubs, as well as to non-club members. The ERS programs provide towing and roadside assistance for subscribers with annual dues ranging from $69.95 to $139.95. We developed ERS initially for Good Sam Club members in 1984, and, as of December 31, 2010, approximately 30% of Good Sam Club members were enrolled in the Good Sam Club ERS program. We currently market these products through direct mail, advertising in publications, campground directories, space ads, the Internet, telemarketing and direct sales.

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        The table below sets forth the approximate total enrollment in the various ERS programs as of December 31 for the years 2006 through 2010:

 
  December 31,  
 
  2006   2007   2008   2009   2010  

ERS Enrollment

    379,200     388,500     354,400     356,200     352,000  

Vehicle Insurance Programs

        We offer two vehicle insurance programs that offer cost-effective collision and liability insurance suitable to the demographic characteristics and vehicle usage patterns of our various club members. The Vehicle Insurance Program ("VIP") is marketed primarily to the members of Good Sam Club and Coast to Coast Club. The Motor Vehicle Program ("MVP") is marketed to President's Club members. As of December 31, 2010, the two programs had approximately 161,600 members, which represented a 12% and 4% penetration of the Good Sam Club and the President's Club, respectively. During the period 2006 to 2010, the average renewal rate of members participating in these insurance programs was approximately 91%. Our marketing fee revenue is based on the amount of written premiums and the insurance provider assumes all claim risks.

        The following table sets forth the total number of policies in force as of December 31 for the years 2006 to 2010, and the dollar amount of written premiums paid to insurance providers and the marketing fees generated for such periods:

 
  December 31,  
 
  2006   2007   2008   2009   2010  

Total policies in force

    201,400     201,700     184,100     168,200     161,600  

Written premiums paid to insurance providers (millions)

  $ 253   $ 243   $ 218   $ 197   $ 187  

Marketing fees (millions)

  $ 20   $ 20   $ 18   $ 17   $ 16  

        Other products and services marketed to club members include extended vehicle warranties, vehicle financing, credit cards, supplemental health and life insurance, and financial services. Most of these services are provided to club members by third parties who pay us a marketing fee.

Extended Service Plan

        Our Extended Service Plan ("ESP"), a private label extended vehicle warranty program for RVs, had total net revenue for 2010 of $36.1 million, increasing 4% over 2009. The program had approximately 50,100 policies in force as of December 31, 2010. Sales of new policies were derived from direct mail marketing, print ads in our magazines, Internet and e-mail solicitations, and in Camping World stores. Policy renewals represented 60% of the total revenue from ESP for 2010. We also offer ESP through our Authorized RV Dealer Program. As of December 31, 2010, there were 93 dealer locations authorized to sell extended vehicle warranty and other products and services offered by the Company.

Camping World

Stores

        Camping World is a national specialty retailer of merchandise and services for RV owners. We currently have 79 Camping World retail locations, which are located in 32 states. These stores accounted for approximately 88% of total revenues for 2010, and the remaining 12% was derived from catalog and Internet sales.

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        In the RV accessory industry, we believe that Camping World has a high level of positive brand recognition, an effective triple channel distribution strategy (stores, catalogs, and online), and a commitment to offer a broad selection of specialized RV products and services at competitive prices combined with technical assistance and on-site installation. Camping World's stores offer approximately 10,600 products, of which we estimate approximately 70% are not regularly available in general merchandise stores. In addition, general merchandise stores do not provide installation or repair services for RV products, which are available at Camping World's stores. Products sold by Camping World include specialty-sized refrigerators, housewares and other appliances, bedding and furniture, generators and hydraulic leveling systems, awnings, folding boats, chairs, ladders, cleaning and maintenance products, bicycles, hitch-towing, sanitation products, automotive electronics and lifestyle products. Camping World's stores are designed to provide one-stop shopping by combining broad product selection, technical assistance and on-site installation and repair services. We strategically locate Camping World stores in areas where many RV owners live, along major Interstates, and/or in proximity to destinations frequented by RV users.

        Camping World sources its products from approximately 1,100 vendors. Camping World attends regional, national and international trade shows to determine what products it will offer. The purchasing activities of Camping World are focused on RV parts and accessories, electronics, housewares, hardware, automotive, crafts, clothing, home furnishings, gifts, camping and sporting goods. Camping World uses an automated "plan-o-gram" system to develop and maintain merchandising plans unique to each store and an inventory replenishment system for its operations to improve in stock rates on key items. Camping World believes that the volume of merchandise it purchases from domestic and international suppliers and its ability to buy direct from manufacturers enables it to obtain merchandise at costs which compare favorably to local RV dealers and retailers. Camping World does not enter into material long-term contracts or commitments with its vendors.

        The retail stores are periodically reset to enhance the customers' shopping experience as well as to maximize merchandise offerings. New products and services are introduced in order to keep pace with the advances of the RV industry and to satisfy our customers' needs. Customers take advantage of the state-of-the art performance centers staffed with expert, in-house trained, RV technical consultants and equipped with merchandise demonstrations to assist in educating customers about RV performance products. The resource centers provide a great opportunity to promote a more interactive and consultative selling environment. They are staffed with professionals offering insurance products, extended warranties, ERS products, club memberships, and RV financing, to provide our customers with the breadth of products and services that they have become accustomed to and to facilitate our cross-selling efforts. Finally, store dress, promotional signage and directional signage are periodically refreshed to further enhance our customers' shopping experience at Camping World's stores.

        Camping World's stores generally range in size from approximately 10,000 to 64,000 square feet. Approximately 40% of each store is devoted to a retail sales floor, a customer service area, and a technical information counter; 40% is comprised of an installation facility, which contains 4 to 16 drive-through installation bays; and 20% is allocated to office and warehouse space. Large parking areas provide sufficient space to facilitate maneuvering of RVs. Camping World maintains toll-free telephone numbers for customers to schedule installation and repair appointments. All stores are open seven days a week.

        Camping World has developed dealer partnerships across North America through which Camping World has established Camping World stores alongside or within existing RV dealerships. This marketing strategy has provided an expanded number of customers with access to the vast array of products and services that we offer and generated traffic for our dealer partners. Camping World has established 51 stores alongside or within RV dealerships. Of the Camping World stores that are located alongside or within RV dealerships, 46 are located within dealerships indirectly owned or operated by FreedomRoads. FreedomRoads is indirectly owned and controlled by Stephen Adams, our Chairman.

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Mail Order Operations and Internet

        Camping World initiated its catalog operations in 1967. Camping World currently has a proprietary mailing list of approximately 2.5 million RV owners, all of whom have made a purchase or requested a catalog from Camping World within the prior 60 months. Camping World maintains a database of these names, which includes information such as order frequency, size of order, date of most recent order and type of merchandise purchased. Camping World analyzes its database to determine which customers are most likely to order from Camping World's catalogs. As a result, Camping World is able to target customers for catalog mailings more effectively than direct marketers of catalogs offering general merchandise. Camping World continually expands its proprietary mailing list through in-store subscriptions and requests for catalogs in response to advertisements in regional publications directed at RV owners. In addition, Camping World rents mailing lists of RV owners from third parties.

        During 2010, Camping World distributed 3.3 million high-quality, full-color catalogs, 2.8 million of which were mailed in five separate mailings, and the remaining 500,000 catalogs were distributed in stores, at campgrounds and other RV locations, and as package inserts. During the same period, Camping World processed approximately 227,000 catalog orders with an average net order amount of $115, excluding postage and handling charges. Camping World distributed five high-quality, full-color catalogs during 2010; the Master Catalog, plus the early spring, summer, late summer and fall catalogs.

        The Internet is proving to be a significant, low-cost source for new club members, subscriptions and other ancillary product sales. We maintain over 50 websites, which are accessible through http://www.rv.net, and are experiencing significant growth. Online sales have increased 5.2% to $32.7 million for 2010 compared to 2009.

Marketing

        We market our club memberships and related products and services through direct mail, e-mail, inserts, ride-alongs, space advertisements, promotional events, point of sale, member-get-a-member campaigns, and telemarketing. Direct response marketing efforts account for approximately 41% of new enrollments with the remaining 59% derived from other sources. We use a variety of commercially available mailing lists of RV owners along with our proprietary database in our direct mail efforts. Currently, the most widely used list databases are provided by three commercial list compilers, and direct response lists are prepared from RV industry participants, RV consumer surveys, and proprietary in-house lists.

        Our publications segment solicits advertisements through an internal sales force and by paying commissions to advertising agencies and independent contractors who place advertisements. We believe that the targeted audience for each of our publications is an important factor in attracting advertisers, which include manufacturers of RVs and RV-related products, campground operators and large national RV dealerships as well as manufacturers of powersports vehicles and accessories. Many advertisers are repeat customers with whom we have long-standing relationships.

        We market our retail products through mail order catalogs, direct mail retail flyers, advertisements in national and regional industry publications, vendor co-op advertising programs, promotional events, the President's Club direct mailings and personal solicitations and referrals. Camping World's principal marketing strategy is to capitalize on its broad name recognition among RV owners.

        During 2010, we also operated 30 consumer outdoor recreation shows at 22 venues in 18 cities, which are primarily RV, boat and sport shows. The total audience of RV, boating, powersports and outdoor recreation enthusiasts who attended Affinity-run shows during 2010 exceeded 250,000.

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Operations

        Our customer service operations are located in Denver, Colorado and Bowling Green, Kentucky. The primary focus of these groups is to improve our customers' experience with our products and services and to maintain customer satisfaction with our company. On average, these member service operations process approximately 4,500 telephone calls daily. Approximately 46% of the calls into these centers originates from our catalog mailings or relates to membership acquisition and membership renewals. Customers can contact our customer service operations using toll-free numbers that we provide in our mailings.

        Camping World's catalog and Internet operations, located at its headquarters in Bowling Green, Kentucky, are supported by the customer contact center in the same location. Orders are usually processed and shipped within 24 hours of receipt.

        Fulfillment operations involve the processing of orders and checks principally received by mail. Certain fulfillment operations are performed by third parties. Our publications operations develop the layout for publications and outsource printing to third parties.

Information Support Services

        We utilize integrated computer systems to support our membership club and publishing operations. A database containing all customer activity across our various businesses and programs has been integrated into our websites and call centers. Comprehensive information on each member, including a profile of the purchasing activities of members, is available to customer service representatives when responding to member requests and when marketing our products and services. We employ publishing software for publication makeup and content and for advertising to support our publications operations. A wide-area network facilitates communication within and between our offices. We also utilize information technology, including list segmentation and merge and purge programs, to select prospects for direct mail solicitations and other direct marketing efforts.

        Camping World's management information systems and electronic data processing systems consist of an extensive range of retail, mail order, financial and merchandising systems, including purchasing, inventory distribution and logistics, sales reporting, accounts payable and merchandise management. Camping World's management information system includes point-of-sale registers that are equipped with bar code readers in each store. These registers are polled nightly by a central computer. With this point-of-sale information and the information from Camping World's on-line distribution centers, Camping World compiles comprehensive data, including detailed sales volume and inventory information by product, merchandise transfers and receipts, special orders, supply orders and returns of product purchases to vendors. In conjunction with its nightly polling, Camping World's central computer sends price changes to registers at the point of sale. The registers capture President's Club member numbers and associated sales and references to specific promotional campaigns. Management monitors the performance of each store and mail order operation to evaluate inventory levels, determine markdowns and analyze gross profit margins by product.

Media

        We produce and distribute a variety of publications for select markets in the recreation and leisure industry, including general circulation periodicals, club magazines, directories, and RV and powersports industry trade magazines. Revenues are recognized from the sale of advertising, subscriptions and direct sales of some of the publications. We believe that the focused audience of each publication is an important factor in attracting advertisers.

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        The following chart sets forth the circulation and frequency of our publications:

Publication
  Average
Circulation
for the Year
Ended
December 31,
2010
  Number of
Issues
Published
Each Year
 

Paid Circulation Magazines:

             
 

Camping Life

    72,961     8  
 

MotorHome

    128,173     12  
 

Powerboat

    16,811     6  
 

Rider

    133,631     12  
 

SnowGoer

    59,283     7  
 

Trailer Boats

    52,518     9  
 

Trailer Life

    195,627     12  

Controlled Circulation—Business:

             
 

Boating Industry

    25,334     11  
 

Campground Management

    13,290     12  
 

PowerSports Business

    12,092     14  
 

PowerSports Business Dealer Directory

    12,136     1  
 

PowerSports Business Market Data Book

    12,120     1  
 

RV Business

    14,867     6  

Controlled Circulation—Consumer:

             
 

ATV Magazine

    151,439     6  

Free Distribution:

             
 

Thunder Press-North

    24,870     12  
 

Thunder Press-South

    20,081     12  
 

Thunder Press-West

    31,892     12  

Annuals:

             
 

Trailer Life RV Parks and Campgrounds Directory

    184,009     1  
 

Trailer Life's RV Buyers Guide

    69,788     1  
 

Towing Guides

    837,044     1  
 

Woodall's Campground Directory

    196,048     1  
 

Woodall's Tenting Directory

    108,353     1  

Club Magazines:

             
 

Camp Club USA Directory

    88,808     1  
 

Coast to Coast Magazine

    56,463     4  
 

Golf Traveler

    36,053     1  
 

Highways

    886,583     11  
 

RV View

    748,126     4  

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Competition

        We face strong competition in all of our business segments. Our competitors vary in size and the breadth of their product offerings. Many of our competitors have a larger number of financial, distribution, marketing and other resources and some of them have greater market presence and name recognition. We compete directly or indirectly with the following types of companies:

    other specialty retailers that compete with us across a significant portion of our merchandising categories through retail store or direct businesses, such as individual RV dealerships, RV Supply Warehouse and JC Whitney;

    mass merchandisers, warehouse clubs, discount stores and department stores, such as Wal-Mart;

    direct marketer competitors through all media, including the Internet; and

    major national insurance companies and providers of roadside assistance such as AAA.

        By offering significant membership benefits at a reasonable cost and actively marketing to club members, we believe that we have been able to maintain a loyal following for our membership organizations as evidenced by the renewal rates of our membership clubs. We also believe that we are able to use the large volume of purchases by our club members to secure attractive pricing for the products and services marketed by us, which also helps to maintain our loyal customer base.

Seasonality

        Our cash flow is highest in the summer months due to the seasonal nature of the retail segment, membership renewals and advertising prepayments for the annual directories.

Trademarks and Copyrights

        We own a variety of registered trademarks and service marks for the names of our clubs, magazines and other publications. We also own the copyrights to certain articles in our publications. We believe that our trademark and copyrights have significant value and are important to our marketing efforts.

Employees

        As of December 31, 2010, we had 1,565 full-time and 92 part-time or seasonal employees, consisting of 11 executives, 1,104 employees in retail operations, 323 employees in administrative and club operations, 158 employees in publishing and advertising sales, 6 employees in resort services and 55 employees in marketing. No employees are covered by a collective bargaining agreement. We believe that our employee relations are good.

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Properties

        The table below sets forth certain information concerning our properties. The leased properties generally provide for fixed monthly rentals with annual escalation clauses. The lease expiration date includes all stated option periods.

 
  Square Feet   Acres   Lease
Expiration
 

Office Facilities:

                   
 

Ventura, CA (corporate and media)

    74,100           2039  
 

Denver, CO (customer service, warehousing fulfillment, and information system functions). 

    60,000           2039  
 

Bowling Green, KY (retail administrative headquarters and mail order operations)

    31,278           2039  
 

Chesterfield, VA (media sales office)

    5,900           2011  
 

Maple Grove, MN (media headquarters)

    17,496           2011  
 

Scotts Valley, CA (regional media office)

    3,905           2011  
 

Bowling Green, KY (corporate database and online media support)

    5,952           2011  

Retail Distribution Centers:

                   
 

Bakersfield, California

    164,747     14.827     2037  
 

Franklin, Kentucky

    250,000     33.000     2035  

Retail Store Locations:

                   
 

Dothan, AL(1)

    18,906     11.275     2025  
 

Oxford, AL(2)

    11,828     23.940     2027  
 

Robertsdale, AL(1)

    19,670     18.360     2026  
 

North Little Rock, AR(3)

    20,592     10.000     2042  
 

Avondale, AZ(1)

    1,197     6,070     2027  
 

Earnhardt, AZ(1)

    2,000     24.000     2027  
 

Flagstaff, AZ(3)

    23,110     7.350     2024  
 

Tucson, AZ

    12,145     2.000     2018  
 

Mesa, AZ

    27,500     3.140     2047  
 

Bakersfield, CA(1)

    23,325     9.940     2023  
 

La Mirada, CA

    33,479     5.501     2037  
 

San Marcos, CA

    25,522     2.212     2027  
 

Rocklin, CA

    29,085     4.647     2037  
 

San Bernardino, CA

    18,126     1.665     2012  
 

San Martin, CA

    30,698     5.000     2023  
 

Vacaville, CA(3)

    35,917     8.700     2024  
 

Valencia, CA(3)

    64,410     9.231     2037  
 

Colorado Springs, CO(1)

    11,672     26.430     2027  
 

Denver, CO

    27,085     4.132     2037  
 

Longmont, CO(1)

    5,003     6.750     2026  
 

Bartow, FL(1)

    2,808     40.000     2018  
 

Ft. Myers, FL

    22,886     4.217     2012  
 

Gulf Breeze, FL(1)

    5,747     13.897     2026  
 

Kissimmee, FL

    58,382     6.043     2037  
 

St. Augustine, FL(1)

    21,875     20.000     2026  
 

Tampa, FL(2)

    40,334     3.711     2026  
 

Tallahassee, FL(1)

    8,494     12.630     2024  
 

Byron, GA(3)

    23,400     7.000     2042  
 

Oakwood, GA(1)

    4,510     7.681     2026  

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  Square Feet   Acres   Lease
Expiration
 
 

Savannah, GA(1)

    6,285     4.898     2026  
 

Woodstock, GA(1)

    4,510     7.715     2026  
 

Council Bluffs, IA(3)

    23,620     5.770     2023  
 

Boise, ID(1)

    6,033     12.690     2018  
 

Island Lake, IL(1)

    8,657     17.028     2026  
 

Indianapolis, IN(1)

    7,690     30.000     2027  
 

Bowling Green, KY

    37,615     2.750     2037  
 

Hammond, LA(2)

    27,096     68.454     2034  
 

Belleville, MI

    44,248     7.260     2037  
 

Grand Rapids, MI(2)

    4,618     9.180     2037  
 

Houghton Lake, MI(1)

    6,840     9.500     2018  
 

Rogers, MN

    24,700     6.303     2025  
 

Strafford, MO(3)

    20,592     8.510     2042  
 

Colfax, NC(1)

    6,371     8.094     2026  
 

Statesville, NC(1)

    39,050     7.412     2024  
 

Chichester, NH(1)

    10,447     1.572     2026  
 

Bridgeport, NJ

    24,581     6.920     2031  
 

Lakewood, NJ(1)

    3,800     9.912     2027  
 

Albuquerque, NM(1)

    20,412     31.434     2026  
 

Henderson, NV

    25,850     4.400     2024  
 

Las Vegas, NV(1)

    5,000     15.840     2027  
 

Bath, NY(1)

    4,356     5.500     2026  
 

Churchville, NY(1)

    7,193     10.380     2026  
 

Syracuse, NY(1)

    12,242     8.190     2026  
 

Akron, OH(1)

    9,025     9.622     2026  
 

Oklahoma City, OK(2)

    12,500     8.219     2023  
 

Hillsboro, OR(1)

    1,921     6.070     2046  
 

Junction City, OR(2)

    21,401     1.970     2036  
 

Wilsonville, OR

    32,850     4.653     2016  
 

Wood Village, OR(1)

    6,495     11.070     2027  
 

Columbia, SC

    23,450     4.140     2017  
 

Myrtle Beach, SC

    38,962     5.410     2037  
 

Myrtle Beach, SC(1)

    2,298     18.940     2026  
 

North Charleston, SC(1)

    13,142     7.690     2027  
 

Spartanburg, SC(1)

    11,900     19.263     2033  
 

Chattanooga, TN(1)

    9,400     10.840     2024  
 

Knoxville, TN(2)

    10,763     24.580     2037  
 

Nashville, TN

    34,478     3.238     2037  
 

Anthony, TX(1)

    7,061     32.000     2025  
 

Denton, TX

    22,984     6.887     2054  
 

Fort Worth, TX(2)

    12,102     16.000     2026  
 

Katy, TX(1)

    25,913     38.861     2025  
 

Mission, TX

    23,094     3.430     2015  
 

New Braunfels, TX(3)

    43,397     19.100     2035  
 

Draper, UT

    27,675     8.031     2039  
 

Roanoke, VA(3)

    35,796     7.690     2023  
 

Winchester, VA

    19,400     4.120     2042  

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  Square Feet   Acres   Lease
Expiration
 
 

Burlington, WA(1)

    23,033     6.500     2025  
 

Fife, WA

    35,659     5.840     2032  
 

Madison, WI

    20,400     4.866     2043  

(1)
This store is leased from a FreedomRoads dealership and the acreage reflects the total dealership property. The square footage reported is the portion of the building leased by Camping World, Inc.

(2)
This store is located with an RV dealership (other than a FreedomRoads dealership) and the acreage reflects the total dealership property. The square footage reported is the portion of the building leased by Camping World, Inc.

(3)
The store is co-located with a FreedomRoads dealership wherein Camping World, Inc. and the dealership are co-tenants or the dealership subleases space from Camping World, Inc. The square footage reported is the portion of the building leased by Camping World, Inc.

        We also lease a body shop of 12,000 square feet on approximately 1.9 acres in Bellville, Michigan.

Legal Proceedings

        From time to time, we are involved in litigation arising in the normal course of business operations. We are not party to any pending legal proceedings that we believe are material to our business.

Regulation

        Our operations are subject to varying degrees of federal, state and local regulation. Specifically, our outbound telemarketing, direct mail, and ERS, as well as certain safety, finance and security products and services provided by third parties, including insurance, RV financing, and extended warranty programs, are currently subject to certain regulation, and may be subject to increased regulation in the future. We do not believe that such federal, state and local regulations currently have a material impact on our operations. However, new regulatory efforts impacting our operations may be proposed from time to time at the federal, state and local level. There can be no assurance that such regulatory efforts will not have a material adverse effect on our ability to operate our businesses or on our results of operations.

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Management

        Presented below are our directors, executive officers and other key employees and their respective ages and positions as of March 21, 2011.

Name
  Age   Position
Marcus A. Lemonis     37   Chief Executive Officer; Chief Executive Officer; President of Camping World, Inc.; and Director

Thomas F. Wolfe

 

 

49

 

Executive Vice President and Chief Financial Officer

Brent Moody

 

 

49

 

Executive Vice President and Chief Administrative and Legal Officer

Laura A. James

 

 

54

 

Senior Vice President, Human Resources

Joseph Daquino

 

 

52

 

Senior Vice President, Membership Clubs President

John A. Sirpilla

 

 

44

 

President of Retail Operations of Camping World, Inc.

Kenneth Marshall

 

 

51

 

Executive Vice President of Finance of Camping World, Inc.

Prabhuling Patel

 

 

65

 

Senior Vice President, Products and Services

Stephen Adams

 

 

73

 

Chairman of the Board of Directors

Andris A. Baltins

 

 

65

 

Director

        Marcus A. Lemonis was appointed our Chief Executive Officer on January 24, 2011, and has also been the President and Chief Executive Officer of Camping World, Inc. ("Camping World") since September 13, 2006. On March 18, 2011, Mr. Lemonis was elected a director of the Company. Since 2003, Mr. Lemonis has also served as Chief Executive Officer and President of FreedomRoads. FreedomRoads operates RV dealerships across the United States and is controlled by Mr. Adams. From 2001 to January 2003, Mr. Lemonis served as President, Chief Executive Officer and Chairman of the Board of Directors of Holiday RV Superstores, Inc. Holiday RV Superstores, Inc. filed for bankruptcy on October 18, 2003.

        Thomas F. Wolfe became our Executive Vice President and Chief Financial Officer as of January 24, 2011 and previously served as Senior Vice President and Chief Financial Officer since January 1, 2004. Prior to that time, Mr. Wolfe had been our Vice President and Controller since 1997. From 1991 to 1997, Mr. Wolfe was Vice President of Finance of Convenience Management Group, a privately-owned distributor of petroleum products and equipment. From 1989 to 1991, Mr. Wolfe was Vice President and Controller of First City Properties, Inc. From 1983 to 1988, Mr. Wolfe held a variety of staff and management positions at Deloitte & Touche LLP.

        Brent Moody was appointed Executive Vice President and Chief Administrative and Legal Officer on January 24, 2011. Mr. Moody joined Camping World in 2002 and since that time has served Camping World as Vice President and General Counsel and then Senior Vice President/General Counsel and Business Development as well as General Counsel of the Company from 2004 to 2006. Mr. Moody also serves as the Executive Vice President Business Development and General Counsel of FreedomRoads, a position he has held since September 1, 2006. Prior to that time and since 1998, Mr. Moody was a shareholder of the law firm of Greenberg Traurig, P.A. From 1996 to 1998, Mr. Moody served as Vice President and Assistant General Counsel for Blockbuster, Inc.

        Laura A. James became our Senior Vice President/Human Resources as of January 1, 2004. Prior to that time, Ms. James served as Vice President/Human Resources since 1996. From 1984 until her appointment as Vice President/Human Resources, Ms. James served in various management and staff positions at the Company.

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        Joseph Daquino became our Senior Vice President and Membership Clubs President in March 2008 in addition to overseeing AGI's Multimedia Division. From January 2007 to March 2008, Joe served as senior vice president for AGI's Multimedia Division as well as its Interactive Group. From 1995 until 2006, he was Vice President for AGI Multimedia, overseeing publication of annual directories. From 1984 until his appointment as Vice President, Mr. Daquino served in various management and staff positions at the Company.

        John A. Sirpilla was appointed President of the Retail Operations of Camping World on January 15, 2008. Prior to that time, Mr. Sirpilla was the Executive Vice President of Operations for Camping World retail stores and FreedomRoads RV dealerships from June 2005 through January 2008. He joined FreedomRoads as a Regional President in October 2003 and ran the Mid-American Region of 14 locations. Mr. Sirpilla was President and CEO of Sirpilla RV Center, Inc. for 15 years prior to joining the company through the acquisition of his dealership.

        Kenneth Marshall has been the Executive Vice President of Finance for Camping World since January 2009. Mr. Marshall has been with Camping World for seven years and has served in the finance, accounting, IT, distribution and logistics and Ecommerce areas of the business during his tenure with the company. Prior to that time and since 2000, Mr. Marshall served as Chief Information Officer of Harwood International, a real estate development company in Dallas, Texas. From 1995 to 2000, Mr. Marshall served as Chief Financial Officer and Chief Operating Officer and was a shareholder of Virtual Solutions, Inc., a technology consulting firm in Dallas, Texas.

        Prabhuling Patel was appointed Senior Vice President of Products & Services as of May 1, 2004. Mr. Patel joined the Company in December 2003 as Vice President of Database Marketing. Prior to that, he served as an advisor to venture capital firms on start-up companies and was also a consultant to the Company from 2002 to 2003. From 2000 to 2002, Mr. Patel was Senior Vice President and General Manager of the outsourcing business of Message Media, Inc., an email marketing company. Prior to 2000, he was President of the Telecommunications, Energy & Cable Division of Experian, a credit bureau and direct marketing services company. He served in senior executive positions running various businesses at Metromail Corporation, which was in the direct marketing services business. Mr. Patel also held a number of executive level positions in marketing, finance, IT, business development and business strategy at Citigroup, Cigna, Household International and Montgomery Ward.

        Stephen Adams has been the Chairman of our board of directors since December 1988. Mr. Adams is also chairman and 90% owner of FreedomRoads, which operates RV dealerships throughout the United States. In addition, Mr. Adams is the Chairman of the board of directors and the controlling shareholder of Adams Outdoor Advertising, Inc. ("AOA"), which operates an outdoor media advertising business through its subsidiaries. Mr. Adams provides a special contribution to the Board of Directors through his long association with the Company as its Chairman since he acquired the Company in 1988, and because he is or has been the owner of a variety of businesses with significant assets and operations during his over 40-year business career during which time he has had substantial experience in providing management oversight and strategic direction.

        Andris A. Baltins has been a director since February 2006. He has been a member of the law firm of Kaplan, Strangis and Kaplan, P.A. since 1979. Mr. Baltins' law firm provides legal services to the Company. Mr. Baltins serves as a director of various private and non-profit corporations. Mr. Baltins also serves as a director of FreedomRoads and of AOA, both of which are controlled by Stephen Adams. Mr. Baltins' contribution comes from his 40-year legal career as advisor to numerous public and private companies and his legal practice in the areas of mergers and acquisitions and corporate law. He has used his experience in complex business transactions to significantly influence board decision-making.

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        Directors are elected for terms of one year or until their successors have been duly elected. There are no family relationships between any of the directors and/or executive officers.

        On March 18, 2011, Michael A. Schneider resigned as an officer and director of the Company and as an officer of the subsidiaries of the Company where he also served as an officer. Prior to January 24, 2011 and since January 1, 2004, Mr. Schneider served as President and Chief Executive Officer and as a director of the Company.

Board Functions as Audit Committee

        Our securities are not listed on any national securities exchange and we are not required to maintain a separate audit committee of the Board nor are we subject to the audit committee independence requirements set forth in Rule 10A-3 of the Securities Exchange Act of 1934, as amended. On February 22, 2006, the Board of Directors of the Company disbanded the Audit Committee and assumed its oversight of the integrity of our financial statements; our compliance with legal and regulatory requirements; the retention, independence and qualifications of our independent auditor; and the responsibilities, budget and performance of our independent auditor. The Board of Directors does not have a director that is designated an "Audit Committee Financial Expert," as such term has been defined by the Securities and Exchange Commission, because all of the board members have extensive practical experience in reviewing and evaluating financial statements, including those of the Company. Although the Company is not listed on any national securities exchange, we have used the definition of "independence" promulgated by the New York Stock Exchange for the purpose of evaluating the independence of our directors. None of the directors are independent under the New York Stock Exchange definition.


Compensation Discussion and Analysis

Overview

        The following discussion and analysis describes the Company's compensation objectives and policies as applied to the named executive officers appearing in the Summary Compensation Table below (the "Executive Officers"). This information is intended to provide a framework within which to understand the actual compensation awarded to, earned or paid to each Executive Officer.

        Mr. Schneider, our President and Chief Executive Officer as of December 31, 2010, subsequently became President of Affinity Media, our media division, on January 24, 2011 and resigned as an officer and director of the Company on March 18, 2011. Information regarding Mr. Schneider's compensation is included in this Compensation Discussion and Analysis and the accompanying tables and narrative sections because he was the Company's principal executive officer as of December 31, 2010. Mr. Lemonis replaced Mr. Schneider as Chief Executive Officer of the Company on January 24, 2011.

        In connection with our joint venture agreement with FreedomRoads, some of our officers also perform services for FreedomRoads. Messrs. Sirpilla and Marshall were officers of our Camping World subsidiary prior to entering into the joint marketing agreement with FreedomRoads, and are compensated by the Company. Mr. Lemonis was, before the joint venture agreement was implemented, and currently is, President and Chief Executive Officer of FreedomRoads and receives his primary compensation from FreedomRoads, except for $100,000 in annual salary paid by Camping World. Accordingly, Mr. Lemonis is not included in the Summary Compensation Table below or the following discussion.

Compensation Objectives

        Our executive compensation program is tied closely to our performance and aimed at enabling us to attract and retain the best possible executive talent. In addition, the total compensation

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opportunities provided to Executive Officers reflect both the responsibility of each position (internal equity) and competitive market levels (external competitiveness).

        Driving Performance:    The Company seeks to significantly correlate the level of compensation paid to its Executive Officers, when taken as a whole, with the financial performance of the Company. In 2010, base salary comprised only 3-20% of the total compensation opportunity for the President and Chief Executive Officer of the Company, Mr. Schneider, and 20-75% of the total compensation opportunity for the other Executive Officers excluding Mr. Sirpilla who was paid only a base salary for 2008 and 2009 and received a discretionary bonus for 2010. The remaining balance of each Executive Officer's total compensation opportunity was dependent upon short-term and long-term increases in Company financial performance and operating profit.

        The base salary and annual incentive awards granted to Executive Officers are designed to reward them for annual achievements, both individually and as a Company. The Company has entered into phantom stock agreements with certain Executive Officers, which are designed to drive long-term Company performance and value, and to retain the Executive Officers.

        Attracting and Retaining Executive Talent:    The Company has structured the incentive opportunities under the annual incentive award programs and the phantom stock agreements to provide Executive Officers with a substantial upside in driving the value of the Company, which it views as a tool for attracting new talent. In addition, the phantom stock agreements, which were based on performance over a multiple-year period, provide Executive Officers with an incentive to stay with the Company.

Determining Compensation

        The Company relied upon its own subjective judgment in designing the compensation opportunities provided to the Executive Officers. Prior to January 24, 2011, Messrs. Schneider and Lemonis made recommendations to the Chairman of the Board of Directors regarding the appropriate levels of total compensation opportunities based upon their review of the individual performance and responsibilities of the Executive Officers under their supervision and the financial and operational performance of the Company or Camping World, as appropriate, as a whole. As of January 24, 2011, Mr. Lemonis is responsible for making recommendations to the Chairman of the Board of Directors regarding appropriate levels of total compensation opportunities for all Executive Officers. The Chairman of the Board of Directors makes the final decision regarding the amount of base salary and annual incentive award opportunity provided to Messrs. Lemonis and Schneider and the phantom stock agreement opportunities for all of the Executive Officers. The Chairman of the Board of Directors also provided Mr. Schneider and Mr. Lemonis with parameters regarding the compensation opportunities to be provided to the remaining Executive Officers. In 2010, Mr. Schneider ultimately determined the amount of compensation opportunities provided to Messrs. Wolfe and Patel within the scope of authority provided by the Chairman of the Board of Directors. In addition, in 2010, Mr. Lemonis ultimately determined the amount of compensation opportunities provided to Messrs. Sirpilla and Marshall within the scope of authority provided by the Chairman of the Board of Directors. The Chairman of the Board of Directors or the Chief Executive Officer of either the Company or Camping World, as the case may be, considers the annual and long-term financial performance of the Company or Camping World in determining the forms and amounts of compensation paid to each Executive Officer.

        The Company does not employ a compensation consultant, nor does it engage in any formal market analysis in determining the levels of total compensation opportunity (or components thereof) provided to each Executive Officer. Generally, the Company attempted to achieve its goal of driving performance by making a significant portion, 80%-95% of the total compensation opportunity provided to Mr. Schneider, and 25%-80% of the total compensation opportunity provided to each of the other

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Executive Officers, excluding Messrs. Sirpilla and Marshall, dependent upon the Company's annual and long-term performance and value. A higher proportion of the compensation opportunity provided to Mr. Schneider, as compared to the other Executive Officers, was tied to Company performance because he was the leader of the Membership Services and Media segments of the Company's business operations and thus was in a more unique position to influence the performance of those segments of the Company. However, the Company believes that the total compensation opportunities of all the Executive Officers provide a substantial incentive to each of them to drive the performance of the Company—both in the short and long-term.

        Since our equity securities are privately-held, the Company does not grant shares of Company stock or stock options to the Executive Officers. The long-term incentive awards in the form of phantom stock agreements were intended to provide Executive Officers with a cash equivalent to the increase in value of the Company or the business segment of the Company to which the respective Executive Officer provides services that would otherwise be realized in stock or option awards of a company with publicly traded equity securities.

Elements of Compensation

Annual Compensation

Base Salary

        Each Executive Officer receives a minimum level of fixed compensation in the form of base salary which is intended to attract and retain executive talent and to reward Executive Officers for annual achievements. The Company does not review the base salaries of the Executive Officers on a regular basis; however, it has adjusted base salary levels from time to time on a discretionary basis based upon factors such as an increase in the responsibilities or duties of a particular Executive Officer. The Company provided nominal cost of living increases to Messrs. Wolfe and Patel, but no increase for Mr. Schneider in 2008 and 2007. The Company reduced the salaries of Messrs. Schneider, Patel and Wolfe by 15% beginning in late January 2009. In 2008 and 2010, a portion of Mr. Marshall's salary was allocated to FreedomRoads and such portion is excluded from the Summary Compensation Table.

        The amount of base salary paid to each of the Executive Officers for 2010, 2009 and 2008 is reflected in the Salary column of the Summary Compensation Table below.

Annual Incentive Awards

        The Company adopts an annual incentive award program applicable to certain Executive Officers and provides discretionary bonuses to other Executive Officers. Annual incentive awards are tied to Company financial performance measures. The amount of annual incentive award for each participating Executive Officer is estimated at the beginning of the year and is paid throughout the year in connection with the Company's normal payroll cycle. Adjustments based on actual Company financial performance are made at the end of the year. The annual incentive awards and discretionary bonuses are intended to attract and retain executive talent and to reward Executive Officers for annual achievements, both individually and as a Company.

        For 2010, Messrs. Schneider and Wolfe received their annual incentive award based on the actual performance of the Company as measured under the parameters of the annual incentive award program. The amount of the annual incentive awards for Messrs. Schneider and Wolfe were based on 1.0% and 0.25%, respectively, of the Company's income from operations excluding depreciation, amortization, phantom stock expense, other non-recurring expense and the operations of Camping World, Inc. (the "2010 Value"). The 2010 Value was $41.7 million. This amount was paid on a pro rata basis every two weeks, in connection with the regular payroll cycle, based on estimated Company performance. A final measurement of Company performance under the parameters of the annual

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incentive award is made following the end of the fiscal year. To the extent necessary after year-end, additional payments were made to each of Messrs. Schneider and Wolfe based upon his assigned percentage of actual Company performance during the year. The Company takes a conservative position in estimating the pro rata amounts paid to Messrs. Schneider and Wolfe throughout the year in connection with the regular payroll cycle and, to date, has not made any downward adjustments in the amount of incentive award paid based upon the final performance review. Similar annual incentive award programs were adopted for Messrs. Schneider and Wolfe for 2009 and 2008. These amounts are reflected in the Non-Equity Incentive Compensation column of the Summary Compensation Table.

        The Company may also award discretionary bonuses to Executive Officers based upon exceptional performance or other factors deemed relevant at the time of award. The decision to award discretionary bonuses is a subjective one. Mr. Schneider or Mr. Lemonis make recommendations to the Chairman of the Board of Directors when they believe that a discretionary bonus is appropriate and make actual bonus awards within a range of authority provided by the Chairman.

        For 2010, Mr. Patel participated in a discretionary bonus program. The annual incentive award was subjectively determined by Mr. Schneider based on the performance of the specific subsidiaries and programs of the Company. The amount of annual incentive award for Mr. Patel was $186,500 for 2010 and was paid in the first quarter of 2011. Mr. Patel also received discretionary bonuses determined by Mr. Schneider for 2009 and 2008. These amounts are reflected in the Bonus column of the Summary Compensation Table.

        For 2010, Messrs. Sirpilla and Marshall participated in a discretionary bonus program based on the combined performance of FreedomRoads and Camping World that included a guaranteed minimum bonus payment based upon the review and subjective evaluation by Mr. Lemonis. The amount of bonus paid to Messrs. Sirpilla and Marshall was $170,000 and $109,000, respectively, and was paid pro rata every two weeks, in connection with the regular payroll cycle. Mr. Marshall also received a discretionary bonus determined by Mr. Lemonis for 2009 and 2008 but Mr. Sirpilla did not receive a discretionary bonus for 2009 or 2008. These amounts are reflected in the Bonus column of the Summary Compensation Table.

Long-Term Compensation/Phantom Stock Agreements

        Prior to 2011, the Company entered into phantom stock agreements with selected Executive Officers. In general, payouts under the phantom stock agreements were based upon increases in the base value of certain business units measured over a multiple-year period. The amount earned over the measurement period was generally paid out in three equal annual installments following the end of such period. The first such installment is generally paid in the second quarter of the year following the end of the measurement period once the audited financial statements for the last year of the measurement period have been determined, with the two remaining annual payments made in January of each of the next two years.

        The amount of phantom stock expensed during 2010, 2009 and 2008 for each Executive Officer having a phantom stock agreement in effect in the respective year is included in the Stock Awards column of the Summary Compensation Table below.

        Messrs. Schneider, Wolfe and Patel each entered into phantom stock agreements with the Company in 2010. The agreements are dated January 1, 2010, pursuant to which Mr. Schneider will receive 5.0%, Mr. Wolfe will receive 1.0% and Mr. Patel will receive 0.25% of the increase in Company value as measured over the period beginning as per their respective agreements and ending December 31, 2010. Payouts under the 2010 phantom stock agreements are expected to be made in three equal annual installments beginning 2012, with the exception of Mr. Schneider who will receive one-third of the phantom pay-out under the agreement within 30 days after the date of the termination of his employment and one-third at the next two anniversaries of the termination of his employment.

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Messrs. Schneider, Wolfe, and Patel also entered into phantom stock agreements with the Company in 2007 with measurement periods ending December 31, 2009. There will not be any payouts under the 2007 agreements.

        Messrs. Sirpilla and Marshall did not earn any awards under any phantom stock agreements during 2008-2010.

Other Elements of Compensation

        The Company provides a full range of benefits to its Executive Officers, including a 401(k) Savings and Profit Plan and the standard medical, dental and disability coverage, which are available to employees generally. The Company believes that these benefits are reasonable in amount and are designed to be competitive with comparable companies.

401(k) Savings and Profit Plan

Company

        The Company sponsors a deferred savings and profit sharing plan (the "401(k) Plan") qualified under Section 401(a) and 401(k) of the Internal Revenue Service Code of 1986, as amended (the "Code"). All employees over age twenty-one, including the Executive Officers, are eligible to participate in the FreedomRoads 401(k) Plan. Employees who had completed one year of service (minimum of 1,000 hours) were eligible for matching contributions. For the plan year 2008, the Company elected Safe Harbor Matching Contribution for the employer match and set the employer match, which vested upon contribution, at an amount equal to 100% of the first 4% of the employee's contribution through July 2, 2008. Effective July 3, 2008, the company suspended the employer matching contributions. Employees may defer up to 60% of their eligible compensation up to Internal Revenue Service limits electing pre-tax contributions or post-tax contributions (Roth contributions). The Company did not pay Employer Matching Contributions for its employees in 2010. The amounts of 401(k) Plan matching contributions by the Company during the past three years are reflected in the All Other Compensation column of the Summary Compensation Table below.

Camping World, Inc.

        Beginning January 1, 2007, Camping World was no longer a participating employer in the Affinity Group 401(k) Plan and elected to begin participating in the FreedomRoads 401(k) Defined Contribution Plan, Freedom Rewards 401(k) Plan, qualified under Section 401(a) and 401(k) of the Internal Revenue Service Code of 1986, as amended (the "Code"). All employees over the age of 18, including the Executive Officers of Camping World, are eligible to participate in the 401(k) Plan. Employees who have completed twelve months of consecutive service are eligible for company match. For the plan year 2008, the matching contribution schedule was 50% up to the first 6% of eligible compensation. Company matching contributions followed a six (6) year graded vesting schedule. Effective June 6, 2008, the company suspended the employer matching contributions. Non-highly compensated employees may defer up to 75% of their eligible compensation up to the Internal Revenue Service limits. Highly compensated employees may defer up to 15% of their eligible compensation up to the Internal Revenue Service limits. The Company did not pay Employer Matching Contributions for the Camping World employees in 2010. The amounts of 401(k) Plan matching contributions by the Company during the past three years are reflected in the All Other Compensation column of the Summary Compensation Table below.

KEYSOP

        Effective January 1999, the Company participated in AGHC's KEYSOP, a non-qualified deferred compensation plan administered through RABBI trusts, for key employees of the Company and its

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subsidiaries. Messrs. Sirpilla and Marshall elected not to participate in the KEYSOP. Through March 2007, participants could contribute all or a portion of their annual incentive awards and payout from the phantom stock awards to the KEYSOP. Beginning April 1, 2007, future contributions to the KEYSOP were no longer allowed. Trustees under the KEYSOP received such contributions and invest the deferred amounts based upon the specific election of each participant. The Company does not make any matching contributions to the KEYSOP. Payouts under the KEYSOP are based upon the elections of the specific participants and are subject to the rules and regulations governing the KEYSOP program. The remaining assets of the KEYSOP were distributed and the program was dissolved in 2008.

Other Benefit Plans

        Employees of the Company, including the Executive Officers, receive certain medical and dental benefits during their employment. One of the Company's predecessors also provided eligible employees with medical, dental and life insurance coverage after retirement. The estimated future costs associated with such coverage to retirees are reserved as a liability in the Company's consolidated financial statements. Current employees, including the Executive Officers, are not provided medical and dental benefits upon retirement.

Perquisites

        The Company provides its Executive Officers with very limited perquisites as decided by its Board of Directors, which it believes are appropriate components of the compensation package for the particular Executive Officer. The Company pays the premiums on life insurance policies for Mr. Schneider. In addition, Mr. Sirpilla received an annual car allowance of approximately $17,700. To the extent that such aggregate incremental cost to the Company of providing these perquisites to each Executive Officer is equal to or greater than $10,000, such amount is included in the All Other Compensation column of the Annual Compensation Table.

Employment Agreements

        As described in the section entitled "Compensation Discussion and Analysis—Elements of Compensation—Long-Term Compensation/Phantom Stock Agreements" above, the Company has entered into phantom stock agreements with three Executive Officers, Messrs. Schneider, Wolfe and Patel. The phantom stock agreements also include the terms of employment for such Executive Officers, which are described in more detail in the section entitled "Potential Payments upon Termination or Change in Control—Employment Terms in Phantom Stock Agreements" below.

        On March 18, 2011, Michael A. Schneider resigned as an officer and director of the Company and its subsidiaries. Pursuant to his phantom stock agreement, Mr. Schneider will receive one-third of the phantom pay-out under the agreement ($694,501) within 30 days after the date of the termination of his employment and one-third on the next two anniversaries of the termination of his employment. In addition, the Company paid Mr. Schneider a lump sum payment equal to one year salary and bonus ($548,960) in connection with the termination of his employment and will continue his medical benefits for six months.

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Summary Compensation Table

        The following table shows, for the fiscal years completed December 31, 2010, 2009 and 2008, the annual compensation paid to or earned by the Company's President and Chief Executive Officer, the Company's Senior Vice President and Chief Financial Officer and the other three most highly compensated executive officers who served as executive officers as of December 31, 2010 (collectively, the "Executive Officers").

Name and Principal Position
  Year   Salary
($)
  Bonus
($)
  Stock
Awards
($)(1)
  Non-Equity
Incentive
Plan
Compensation
($)
  Change in
Pension
Value and
Non-qualified
Deferred
Compensation
Earnings
($)(2)
  All Other
Compensation
($)(3)
  Total
($)
 

Michael A. Schneider

    2010   $ 85,000   $   $ 2,083,503   $ 463,960   $   $ 2,481   $ 2,634,944  
 

President

    2009     86,269             392,380         3,686     482,335  
 

Chief Executive Officer

    2008     100,000             447,000     31,106     7,634     585,740  

Thomas F. Wolfe

   
2010
   
162,350
   
   
416,701
   
203,959
   
   
270
   
783,280
 
 

Senior Vice President

    2009     164,774             97,500         280     262,554  
 

Chief Financial Officer

    2008     191,000             111,750     (13,067 )   4,870     294,553  

John Sirpilla(4)

   
2010
   
480,000
   
170,000
   
   
   
   
19,592
   
668,736
 
 

President

    2009     480,000                     18,562     498,562  
 

Retail Operations of

    2008     440,000                     29,778     469,778  
 

Camping World, Inc.

                                                 

Prabhuling Patel

   
2010
   
161,500
   
186,500
   
104,175
   
   
   
1,188
   
453,363
 
 

Senior Vice President

    2009     163,912     161,875                 1,224     327,011  
 

    2008     184,577     121,125             (9,306 )   6,677     303,073  

Ken Marshall(4)(5)

   
2010
   
200,000
   
109,000
   
   
   
   
1,554
   
309,992
 
 

Executive Vice President of

    2009     200,000     75,000                 414     275,414  
 

Finance of Camping

    2008     110,769     44,635                 3,269     158,673  
 

World, Inc.

                                                 

(1)
Includes dollar amounts recognized for financial statement reporting purposes for the fiscal year ended December 31, 2010, 2009 and 2008 pursuant to the phantom stock agreements and thus may include awards granted in and prior to 2010. These amounts differ from the actual payments described under Long-Term Compensation/ Phantom Stock Agreements as the amounts described in that section include amounts of phantom stock awards earned in prior years.

(2)
The amount of earnings on amounts deferred under the KEYSOP is dependent upon the particular investment choices of the participant, which may include private investments. The Company does not influence or have any involvement in the earnings under the KEYSOP. The amounts shown in the table reflect the aggregate earnings on each Executive Officer's account during 2010, 2009 and 2008 (including earnings that are at or below market). Messrs. Sirpilla and Marshall elected not to participate in the KEYSOP. The remaining assets of the KEYSOP were distributed and the program dissolved in 2008. The Company does not maintain any pension plans. In addition, the Executive Officers do not receive above-market or preferential earnings on compensation that is deferred pursuant to the 401(k) Plan.

(3)
In 2010 and 2009 there were no Company matching contributions for the 401(k). Includes $5,600, $4,600, $3,650, $5,640, and $714 for 2008 of Company matching contributions under the 401(k) Plan for Messrs. Schneider, Wolfe, Sirpilla, Patel and Marshall, respectively. In addition, includes $2,481 and $180 for 2010; $3,686 and $180 for 2009; and $2,034 and $173 for 2008 of Company-paid life insurance premiums for Mr. Schneider and Mr. Sirpilla, respectively. Also includes $17,700 and $0 for 2010; $18,382 and $0 for 2009; $25,955 and $2,399 for 2008 for automobile allowance for Messrs. Sirpilla and Marshall, respectively; and $856 and $562 for Messrs. Sirpilla and Marshall, respectively for 2010 from reallocated forfeitures within the FreedomRoads 401k plan.

(4)
The annual incentive awards paid to Messrs. Marshall and Sirpilla include minimum guaranteed amounts and are included in the Bonus column.

(5)
Does not include compensation paid by FreedomRoads.

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Grants of Plan-Based Awards in 2010

        The following table reflects the actual payout to Messrs. Schneider and Wolfe pursuant to the annual incentive award program based on Company performance in 2010, which amounts are shown in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table. As noted in footnote 1 to the following table, the annual incentive awards paid to Messrs. Sirpilla, Patel and Marshall for 2010 were discretionary and thus are not reflected in this table and are shown in the Bonus column in the Summary Compensation Table.

Name
  Grant Date   Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
Target ($)(1)
 

Michael A. Schneider

    1/1/10   $ 463,960  
 

President, Chief Executive Officer

             

Thomas F. Wolfe

   
1/1/10
 
$

203,959
 
 

Senior Vice President Chief Financial Officer

             

John Sirpilla

   
   
 
 

President Retail Operations of Camping World, Inc.

             

Prabhuling Patel

   
   
 
 

Senior Vice President

             

Ken Marshall

   
   
 
 

Executive Vice President of Finance of Camping World, Inc.

             

(1)
Represents award under the Company's annual incentive award program. The amounts included above reflect the actual payout to each of Messrs. Schneider and Wolfe under the annual incentive award program based upon Company performance in 2010, a portion of which was paid in the year earned with the remainder paid the following year. These amounts are also reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table for the respective Executive Officer. The annual incentive award program does not include threshold or maximum target amounts. The annual incentive awards paid to Messrs. Sirpilla, Patel and Marshall for 2010 performance were discretionary and thus are not included in the foregoing table. The terms of the Company's annual incentive award program for 2010 are described in more detail under the section entitled "Compensation Discussion and Analysis—Elements of Compensation—Annual Compensation—Annual Incentive Awards" above.

Outstanding Equity Awards at 2010 Fiscal Year-End

        The Company does not grant shares of Company stock or stock options to the Executive Officers. However, the Company has historically entered into phantom stock agreements with certain Executive Officers, which are intended to provide the Executive Officers with a cash equivalent to the increase in value of the Company or Camping World that would otherwise be realized in stock or option awards of a public company. These awards are described in the section entitled "Compensation Discussion and Analysis—Elements of Compensation—Long-Term Compensation/Phantom Stock Agreements" above. All awards earned in 2010 were vested and the pay-out amounts were determined as of December 31, 2010 and are planned to be paid in annual installments beginning 2012 with the exception of the award to Mr. Schneider which will be paid starting in 2011. The following table gives information concerning the

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vesting of the Executive Officers' interests under phantom stock agreements during 2010 and are shown in the Stock Award column in the Summary Compensation Table.

Option Exercises and Stock Vested in 2010

        The following table gives information concerning the vesting of the Executive Officers' interests under phantom stock agreements during 2010 and are shown in the Stock Award column in the Summary Compensation Table. The amounts shown below are planned to be paid in three annual installments beginning 2012.

 
  Stock Awards  
Name
  Number of
Shares Acquired on
Vesting #(1)
  Value Realized on
Vesting ($)
 

Michael A. Schneider

      $ 2,083,503 (4)
 

President, Chief Executive Officer

             

Thomas F. Wolfe

   
   
416,701

(3)
 

Senior Vice President Chief Financial Officer

             

John Sirpilla(2)

   
   
 
 

President Retail Operations of Camping World, Inc.

             

Prabhuling Patel

   
   
104,175

(3)
 

Senior Vice President

             

Kenneth Marshall(2)

   
   
 
 

Executive Vice President of Finance of Camping World, Inc.

             

(1)
The Executive Officers' interests under the phantom stock agreements are not valued as number of shares but are denominated as a percentage of increases in the value over a multiple-year measurement period, as described in more detail under the section entitled "Compensation Discussion and Analysis—Elements of Compensation—Long-Term Compensation/Phantom Stock Agreements" above.

(2)
Messrs. Sirpilla and Marshall were not a party to phantom stock agreements for 2010.

(3)
As described in more detail under the section entitled, "Compensation Discussion and Analysis—Elements of Compensation—Long-Term Compensation/Phantom Stock Agreements," this amount represents the phantom stock interest earned in 2010 under the agreements entered into on January 1, 2010 with a determination date of December 31, 2010. All awards earned in 2010 are fully vested and are expected to be paid in three equal annual installments commencing 2012.

(4)
On March 18, 2011, Mr. Schneider resigned as an officer and director of the Company and its subsidiaries. Pursuant to his phantom stock agreement, Mr. Schneider will receive one-third of the phantom pay-out under the agreement ($694,501) within 30 days after the date of the termination of his employment and one-third on the next two anniversaries of the termination of his employment.

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Nonqualified Deferred Compensation in Fiscal 2010

        Key employees of the Company, including the Executive Officers, were eligible to participate in the KEYSOP, the terms of which are described under the section entitled "Compensation Discussion and Analysis—Elements of Compensation—Other Elements of Compensation—KEYSOP" above through March 2007. The eligible Executive Officers could elect to defer all or a portion of their annual incentive awards and payout from the phantom stock awards to the KEYSOP. Beginning April 1, 2007 future contributions to the KEYSOP were no longer allowed. Trustees under the KEYSOP receive such contributions and invest the deferred amounts based on the specific elections of each participant. Participants may invest in a wide range of products, excluding certificates of deposits and money market accounts. The Company does not make matching contributions to the KEYSOP. The remaining assets of the KEYSOP were distributed and the program was dissolved in 2008.

Potential Payments upon Termination or Change-in-Control

        Overview:    The tables below reflect the estimated amount of compensation that would be payable to each Executive Officer under the terms of his phantom stock agreement in the event of termination of such Executive Officer's employment under any one of the following scenarios:

    Without cause by the Company; or

    Without cause by the Company or with good reason by the Executive Officer in connection with a change in control.

        An Executive Officer is not entitled to a severance payment upon (i) termination of the phantom stock agreement or employment at any time by the Executive Officer (other than termination with good reason in connection with a change in control); (ii) death of the Executive Officer or (iii) disability of the Executive Officer.

        The amounts set forth in the tables below do not reflect any applicable tax withholdings or other deductions by the Company from the amounts otherwise payable to the Executive Officers upon termination of employment.

        Potential Payments Upon Termination Without Cause by the Company:    The phantom stock agreements provide for severance payments to the Executive Officers in the event the Company terminates their employment without "cause." "Cause" includes, but is not limited to:

    The Executive Officer's breach of the terms of the phantom stock agreement or any other legal obligation of the Company; or

    The Executive Officer's fraud, dishonesty, negligence, misconduct or other deliberate action which causes injury to the Company or any of its subsidiaries or to their respective reputations or an act of the Executive involving moral turpitude or a serious crime.

        For purposes of calculating the potential payments set forth in the table below, we have assumed that the date of termination was December 31, 2010. The total amounts set forth in the table below

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would be distributed to each Executive Officer in a lump sum within 30 days after the determination of the amount of accrued but unpaid annual incentive award.

Benefits and Payments
  Mr. Schneider   Mr. Wolfe   Mr. Sirpilla   Mr. Patel   Mr. Marshall  

Basic Compensation

  $ 918,452 (2) $ 366,309 (3)   (4) $ 232,000 (5) $ 200,000 (6)

Accrued and unpaid annual incentive award(1)

    83,960     20,960         186,500      
                       

Total

  $ 1,002,412   $ 387,269       $ 418,500   $ 200,000  
                       

(1)
Represents an amount equal to each Executive Officer's accrued but unpaid annual incentive award as of December 31, 2010.

(2)
Represents an amount equal to Mr. Schneider's base salary and annual incentive award as of December 31, 2010, divided by 52 weeks, times 87 weeks. As of December 31, 2010, Mr. Schneider had been employed with the Company for 34 years. The annual base salary and annual incentive award in effect for Mr. Schneider as of December 31, 2010 is reflected in the Salary column and Non-Equity Incentive Plan Compensation column, respectively, of the Summary Compensation Table above.

(3)
Represents an amount equal to one full year of the base salary and annual incentive award to Mr. Wolfe as of December 31, 2010. The annual base salary and annual incentive award in effect as of December 31, 2010 is reflected in the Salary column and the Non-Equity Incentive Plan Compensation column, respectively, of the Summary Compensation Table above.

(4)
Mr. Sirpilla is not a participant in a current phantom stock agreement and is not entitled to any payments upon termination or change of control.

(5)
Represents an amount equal to eight months of base salary and annual incentive award for Mr. Patel as of December 31, 2010. The annual base salary and annual incentive award in effect as of December 31, 2010 is reflected in the Salary column and Bonus column, respectively, of the Summary Compensation Table above.

(6)
Represents an amount equal to one full year of base salary for Mr. Marshall, as per his employment agreement. Mr. Marshall is not a participant in a current phantom stock agreement.

        Potential Payments Upon Termination by Executive Officer with Good Reason upon a Change in Control:    The phantom stock agreements entered into by Messrs. Schneider, Wolfe and Patel provide for severance payments in the event their employment is terminated without "cause" by the Company (as defined in the preceding section) or with "good reason" by the Executive Officer in connection with a "change in control." A "change in control" will be deemed to have occurred under the phantom stock agreements at such time as:

    Stephen Adams, his spouse, lineal descendants and trusts for the benefit of such persons cease to beneficially own (as defined under Rule 13d-3 of the Act), directly or indirectly a majority of the voting equity interests of the Company;

    There is a consolidation or merger of AGI or its parent (or such other entity that holds in excess of 80% of the issued and outstanding equity securities of AGHI) (the "Parent"), in which the Company or the Parent is not the surviving entity or in which the holders of the voting equity interests in the Company or the Parent, as the case may be, do not continue to hold at least a majority of the voting equity interests of the surviving entity following the merger;

    There is a sale, lease or transfer of all or substantially all of the assets of the Company or the Parent to any person or group; or

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    The shareholders of the Company or the Parent shall approve a plan or proposal for the liquidation or dissolution of the Company or the Parent, as the case may be.

        The phantom stock agreements define "good reason" as the occurrence of one or more of the following events, without the Executive Officer's written consent, within 3 years following a change in control (or before the change in control if the occurrence is directly connected to the change in control and the change in control occurs):

    A change in the Executive Officer's duties, authorities or any other responsibilities (including status, offices, titles and reporting requirements);

    A reduction in base salary or annual incentive award compensation; or

    A relocation of the Executive Officer outside the same metropolitan area as the Executive Officer's current office location.

        For purposes of calculating the potential payments set forth in the table below, we have assumed that the date of termination was December 31, 2010. The amounts of basic compensation and accrued but unpaid annual incentive award would be paid in a lump sum within 30 days after the determination of the amount of the accrued annual incentive award.

Benefits and Payments
  Mr. Schneider   Mr. Wolfe   Mr. Sirpilla   Mr. Patel   Mr. Marshall  

Basic Compensation (base salary and annual incentive award)

  $ 918,452 (3) $ 366,309 (4)   (5) $ 232,000 (6) $ 200,000 (7)

Accrued and unpaid annual incentive award(1)

    83,960     20,960         186,500      

Life and Health Insurance Benefits(2)

    53,892     45,288         33,084      
                       

Total

  $ 1,056,304   $ 432,557       $ 451,584   $ 200,000