10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to            

Commission File Number  333-113982

AFFINITY GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	13-3377709
(State of incorporation or organization)	(I.R.S. Employer Identification No.)
2575 Vista Del Mar Drive
Ventura, CA 93001	(805) 667-4100
(Address of principal executive offices)	(Registrant’s telephone
	number including area code.)

SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:  NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT: 9% Senior Subordinated Notes Due 2012

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES  o    NO  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

YES  o    NO  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES  x    NO   o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act).  (Check one):

Accelerated filer o Large accelerated filer o Non-accelerated filer x Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES  o    NO  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

	Outstanding as of
Class	June 5, 2009
Common stock, $.001 par value	2,000

PART I

ITEM 1: BUSINESS

General

Except where the context indicates otherwise, the term “Company,” or “AGI” means Affinity Group, Inc. and its predecessors and subsidiaries.

We are a wholly-owned subsidiary of Affinity Group Holding, Inc., (“AGHI”), a privately-owned corporation.  We are a member-based direct marketing organization targeting North American recreational vehicle (“RV”) owners and outdoor enthusiasts.  Our club members form a receptive audience to which we sell products, services, merchandise and publications targeted to their specific recreational interests.  In addition, we are a specialty retailer of RV-related products.  We operate through three principal lines of business, consisting of (i) club memberships and related products and services, (ii) subscription magazines and other publications including directories, and (iii) specialty merchandise sold primarily through our 78 Camping World retail stores, mail order catalogs and the Internet.

There are approximately 1.8 million dues paying members enrolled in our clubs.  We currently have approximately 4.6 million in aggregate circulation and 1.0 million paid circulation across our 37 publications.  For the year ended December 31, 2008, our revenue, operating loss and net loss were $526.1 million, $87.8 million and $112.0 million, respectively.

Competitive Strengths

We believe that our key competitive strengths are as follows:

Recurring Cash Flow Stream - Approximately 73% of our operating income, net of non-cash charges, is generated through our membership club and subscription-based products and services which historically have provided a recurring income stream through a core base of customers.  Our four established membership clubs have an average renewal rate for the five calendar years ended 2008 of 67%, 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 86% over the past five years for our largest product and service offerings, Emergency Road Service (“ERS”), RV vehicle insurance and extended warranty.

Established Market Positions - We are a member-based direct marketing organization targeting North American RV owners and outdoor enthusiasts with comprehensive targeted product offerings. The Good Sam Club, which was founded in 1966, and Camping World’s President’s Club founded in 1986 are the preeminent RV membership clubs in North America.  Camping World is a national specialty retailer of merchandise accessories and services for RV owners and camping enthusiasts that has grown to 78 retail stores since it began business.

We believe our significant size 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 and consequently enhances the value of our product and service offerings.  Additionally, these negotiating and pricing advantages allow us to increase membership dues without risking the loss of members, who are compensated by additional savings and attract other product and service offerings.  Our 1.8 million club members and the 8.1 million consumers in our proprietary database serve as a unique, captive audience for direct marketing, which we believe significantly lowers customer acquisition costs relative to our competitors and facilitates cost-effective cross-selling.

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Membership Services Segment remains stable- Our operating performance has felt the effects of the current economic downturn but we believe that our membership segment will not experience the downturn to the same extent as our other business segments.  While competition is intense for consumer expenditures, we believe that consumers value the annual savings of club membership.  We market our clubs, products and services to a sizable existing installed base of over 7.9 million RV owners, which affords us the ability to continue to attract new customers irrespective of new RV sales.  We believe RV owners may be more likely to take vacations utilizing RVs during an economic downturn, because they are generally less expensive than vacations necessitating plane or train travel and hotel accommodations, which would drive increased sales of our products.

Favorable Demographic Trends - Favorable demographic trends, in particular the aging of the “baby boomers,” indicate that RV ownership should increase during the next five years.  Overall RV ownership rates have historically been highest, with 10% penetration, in the 55-64 age bracket, an age group that is expected to experience a five-year growth of 20.1% by 2010, according to the National Survey of the RV Consumer by the University of Michigan in 2005 (the “RV Survey”).  Furthermore, the 45-54 age bracket, which maintains the second highest ownership rate of RVs, is expected to experience a five-year growth of 6.3% by 2010.  The growth in these age groups is expected to generate growth in the pool of potential RV consumers.  Also, according to the RV Survey, this age group shift will drive the number of households that own at least one RV from 7.9 million in 2005 to 8.5 million in 2010. In addition, RV owners have household incomes that generally exceed the national average.  These demographics are attractive for advertisers and third-party providers of products and services.

Experienced and Incentivized Management Team - Our executive management team has extensive publishing, direct marketing and retail experience with significant expertise in the RV industry. With an average of sixteen years with our company, 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 consistent operating performance, to a great extent, is attributable to our senior managers who are responsible for developing and implementing our business strategy and focusing on increasing profitability. Our executive management team is compensated both through an annual salary and through a management incentive program that is directly tied to our financial performance.

Our Strategy

Our primary business strategy is to maximize the sale of club memberships, products, services, publications and merchandise to our target customer base of RV owners and outdoor enthusiasts. To this end, we focus on cross-selling our various offerings to each of our customers while managing customer acquisition costs and maintaining high renewal rates by providing high value product offerings.

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 five membership clubs provides our customers with tangible savings which substantially exceed the membership fee.  On average, club members benefit by saving approximately five times greater than the cost of their annual membership dues as the 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.  As such, in order to maximize customer renewal rates, we constantly evaluate member satisfaction and actively respond to changing member preferences through the enhancement or introduction of new membership benefits including products and services.

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Efficiently Acquire New Customers - - We believe efficient customer acquisition and a sizeable database population are critical to driving our growth and profitability.  Camping World and its discount buyer’s club, President’s Club, together, account for approximately 59% of our new customer database entries.  In addition to being a highly valuable customer loyalty program, President’s Club allows us to capture specific information about each customer including RV type and usage, as well as information on the customer’s age, income, net worth and interests, while adding virtually no incremental customer acquisition costs.  We are able to customize our direct marketing offers based upon our customers’ profiles.  Other methods of customer acquisition include purchasing lists from data providers and placing our publications at campgrounds and RV dealerships. We then manage our database and target our offers to the customers most likely to purchase more than one of our product offerings.

Cross-Sell Products and Services to Existing Customers - We proactively cross-sell our products and services across our customer base. For example, we use our existing customer database to cost-efficiently market Camping World products through catalogs.  Conversely, Camping World supercenters provide direct customer referrals to our membership clubs, products and services through their in-store kiosks.  In addition, we use our publications to communicate with our core customer base and to promote our other business segments to existing club members.  Our magazines contain relevant content as well as various forms of advertisements for our membership clubs, products and services.

Expand Presence in Specialty Recreation Niche - We believe aggregate circulation of our magazines is an important factor in determining the amount of revenue we can obtain from advertisers.  Consequently, we seek to expand our presence as a publisher in select recreational niches through the introduction of new magazine titles and the acquisition of other publications or businesses in our markets or in complementary recreational market niches.  Publications in complementary niches may also provide the opportunity to launch new membership clubs, to market our products and services to new customers and to develop other products and services, which meet the special needs of these customers.  For example, our acquisition of the publishing assets of Nordskog Publications, Inc. in May 2005 allowed us to expand our presence in the recreational boat market niche.  In addition, we now own 49 consumer outdoor recreation shows, most of which were acquired from Royal Productions, Inc. in December 2005, Plus Events shows in February 2006, four shows purchased from Apple Rock Advertising and Promotions, Inc. in September 2006, five shows purchased from Industrial Expositions, Inc. in February 2007, nine shows were purchased from MAC Events, LLC in January 2008, and three shows were purchased from Mid America Expositions, Inc. in February 2008.  These shows provide an expanded face-to-face forum for acquiring new customers.

Camping World Penetration - We continued the controlled expansion of our Camping World supercenter network by developing Camping World stores alongside or within independent RV dealerships, including RV dealerships owned and operated by our affiliates, which provides a competitive advantage by creating a means of increasing retail customer traffic.  In 2008, we opened 6 new Camping World stores, all of which are adjacent to or within RV dealerships owned or operated by affiliates, and in 2009 we intend to open one additional Camping World store which will be located adjacent to an RV dealership affiliated with us through common ownership with our Chairman, Stephen Adams.  In addition to generating increased cash flows from the sale of merchandise, a larger network of geographically diverse Camping World stores will enhance our ability to market our portfolio of membership clubs, publications and product and service offerings to a significantly larger customer base.

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RV Industry

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 price of propane and gasoline, and the total number of RVs.  We believe that both the installed base of RVs and the type of RV owned (full service vehicles excluding van conversions) are the most important factors affecting the demand for our membership clubs, merchandise, products and services.  Based on the RV Survey, the number of households owning RVs is projected to increase from 7.9 million in 2005 to nearly 8.5 million in 2010.  The RV Survey also indicates that the percentage of households owning RVs during this period will rise slightly from 8.0% to 8.2%.

According to the RV Survey, the average RV owner is 49 years old.  RV ownership also increases with age reaching its highest percentage level among those 55 to 64 years old.  Households in this age group are projected to increase from 18.2 million in 2005 to 21.6 million in 2010.  RV ownership also is 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 $43,000 per annum.

The average age and annual household income of our club members in 2008 were 56 years and $80,000, respectively.  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.

Membership Clubs

We operate the Good Sam Club, President’s Club, Coast to Coast Club and Camp Club USA for RV owners, campers and outdoor vacationers, and the Golf Card Club for golf enthusiasts.  The membership clubs form a receptive audience to which we market our products and services.

The following table sets forth the number of members at December 31, 2008, annual membership dues and average annual renewal rates during the period of 2004 to 2008 for each club:

	Number of Members		Average Renewal
Membership Club	at December 31, 2008 (1)	Annual Fee (2)	Rate (3)
Good Sam Club	952,200	$12 - $25	63	%
President’s Club	718,500	$15 - $20	71	%
Coast to Coast Club	60,200	$90 - $140	71	%
Other Clubs:
Golf Card Club	31,700	$49 - $65	51	%
Camp Club USA (4)	41,200	$40 - $50	—

(1)  Also includes multi-year and lifetime members.

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

(3)  Excludes members having lifetime memberships.

(4)  Camp Club USA was launched in 2006 so renewal data is not yet available.

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,

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reduced membership costs and a strengthened member commitment.

Good Sam Club

The Good Sam Club, a membership organization for RV owners, is the largest RV organization worldwide with approximately 952,200 member families.  As of December 31, 2008, there were 1,640 local chapters throughout the United States and Canada.  The average renewal rate for Good Sam Club members was approximately 63% during the period 2004 through 2008. The renewal rate was approximately 58% in 2008.

The Good Sam Club is widely recognized as an essential part of the RV ownership experience.  By delivering value to members through information, support and benefits, including 10% discounts at approximately 1,520 RV parks across the U.S. and Canada, members save money, come together to share experiences and more thoroughly enjoy RVing.  Other benefits include discounts on the purchase of RV supplies and accessories at select RV service centers; an annual subscription to Highways, the club’s 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 $90.

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

In 1992, the Good Sam Club began selling lifetime memberships.  In 2008, the average price for a life membership was $237 with approximately 150,900 members registered as of December 31, 2008.  Based on an actuarial analysis of the life members, we expect the average length of a lifetime membership to be 18 years.

The following table lists the number of club members and RV parks and campgrounds from 2004 through 2008 at which discounts for members were available at December 31st of the respective year:

	2008	2007	2006	2005	2004
Number of Good Sam memberships	952,200	1,012,500	992,000	984,100	971,000
Lifetime members included above	150,900	146,400	143,000	136,100	131,900
Number of RV campgrounds offering discounts to Good Sam members	1,520	1,500	1,610	1,580	1,750

President’s Club

The President’s Club program, which was established in 1986, 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, 2008, the President’s Club had approximately 718,500 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 an extremely cost effective and powerful method of acquiring new customers and retaining existing customers who are entering the RV lifestyle or have been in the lifestyle for some time.  We use the significant amount of information gathered when a customer signs

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up for membership in the President’s Club to tailor product offers that are most meaningful to the customer’s 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 supercenters.

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.  The President’s Club brand is marketing in conjunction with the Camping World brand in the majority of our promotional pieces directed at these customers related to our product and service offerings.

President’s Club memberships may initially be obtained for one, two or three years at a cost of $20, $35 or $50, respectively.  We estimate that the average President’s Club member realizes annual savings of approximately $38.  The average renewal rate for members of the President’s Club was 71% during the period from 2004 to 2008.

The following table sets forth the number of President’s Club members and number of retail stores at year-end for 2004 through 2008:

	2008	2007	2006	2005	2004
Camping World’s President’s Club memberships	718,500	738,500	680,300	643,100	596,700
Number of stores	78	77	63	44	39

Coast to Coast Club

The Coast to Coast Club has operated a reciprocal use network of private RV resorts in North America since 1972.  The club offers 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.  At December 31, 2008, there were approximately 60,200 member families in the Coast to Coast Club which had nationwide access to approximately 239 private RV resorts and a network of approximately 211 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.  For an initial membership fee plus annual maintenance fees, both paid by the customer to the resort, 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 $337.95 for a five-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 providing information on the participating resorts; discounts on our other publications; access to discounted condo vacation getaways and other discounted travel such as cruises; 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

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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 71% during the period 2004 through 2008.

The following table sets forth the number of members in the Coast to Coast Club, resorts participating in the reciprocal use program, and the number of public resorts extending discounts to Coast to Coast Club members for 2004 through 2008.   The membership decline in Coast to Coast Club in 2008 resulted from our reliance on the private park network to promote and generate new park members, and ultimately sell our product, a lack of new park development, and our exclusion of sub-standard parks from the network.

	2008	2007	2006	2005	2004
Number of Coast to Coast Club memberships	60,200	69,600	78,900	85,200	98,700
Participating private resorts	239	241	301	301	309
Participating public resorts	211	210	228	225	176

Golf Card Club

The Golf Card Club, founded in 1974, had approximately 31,700 members at December 31, 2008.  The major attraction for membership is the financial savings which members receive when playing at any of the approximately 2,820 participating golf courses located throughout the US and Canada. The annual membership fee varies with the length and type (single or double) of membership.  We believe that the participating golf courses providing playing privileges to club members represent the largest number of golf courses participating in a discount program in North America.  None of the participating golf courses are owned or operated by us.

Golf Card Club members receive a variety of benefits, including:  a minimum of two rounds annually of free or discounted golf at participating golf courses; discounted vacation packages at 133 “Stay and Play” resorts; discounts on golf practice at 43 driving ranges; savings on golf merchandise purchases at select member golf courses; car rental discounts from National and Alamo; an annual subscription to the Golf Traveler member publication, published three times per year in print and twelve times electronically; the annual directory listing participating golf courses and resorts; chances to win free golf merchandise in quarterly member giveaways; access to 71 local Grasshopper Clubs for tournaments and social activities; an opportunity to play in member-guest tournaments; an opportunity to test (and keep) select golf products; a chance to win a free golf lesson from a participating Golf Card pro; and access to the club web site (www.golfcard.com) including member-only features such as handicap tracking, course reviews, and trip routing.

Municipal, daily-fee, semi-private, and resort golf courses participate in the Golf Card program.  The program is attractive to participating courses because it builds traffic and helps fill empty tee times during off-peak hours.  In addition, participating courses receive promotion of their golf course in the Golf Traveler member publication, the Annual Directory, and the club website.  Members also purchase other merchandise or services when exercising their playing privileges.  In this manner, Golf Card members tend to provide incremental revenue to the golf courses.  Based on surveys conducted by us, members realize savings on green fees ranging from $150 to $250 annually, which significantly exceed the cost of membership.

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The standard annual membership fee is $49 for a single membership and $89 for a twosome membership.  Multi-year memberships range from a single two-year membership for $118, to a three-year twosome membership for $267.  The average renewal rate for Golf Card Club members was approximately 51% for the period from 2004 to 2008.  The membership decline in Golf Card Club since 2004 resulted from management’s decision to cease acquisition marketing due to lack of affinity to our other clubs.

The following table sets forth the number of Golf Card Club members, participating golf courses and “Stay and Play” resorts at December 31st of each respective year:

	2008	2007	2006	2005	2004
Number of Golf Card Club memberships (1)	31,700	44,900	55,000	57,800	67,200
Number of Participating Golf Courses	2,820	3,000	3,300	3,600	3,650
Number of “Stay and Play” Golf Resorts	133	144	165	175	200

(1)  A single membership counts as one member and a double membership as two members.

Camp Club USA

Camp Club USA was launched January 2006 as a discount camping club offering a 50% discount on campsites.  At December 31, 2008 we had approximately 41,200 members.  Members receive a variety of benefits, including 50% savings at 1,113 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 exceed the cost of membership.

The following table sets forth the number of Camp Club USA members and participating campgrounds at December 31st of each respective year:

	2008	2007	2006
Camp Club USA members	41,200	38,100	22,900
Participating campgrounds	1,113	727	603

Membership Products and Services

Our approximately 1.8 million club members form a receptive audience to which we sell products and services targeted to the recreational interests of our club members.  We promote products and services which either address special needs arising in the activities of our club members or appeal generally to persons with the demographic characteristics of our club members.  The two most established products are the emergency road service (“ERS”) and the vehicle insurance programs.  Most of our 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.  We believe it is important to target the diversified market niches with identifiable products that offer a full range of benefits.  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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Emergency Road Service

The Company developed Emergency Road Service (“ERS”) initially for Good Sam Club members in 1984, as an enhancement to their club membership.  Since then, the Company has expanded the breadth of its programs and now includes club members as well as non-club members.  Currently 32% of the Good Sam Club members are enrolled in the Good Sam ERS program.  Specializing in RV towing, the Company believes it is important to target diversified market niches with identifiable products that serve various service level objectives.  The Company markets its products through direct mail, but also through publication advertising, space ads, promotional events, telemarketing, and the Internet.  Annual subscriber dues range from $64.95 to $129.95 and benefits include roadside assistance, towing, and other travel-related benefits and services.

The table below sets forth the total enrollment in the various ERS programs for 2004 through 2008:

	2008	2007	2006	2005	2004
ERS Enrollment	354,400	388,500	379,200	369,900	360,900

Enrollment in the various ERS programs grew consistently through 2007, however declined by 34,100 members, or 8.8%, in 2008 due to soft market conditions resulting in reduced acquisition members.  Expanded marketing efforts are underway to improve enrollment in 2009.

Vehicle Insurance Programs

We provide our customers with several property and casualty insurance products, including two specialized RV insurance programs, a motorcycle insurance program and a homeowner’s insurance program.  The two core brands are the Vehicle Insurance Program (“VIP”) and the Motor Vehicle Program (“MVP”); each of these products is promoted to the Company’s database through various direct marketing channels.  At December 31, 2008, the two programs had approximately 184,100 policyholders, which represented a 13.5% and 5.3% penetration, respectively, of the Good Sam Club and the President’s Club.  During the period 2004 to 2008, the average renewal rate of members participating in these insurance programs was 90%.  We have a marketing arrangement with a third party licensed insurer that provides the vehicle insurance.  The Company receives revenue for both new and renewing policyholders, while we share only in the acquisition marketing expenses with the insurer.  All claims risk is carried by the third-party provider.

The following provides detail of the total number of policies in force, the dollar amount of written premiums generated on the book of business, and the marketing fees generated for 2004 through 2008:

	2008		2007		2006		2005		2004
Total policies in force	184,100		201,700		201,400		205,800		208,000
Written premiums paid to insurance providers (in millions)	$	218	$	243	$	253	$	251	$	253
Marketing fees (in millions)	$	18	$	20	$	20	$	20	$	20

The reduction in policies in force from 2007 to 2008 resulted from consumers increasingly buying travel trailers instead of motorhomes, and reduced marketing efforts beginning in mid 2008 because of lower response rates.  New competitive insurance products are currently being developed to better address travel trailer needs.

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Other Products and Services

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.

Our Continued Service Plan (“CSP”), a private label extended vehicle warranty program for RVs, had total net revenue for 2008 of $30.6 million, increasing 5% over 2007.  The program had approximately 44,000 policies in force as of December 31, 2008.  Sales of new policies were derived from direct mail marketing, print ads in our magazines, Internet and e-mail solicitations, and retail kiosks in Camping World stores.  Policy renewals represented 58% of the total revenue in 2008.  We now offer CSP through our Authorized RV Dealer Program.  As of December 31, 2008, there were 69 dealer locations authorized to sell extended vehicle warranty and other products and services offered by the Company.

Our RV financing program is administered by a third party financial institution.  The number of RV loans extended to our club members in 2008 increased by 33% from 2007.  This increase in loans can be directly attributed to a new third-party financing partnership allowing our members access to more competitive interest rates.

In addition, we evaluate other products and services that club members may find attractive.  When introducing new products and services, we concentrate on products and services provided by third parties, which we can market without significant capital investment by us, and for which we receive a marketing fee from the service provider based on sales volume.  We seek to utilize the purchasing power of our club members to obtain products and services at attractive prices.

Publications

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 power sports 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:

	2008	Issues Published
Publication	Circulation	Annually
PAID CIRCULATION MAGAZINES (1)
American Rider	58,524	6
ATV Sport	66,139	10
Bass & Walleye Boats	62,507	9
Camping Life	79,578	8
MotorHome	140,468	12
Powerboat	27,043	11
Rider	144,593	12
SnowGoer	64,231	7
Trailer Boats	94,996	11
Trailer Life	248,675	12
CONTROLLED CIRCULATION- Business (2)
Boating Industry	26,000	12
Campground Management	14,332	12
PowerSports Business	12,000	16
PowerSports Business Dealer Directory	12,000	1
PowerSports Business Market Data Book	12,000	1
RV Business	18,000	12
CONTROLLED CIRCULATION- Consumer (3)
ATV Magazine	220,390	6
Snow Week	30,000	2
Watercraft World	46,068	6
FREE DISTRIBUTION (4)
Thunder Press- North	28,862	12
Thunder Press- South	22,490	12
Thunder Press- West	41,035	12
Woodall’s Specials (5)	66,002	1
Woodall’s Regional News Tabloids	70,847	36
ANNUALS (1)
Cruiser Buyers Guide	73,480	1
Trailer Life Campground/RV Park & Services Directory	170,132	1
Trailer Life’s RV Buyers Guide	85,558	1
Towing Guide	313,790	1
Ultimate Snowmobile Buyers Guide	82,114	1
Woodall’s Buyer’s Guide	45,742	1
Woodall’s Campground Directory	236,361	1
Woodall’s Tenting Directory	118,808	1
CLUB MAGAZINES (6)
Camp Club USA Directory	73,053	1
Coast to Coast Magazine	81,824	8
Golf Traveler (7)	40,467	4
Highways	982,741	12
RV View	736,074	4

(1)Paid circulation, may include supplemental qualified controlled circulation.

(2)Trade publication distributed to industry-specific groups.

(3)Qualified and limited paid circulation.

(4)Includes limited paid circulation.

(5)Distribution to RV outlets, including campgrounds and dealerships.

(6)Limited to club members and promotional copies.  The magazine is included with the membership.

(7)Only one magazine is issued when two members are from the same household.

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Paid Circulation Magazines

American Rider, introduced in November 1993, is targeted to owners and operators of Harley-Davidson motorcycles.

ATV Sport was introduced in May 1998 and targets recreational and racing sport quad riders.

Bass and Walleye Boats is dedicated to freshwater fishing boat owners who demand top performance from their boats, engines and accessories.

Camping Life appeals to family-style campers and other outdoor enthusiasts with articles about destinations, products and activities to enhance their outdoor lifestyles.

MotorHome is a monthly periodical for owners and prospective buyers of motorhomes which has been published since 1968 and features articles on subjects such as product tests, travel and tourist attractions.

Powerboat is a leading performance boating magazine which was founded in 1968 and acquired by us in 2005.  This magazine focuses on performance boats, engines, as well as race coverage. The magazine is well known for its “Performance Trials,” regarded as one of the industry’s most comprehensive and authoritative testing programs while boasting some of the marine industry’s finest photography and writing.

Rider is a monthly magazine for motorcycle touring enthusiasts and has been published since 1974.  Each issue focuses on motorcycles, personalities, technical subjects, travel notes and other features of interest to this recreational affinity group.

SnowGoer is designed for highly active snowmobiling participants and provides detailed equipment and product critiques, and maintenance tips.

Trailer Boats magazine, the country’s only trailer boating magazine, is dedicated to the hard-core enthusiast of trailerable boats, marine propulsion, accessory installations and use, maintenance and repair, tow vehicles, boat trailering, seamanship, water sports and cruising.

Trailer Life, initially published in 1941, is the leading consumer magazine for the RV industry, featuring articles on subjects including product tests, travel and tourist attractions.

Controlled Circulation Magazines- Business

Boating Industry is the leading source of news and information for dealers, manufacturers, aftermarket vendors and other professionals in the marine industries through its bi-monthly magazine and daily web site.

Campground Management is the leading trade magazine for the campground industry.

PowerSports Business is an industry trade magazine, introduced in January 1998, which combines the previously issued Snowmobile Business and Watercraft Business with a motorcycle and ATV business section.  Distribution is to dealers servicing these industries, which in numerous cases have combined operations to service more than one of these segments.

PowerSports Business Dealer Directory is a supplier directory for each of the ATV, snowmobile and watercraft markets.  This directory features hundreds of manufacturers and suppliers of parts,

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services, apparel and much more, complete with detailed company information.

PowerSports Business Market Data Book is an annual publication that provides industry sales trends for power sports manufacturers and dealers; dealer customer service and performance data; manufacturer stock performance updates; industry supplier information; and various industry research projects.

RV Business is the leading trade magazine covering industry news and trends for RV dealers, manufacturers, suppliers, associations and others.

Controlled Circulation Magazines- Consumer

ATV Magazine’s first issue was published in October 1995.  The publication is designed to reach large numbers of active ATV owners with comprehensive product information during the peak periods when equipment is purchased.

Snow Week is the central source of information for the competition and high-performance snowmobiling market segment.  The publication provides timely, year-round articles on racing, performance enhancing products, technical assistance, new product introductions, and general industry information.

Watercraft World is targeted to avid personal watercraft enthusiasts and provides detailed critiques of watercraft, in-depth gear and accessory evaluations, technical tips and racing information.

Free Distribution Publications

Thunder Press newspapers are published monthly in three separate editions to reach the country’s motorcycling public and are available primarily through motorcycle dealers.  This tell-it-like-it-is magazine is designed for the ultra-active motorcycle enthusiast who feels passionate about the lifestyle.

Woodall’s Specials are annual publications geared around specific events, such as the beginning of the camping season and the beginning of the snowbird season.  Its editorial content is aimed at seasonal events and the ads are largely from regional campgrounds.

Woodall’s Regional News Tabloids publications are designed to appeal to the prospective or first-time RV owner.  Stories in these publications cover area campgrounds and RV dealerships, as well as new vehicles on the market and new products within the industry.  The publications are primarily distributed at campgrounds and RV parks, as well as at RV shows and state welcome centers.

Annual Publications

Cruiser Buyers Guide is an annual publication which provides information about new and modified cruisers with features embracing the motorcycle cruiser lifestyle.

Trailer Life RV Parks, Campground & Services Directory, initially published in 1972, is an annually updated directory which provides comprehensive information on approximately 11,600 public and private campgrounds, over 860 RV service centers, and over 875 tourist attractions in North America.  It is the official directory of the Good Sam Club and is the premier source to find all the Good Sam discount locations.  This directory is sold primarily to Good Sam Club members and RV enthusiasts via direct mail, e-commerce, at RV dealerships, RV Parks and in bookstores.

Trailer Life’s RV Buyers Guide, issued annually, features more than 400 listings with photos, floorplans and specifications on new RVs including travel trailers, fifth-wheel trailers, folding camping trailers, motorhomes and truck campers.  The publication is sold at newsstands and by mail order

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from magazine advertisements.

The Towing Guide is a booklet dedicated to meeting the needs of all camping and boating enthusiasts that are towing a trailer.  This booklet serves as a step-by-step tutorial for newcomers and a refresher course for trailer-towing veterans to ensure that maximum enjoyment of their trailer by making informed decisions.

The Ultimate Snowmobile Buyers Guide is an annual publication focusing on new snowmobiles introduced in the current year, along with accessories, providing competitive statistics to enable the reader to make informed purchases.

Woodall’s Buyer’s Guide is an annual publication distributed mainly through bookstores and newsstands, which provides photos, floor plans and specifications of the new model year RVs.  The buyer’s guide was first published in 1978.

Woodall’s Campground Directory, initially published in 1948, is an annual consumer directory offered in both national and regional editions.  This directory is primarily distributed through book stores.

Woodall’s Tenting Directory is an annual directory distributed primarily through newsstands, which provides information on both government and privately-owned campgrounds and the outdoor activities and attractions that are available near them.

Club or Trade Magazines and Books

Each of our membership clubs has its own publication which provides information on club activities and events, feature stories and other articles.  We publish Highways for the Good Sam Club, Coast to Coast Magazine for the Coast to Coast Club, The Golf Traveler for the Golf Card Club, the Camp Club USA Directory for Camp Club members, and RV View for the President’s Club.  We also periodically publish books targeted to our club membership which address the RV lifestyle.

Consumer Shows

We operate 49 consumer outdoor recreation shows primarily focused on RV and power sports markets.  Twelve of the shows were acquired from Royal Productions, Inc. in December 2005, six consumer shows were purchased from H & S Productions, LLC in February 2006, four RV shows were purchased from Apple Rock Advertising and Promotions, Inc. in September 2006, one show was acquired from MAC Events, LLC in January 2007, five shows were acquired from Industrial Expositions, Inc. in February 2007, nine RV and boat shows were acquired from MAC Events, LLC in January 2008, and three RV and boat shows were acquired from Mid America Expositions, Inc. in February 2008.  These shows provide us with the opportunity to reach new customers and interact with them on a face-to-face basis.  Revenues are recognized primarily from the sale of exhibitor booth space and admission fees.

Guest Services Campground Guides

We produce local campground guides distributed free of charge to approximately 370 campgrounds across the U.S., with limited distribution in Canada.  These guides include paid advertisements for local attractions, restaurants and services and also include a site map of the campground.

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Retail

Camping World is a national specialty retailer of merchandise and services for RV owners.  With the opening of our six newest Camping World supercenters in 2008, we currently operate 78 Camping World retail locations in 31 states.  These stores accounted for approximately 89% of the 2008 total retail revenue, while approximately 11% was derived from catalog and Internet sales.  Five under-performing retail stores were closed in 2008.

In the RV accessory industry, we believe that Camping World has a high level of name recognition, an effective triple channel distribution strategy (store, catalog, and Internet), 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 offers approximately 10,600 SKUs, most of which are not regularly available in general merchandise stores.  The Camping World supercenters provide installation and repair services for RV products, which are also not available at general merchandise 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.  Some Camping World stores feature resource centers, staffed with licensed insurance agents who market such products and services as vehicle insurance, extended warranty and ERS.  Camping World’s supercenters are designed to provide one-stop shopping by combining broad product selection, technical assistance and on-site installation services.  We strategically locate Camping World supercenters 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 the 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 supercenter 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 them to obtain merchandise at costs which compare favorably to local RV dealers and retailers.

The retail supercenters are periodically reset to enhance the customers’ shopping experience as well as to maximize merchandise category 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 RV technical consultants and equipped with demonstrable merchandise to assist in educating customers about RV performance products.  The resource centers provide an opportunity to promote service offerings in a more interactive and consultative selling environment.  They are staffed with professionals marketing insurance products, extended warranties, roadside service, club memberships, and RV financing, which product offerings add to the depth of services that Camping World customers have become accustomed to receiving at our supercenters.  Finally, store dress, promotional signage and directional signage are periodically refreshed to further enhance our customers’ shopping experience at Camping World’s supercenters.

Camping World’s supercenters generally range in size from approximately 10,000 to 64,000 square feet.  Approximately 40% of each supercenter is devoted to a retail sales floor, a customer service area, and a technical information counter; 40% is comprised of the 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 and facilitate maneuvering of RVs.  By combining broad product selection, technical assistance, installation and repair services, Camping World’s supercenters provide one-stop shopping for RV owners.  Camping World maintains toll-free telephone numbers for

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customers to schedule installation and repair appointments.  Most supercenters are open seven days a week.

Camping World continued its controlled expansion of their supercenter store network while simultaneously developing dealer partnerships across North America.  This marketing strategy provides an expanded number of customers with access to the vast array of products and services that we offer and generate traffic for our dealer partners by marketing locally, regionally and nationally our extensive parts and accessories business.  In 2003, we initiated the dealer alliance program under which we sublease space in an existing RV dealership where we operate a Camping World store or operate the Camping World store adjacent to the RV dealership.  Currently, we operate 60 Camping World stores alongside or within RV dealerships, including 52 Camping World stores that are part of our dealer alliance program.  Of these 60 Camping World stores that are alongside or within RV dealerships, 45 are located alongside or within dealerships indirectly owned or operated by FreedomRoads Holding LLC and its subsidiaries (collectively “FreedomRoads”).  FreedomRoads is indirectly owned and controlled by Stephen Adams, our Chairman and principal owner of our parent company.

On March 6, 2006, Camping World, Inc., an indirect wholly-owned subsidiary that operates the Camping World stores, entered into a joint venture agreement with FreedomRoads.  The joint venture agreement provides that Camping World and FreedomRoads will act cooperatively with a view to maximizing synergies and to locate, establish and utilize mutually beneficial relationships that are available only to the parties acting together that would not otherwise be available to either party independently.  There are no capital requirements or sharing of income and expenses under the agreement.

On January 1, 2009, a Series Entitlement and Sponsorship Agreement was entered into by and between National Association for Stock Car Auto Racing, Inc. (“NASCAR”) and FreedomRoads, LLC (“FR”), a wholly owned subsidiary of FreedomRoads, and CWI, Inc. (“CWI”), a wholly owned subsidiary of Camping World, Inc. (the “NASCAR Sponsorship Agreement”).  Pursuant to the terms of this agreement, CWI and FR obtained rights as the title sponsor of the NASCAR Truck Series.  The NASCAR Sponsorship Agreement provides for a term of seven years, commencing January 1, 2009 and terminating December 31, 2015, and requires the payment of annual rights fees in exchange for the rights granted to FR and CWI.  The obligations of FR and CWI under the Sponsorship Agreement are joint and several in nature, provided that the liability of CWI for the annual rights fees during the term of the NASCAR Sponsorship Agreement is capped at an aggregate of $6,500,000.

Camping World initiated its catalog operations in 1967.  Camping World currently has a proprietary mailing list of approximately 2.3 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 those customers most likely to order from Camping World’s catalogs.  As a result, Camping World is able to target 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 to RV owners.  In addition, Camping World rents mailing lists of RV owners from third parties.

During 2008, Camping World distributed 4.8 million catalogs, 3.9 million of which were mailed in eight separate mailings, and the remaining 900,000 catalogs were distributed in supercenters, at campgrounds and other RV locations, and as package inserts.  During the same period, Camping World processed approximately 242,000 catalog orders at an average net order size of $115, excluding postage and handling charges.  Camping World distributed eight high-quality, full-color catalogs during 2008, consisting of seven catalogs plus a Master Catalog in the spring of 2008.

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Internet

The Internet has proven to be a significant, low-cost source for new club members, subscriptions and other ancillary product sales.  We maintain fifty-two Internet web sites, which are accessible directly or through http://www.rv.net.  In 2000, our club operations commenced a low-cost marketing strategy through e-mail membership acquisition campaigns.  Members added in 2008 under these programs represented over 10% of all new club members.  E-mail acquisition campaigns and Internet online advertising generated $36.1 million of revenue in 2008.

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 39% of new enrollments with the remaining 61% derived from other sources.  We use a variety of commercially available mailing lists of RV owners in our direct mail efforts.  Currently, the most widely used list databases are provided by three commercial list compilers, and direct response lists are from RV industry participants, RV consumer surveys, and proprietary in-house lists.

Our media segment solicits advertisements through an internal sales force and by paying commissions to advertising agencies and independent contractors who place advertisements.  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.

Operations

Our customer service operations are located in Denver, Colorado and Bowling Green, Kentucky.  The primary focus of these groups is to manage our customers’ expectations and relationship with the organization.  These member service operations processed approximately 1.1 million telephone calls in 2008.  Over fifty percent of the calls originated from the marketing efforts of catalog mailings, membership acquisition, membership renewals and associated ancillary products and events.  All such efforts use toll-free numbers as a response mechanism.

Camping World’s catalog, Internet and fulfillment operations are located in Franklin, Kentucky and Bakersfield, California.  Fulfillment operations involve the processing of orders and checks principally received by mail.  Orders are usually processed and shipped within 24 hours of receipt.  Certain fulfillment operations are performed by third parties.

Our publication operations are based in Minnesota and California.  We 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 web sites 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

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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, merge and purge programs, and advanced data base analysis and modeling techniques 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 control, 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 supercenter.  These registers are trickle-polled throughout the day for “flash reporting” and a full polling of data is performed nightly at the close of business into the data center located in Bowling Green, KY.  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 supercenter and mail order operation to evaluate inventory levels, determine markdowns and analyze gross profit margins by product.

Camping World’s catalog operations also utilize a computerized management system allowing on-line desktop access to information which previously required manual retrieval.  Screen prompts that provide product, promotional, and revenue potential information have allowed Camping World to maintain high service levels during seasonal sales peaks.

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 services provided by third parties, including insurance, RV financing, and extended warranty programs, are currently subject to certain regulation, and may be subjected 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 in the future 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.

Competition

In general, our membership clubs, retail and catalog operations and publications compete with numerous organizations in the recreation industry for disposable income spent on leisure activities.  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 high renewal rates of our membership clubs.  The products and services marketed by us compete with similar products and services offered by other providers.  However, management believes 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.

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Employees

As of December 31, 2008, we had 1,674 full-time and 140 part-time or seasonal employees, consisting of 7 executives, 1,194 employees in retail operations, 364 employees in administrative and club operations, 195 employees in publishing and advertising sales, 6 employees in resort services and 48 employees in marketing.  No employees are covered by a collective bargaining agreement.  We believe that our employee relations are good.

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.

ITEM 1A:  RISK FACTORS

The risks described below are not the only risks we face.  Any of the following risks could materially adversely affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also materially adversely affect our business operations.

Risks Relating to our Debt

Our substantial indebtedness could adversely affect our financial health.

We have a significant amount of indebtedness.  As of December 31, 2008, our total debt and total stockholder’s deficit were $292.1 million and $186.5 million, respectively.  Our total debt as of December 31, 2008 primarily consists of: (1) $127.0 million under the Amended and Restated Credit Agreement and Senior Secured floating Rate Note Purchase Agreement due June 24, 2009 (“Senior Credit Facility”), (2) $8.5 million under the Revolving Credit Facility due June 24, 2009, (3) $152.4 million under the AGI 9% Senior Subordinated Notes due 2012 (“AGI Senior Notes”), and (4) $4.2 million of debt relating to publication and consumer event acquisitions over the last six years within our Media segment.  In the future, we intend to use cash generated by operations to reduce our indebtedness.  However, we may from time to time, subject to restrictions imposed by the terms of our indebtedness, pay dividends or find it more advantageous to employ cash generated by operations for capital investments and acquisitions.

The Senior Credit Facility matures on March 31, 2010.  As of December 31, 2008, there was $135.5 million outstanding under the Senior Credit Facility and it is secured by a lien on all of the Company’s assets and a pledge of the Company’s stock and the stock of its subsidiaries.  Although the Company is currently seeking to refinance or replace the Senior Credit Facility and has received a number of proposals from prospective lenders, there can be no assurance that the Senior Credit Facility will be refinanced or replaced prior to its maturity.  The availability of financing is limited due to the current uncertainties in the capital markets.  In addition, the current general conditions in the U.S. economy had an adverse impact on the Company’s operations because consumers are reducing discretionary spending, including spending on the recreational activities offered by the Company, and businesses are reducing advertising and marketing expenditures which have adversely affected the advertising revenues received by the Company.  As a result, it may be even more difficult for the Company to refinance or replace the Senior Credit Facility due to the current deterioration in the Company’s operating results.  If the Company is not able to refinance or replace the Senior Credit Facility prior to its maturity on March 31, 2010, the lenders will be entitled to exercise their remedies to sell the collateral securing the repayment of the Senior Credit Facility, including the Company’s assets, the stock of the Company and the stock of the Company’s subsidiaries.  Since the indebtedness owed under the Senior Credit Facility is secured, it would be repaid before any of the unsecured or subordinated obligations of the Company and its subsidiaries.  It is also possible that the interest rate payable on a new credit facility will be higher than the interest rates under the current Senior Credit Facility as amended June 5, 2009 which will adversely affect the Company’s cash flow and profitability (or increase losses).

Our ability to satisfy our debt service obligations depends primarily on our operating performance.  Future debt repayments by us, including the principal amount of the notes, may require funds in excess of our available cash flow.  We cannot assure our investors that we will be able to raise additional funds, if necessary, through future financings.  The indentures pursuant to which the Company issued its 9% Senior Subordinated Notes due 2012 impose several restrictions upon us, including restrictions on our ability to incur additional indebtedness, pledge assets, and make dividends and distributions.

Our parent, AGHI, has debt as of December 31, 2008 consisting of $111.8 million principal amount of 10-7/8% senior notes due 2012 (the “AGHI Notes”) which is net of $1.9 million unamortized original issue discount.  The AGHI Notes are unsecured obligations of AGHI, and neither AGI nor its subsidiaries have guaranteed payment of principal or interest on the AGHI Notes.  Interest on the AGHI Notes is payable semi-annually and the entire principal amount of the AGHI Notes is due in full on February 15, 2012.  For interest payments on and prior to February 15, 2008, the Company had the election to pay interest on the AGHI Notes in cash or by the issuance of additional notes of the

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same tenor as the AGHI Notes, except the maturity date is March 15, 2010.  AGI has not paid any dividends to AGHI to fund payment of interest on the AGHI Notes and AGHI made the interest payments due on August 15, 2005, February 15, 2006, August 15, 2006, February 15, 2007, and February 15, 2008 through the issuance of additional notes.  AGHI paid the interest on the AGHI Notes due August 15, 2007 and 2008 from proceeds of capital contributions made by AGHI’s parent, AGHC in the amount of $5.9 million and $6.2 million, respectively.  As of December 31, 2008, $111.8 million of AGHI Notes remain outstanding, including $25.4 million due on March 15, 2010.  Any additional AGHI Notes issued in payment of interest are due in full on or before March 15, 2010.  In 2009, AGHI must rely on dividends from AGI or contributions from AGHC to fund the interest payments due under the AGHI Notes.  Although a source of the cash payment of the AGHI Notes is dividends from AGI, there are certain restrictions on the payment of dividends under the AGI Senior Credit Facility and the AGI Indenture.

The AGI Senior Credit Facility, the AGI Indenture and the indenture governing our AGHI Notes contain certain restrictive covenants relating to, but not limited to, mergers, changes in the nature of the business, acquisitions, additional indebtedness, sale of assets and investments, and the payment of dividends subject to certain limitations and minimum operating covenants.

Our substantial indebtedness could have important consequences to our investors.  For example, it could: (i) increase our vulnerability to general adverse economic and industry conditions, (ii) require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, expansion through acquisitions and other general corporate purposes, (iii) limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, (iv) place us at a competitive disadvantage compared to our competitors that have less debt, and (v) limit our ability, among other things, to borrow additional funds.

Despite current indebtedness levels and restrictive covenants, we still may be able to incur substantially more debt in the future.

Despite our current level of debt, we or our subsidiaries may be able to incur substantial additional debt in the future.  Our Amended and Restated Credit Agreement (“Senior Credit Facility”) will permit total borrowings of up to $187.0 million.  Although our Senior Credit Facility and our AGI Senior Notes restrict us and our restricted subsidiaries from incurring additional debt, these restrictions are subject to important exceptions and qualifications.  If we or our subsidiaries incur additional debt, the risks that we and they now face as result of our leverage could increase.

If our financial condition and operating results deteriorate, our relationships with our creditors, including the holders of the AGI Senior Notes, the lenders under our Senior Credit Facility and our suppliers, may be adversely affected.

Our operations are substantially restricted by the terms of the AGI Senior Notes and our Senior Credit Facility which could adversely affect us and increase our credit risk.

The indenture governing the AGI Senior Notes, AGHI Senior Notes, and the credit agreement for the Senior Credit Facility include a number of significant restrictive covenants.  These covenants restrict, among other things, our ability to: (i) incur more debt, (ii) pay dividends or make other distributions, (iii) make investments, (iv) issue stock of subsidiaries, (v) repurchase stock, (vi) create liens, (vii) enter into transactions with affiliates, (viii) enter into sale-leaseback transactions, (ix) merge or consolidate, and (x) transfer and sell assets.

Our Senior Credit Facility contains additional and more restrictive covenants than the terms of the indenture governing the AGI Senior Notes, including financial covenants that require us to achieve

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certain financial and operating results and maintain compliance with specified financial ratios.  Our ability to comply with these covenants and requirements may be affected by events beyond our control, and we may have to curtail some of our operations and growth plans to maintain compliance.

These covenants could limit our ability to plan for or react to market conditions or to meet our capital needs.  These covenants are subject to certain important exceptions.  AGI was in compliance with its debt covenants at December 31, 2008.

If we are not able to comply with the covenants and other requirements contained in the indenture for the AGI Senior Notes, our Senior Credit Facility or our other debt instruments, an event of default under the relevant debt instrument could occur.  Our ability to comply with the provisions of the indenture, our Senior Credit Facility and the agreements or indentures governing other debt we may incur in the future could be affected by events beyond our control and, therefore, we might be unable to meet those ratios and conditions. If an event of default does occur, it could trigger a default under our other debt instruments, we could be prohibited from accessing additional borrowings, and the holders of the defaulted debt could declare amounts outstanding with respect to that debt to be immediately due and payable.  We cannot assure our investors that our assets or cash flow would be sufficient to fully repay borrowings under our outstanding debt instruments or that we would be able to refinance or restructure the payments of these debt instruments. Even if we were able to secure additional financing, it may not be available on terms favorable to us.

To service our indebtedness, we will require a significant amount of cash, the availability of which depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness and the indebtedness of our subsidiaries, and to fund planned capital expenditures will depend on our ability to generate cash in the future. To a certain extent, this is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We cannot assure our investors that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our Senior Credit Facility in an amount sufficient to enable us to pay our indebtedness, including the Senior Credit Facility and the AGI Senior Notes, as it becomes due or to fund our other liquidity needs.  If our future cash flow from operations and other capital resources are insufficient to pay our obligations as they mature or to fund our liquidity needs, we may be forced to reduce or delay our business activities and capital expenditures, sell assets, sell additional shares of capital stock or restructure or refinance all or a portion of our debt, on or before its maturity.  We cannot assure our investors that we will be able to refinance any of our indebtedness, including the Senior Credit Facility and the AGI Senior Notes, on satisfactory terms or at all.

Our failure to comply with our obligations under the indenture governing the AGI Senior Notes or the Senior Credit Facility may result in an event of default under those debt instruments.  A default, if not cured or waived, may permit acceleration of our other indebtedness.  We cannot be certain that we will have funds available to remedy these defaults. If our indebtedness is accelerated, we cannot be certain that we will have sufficient funds available to pay the accelerated indebtedness or that we will have the ability to refinance the accelerated indebtedness on terms favorable to us or at all.

We may not have the ability to raise the funds necessary to repurchase the AGI Senior Notes upon a change of control.

Upon the occurrence of certain specific kinds of change of control events, we will be required to offer to repurchase all outstanding AGI Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest and liquidated damages, if any, to the date of repurchase.  However, it is

21

possible that we may not have sufficient funds at the time of the change of control to make any required repurchases or that the AGI Senior Credit Facility will not allow such repurchases.  Our failure to purchase tendered notes would constitute a default under the indenture governing the notes. In addition, certain important corporate events relating to our capital structure would not constitute a “change of control” under the indenture.

Risks Relating to Our Business

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

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 taste 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, and (6) significant increases in gasoline prices.  Any significant decline in usage or increase in program cancellations, without a corresponding increase in new member enrollments, could have a material adverse effect on our business.

Our future growth depends upon continued demand for our membership clubs from consumers we serve or seek to serve.  A significant downturn in leisure travel or in any of the other areas served by our membership clubs would have a material adverse effect on our business, financial condition and results of operations.

We depend on our relationships with our marketing partners and a disruption of these relationships or of our marketing partners’ 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.  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.

We face significant competition for disposable income spent on leisure merchandise and activities.

In general, our membership clubs, retail and catalog operations and publications compete with numerous organizations in the recreation industry for disposable income spent on leisure merchandise and activities. 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.

Our business could be adversely affected by deteriorating general economic conditions.

Our activities relate significantly to the amount of leisure time and the amount of disposable income available to users of our products and services.  Our business, therefore, may be 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.  In

22

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. 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.

The interests of our principal shareholder may conflict with the interests of holders of the debt instruments.

We are a wholly-owned subsidiary of Affinity Group Holding, Inc., which is indirectly a wholly-owned subsidiary of AGI Holding Corp. (“AGHC”), a privately held company.  Stephen Adams, our Chairman, 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.  Circumstances may occur in which the interests of Mr. Adams could be in conflict with the interests of the holders of our debt instruments and lenders.  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, even though such transactions may involve risks to the holders of our debt instruments and lenders.

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

Our operations are subject to varying degrees of federal, state and local regulation.  Our outbound telemarketing, direct mail, ERS program, and insurance activities are currently subject to regulation. Specifically, 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.

In addition to the existing regulatory framework, new regulatory efforts affecting our operations may be proposed from time to time in the future 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 our results of operations.

Our direct marketing operations are subject to various federal and state “do not call” list requirements.  The Federal Trade Commission has created a national “do not call” registry.  Under these federal regulations, consumers may have their phone numbers added to the national “do not call” registry.  Generally, we are prohibited from calling anyone on that registry.  In September 2003, telemarketers were granted access to the registry and are now required to compare their call lists against the national “do not call” registry at least once every 90 days.  We also are required to pay a fee to access the registry on a quarterly basis.  Enforcement of the “do not call” provisions began in late 2003, and the rule provides for fines of up to $11,000 per violation and other possible penalties.  These rules limit our ability to market our products and services to new customers.  Furthermore, we may incur penalties if we do not conduct our marketing activities in compliance with these rules.

23

Increase 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.  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.

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.

ITEM 2:  PROPERTIES

We lease all of the real properties where we have operations.  Our real property leases generally provide for fixed monthly rentals with annual escalation clauses.  The table below sets forth certain information concerning our properties and the lease expiration date includes all stated option periods.

	Square Feet	Acres	Lease Expiration
Corporate Headquarters:
Ventura, CA	74,100		2039
Other Office Facilities:
Carson, CA (regional publication office)	10,048		2012
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
Seattle, WA (regional publication sales office)	912		2009
Chesterfield, VA (shows sales office)	5,900		2011
Maple Grove, MN (Ehlert Publications Group, Inc. headquarters)	17,496		2010
Las Vegas, NV (regional shows sales office)	2,809		2009
Scotts Valley, CA (regional publication office)	3,905		2011
Bowling Green, KY (database and online media support)	5,952		2015
Port Angeles, WA (regional shows sales office)	3,300		2012
Distribution Centers:
Bakersfield, California	164,747	14.827	2037
Franklin, Kentucky	250,000	33.000	2035

24

	Square Feet	Acres	Lease Expiration
Camping World Supercenter 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
Earnhardt, AZ (1)	2,000	24.000	2017
North Little Rock, AR (3)	20,592	10.000	2042
Tucson, AZ (2)	12,145	2.000	2018
Mesa, AZ	27,500	3.140	2010
Bakersfield, CA (1)	23,325	9.940	2023
Fresno, CA (2)	6,932	21.010	2037
La Mirada, CA	33,479	5.501	2037
San Marcos, CA	25,522	2.212	2027
Fairfield, CA	43,434	3.780	2009
Rocklin, CA	29,085	4.647	2037
San Bernardino, CA	18,126	1.665	2012
San Martin, CA	29,486	5.000	2023
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
Ft. Myers, FL	22,886	4.217	2012
Gulf Breeze, FL (1)	5,747	13.897	2026
Kissimmee, FL (3)	58,382	6.043	2037
St. Augustine, FL (1)	21,875	20.000	2026
Tampa, FL	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
Savannah, GA (1)	6,285	4.898	2026
Woodstock, GA (1)	4,510	7.715	2026
Boise, ID (1)	6,033	12.690	2018
Island Lake, IL (1)	2,540	17.028	2026
Council Bluffs, IA (3)	23,620	5.770	2023
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	2025
Las Vegas, NV (1)	5,000	15.840	2027
Bath, NY (1)	4,356	5.500	2026
Amsterdam, NY (2)	13,420	28.000	2033
Churchville, NY (1)	7,193	10.380	2026
Syracuse, NY (1)	12,242	8.190	2026

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	Square Feet	Acres	Lease Expiration
Camping World Supercenter Locations continued:
Akron, OH (1)	3,865	9.622	2026
Oklahoma City, OK (2)	12,500	8.219	2023
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 (1)	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 (2)	34,478	3.238	2037
Anthony, TX (1)	7,061	32.000	2025
Denton, TX	22,984	6.887	2037
Fort Worth, TX (2)	11,102	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	2026
Kaysville, UT (1)	6,033	16.200	2027
Roanoke, VA (3)	35,796	7.690	2023
Winchester, VA	19,400	4.120	2042
Burlington, WA (1)	23,033	6.500	2025
Fife, WA	35,659	5.840	2032
Madison, WI (3)	20,400	4.866	2023

(1)   This supercenter 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 supercenter 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 supercenter 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 10,500 square feet on approximately 0.7 acres in Denver, Colorado, a body shop of 12,000 square feet on approximately 1.9 acres in Bellville, Michigan and other miscellaneous office equipment.  In addition, we own 12.439 acres of unimproved land adjacent to the New Braunfels, Texas Camping World Supercenter.

ITEM 3:  LEGAL PROCEEDINGS

From time to time, the Company is involved in litigation arising in the normal course of business operations.   The Company does not believe it is involved in any litigation that will have a material adverse effect on the results of operations or financial position.

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ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5:  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Not Applicable

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ITEM 6:  SELECTED FINANCIAL DATA

The selected financial data of our company for each of the five years ended December 31 are derived from our audited consolidated financial statements.  Prior to April 27, 2004, AGI was a wholly-owned subsidiary of Affinity Group Holding, Inc. (“AGH”).  On April 27, 2004, AGH merged into AGI, with AGI being the surviving entity after the merger.  The merger was accounted for as a combination of entities under common control using historical costs.  The results of operations of AGI and AGH in 2004 have been restated to reflect the April 27, 2004 merger.  Our selected financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and the notes thereto included herein.

	Year ended
	(dollars in thousands)
Statement of Operations Data:	2008			2007			2006			2005			2004
REVENUES:
Membership services	$	152,643		$	149,937		$	137,394		$	133,756		$	131,608
Media	82,424			90,537			86,742			79,122			77,977
Retail	291,070			321,730			290,422			272,682			255,094
	526,137			562,204			514,558			485,560			464,679
COSTS APPLICABLE TO REVENUES:
Membership services	90,758			94,840			87,407			85,551			84,231
Media	61,126			62,258			58,302			53,855			53,042
Retail	170,911			194,940			175,015			162,363			151,196
	322,795			352,038			320,724			301,769			288,469
GROSS PROFIT	203,342			210,166			193,834			183,791			176,210
OPERATING EXPENSES:
Selling, general and administrative	142,757			145,556			133,129			121,178			116,137
Restructuring charge	—			—			93			—			—
Goodwill impairment	47,601			—			—			4,344			—
Impairment of investment in affiliate	81,005			—			—			—			—
Depreciation and amortization	19,798			18,948			18,656			15,529			13,893
	291,161			164,504			151,878			141,051			130,030
(LOSS) INCOME FROM OPERATIONS	(87,819		)	45,662			41,956			42,740			46,180
NON-OPERATING ITEMS:
Interest expense, net	(23,649		)	(24,227		)	(24,593		)	(24,581		)	(23,239		)
Loss on derivative instrument (1)	(2,394		)	—			—			—			—
Debt extinguishment expense	—			(775		)	(835		)	—			(5,035		)
Other non-operating income (expense), net	(323		)	(149		)	9			(5		)	420
	(26,366		)	(25,151		)	(25,419		)	(24,586		)	(27,854		)
(LOSS) INCOME FROM OPERATIONS BEFORE INCOME TAXES	(114,185		)	20,511			16,537			18,154			18,326
INCOME TAX BENEFIT (EXPENSE) (2)	2,213			(1,583		)	(22,268		)	(7,416		)	(8,075		)
NET (LOSS) INCOME	$	(111,972	)	$	18,928		$	(5,731	)	$	10,738		$	10,251

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	December 31,
(dollars in thousands)	2008			2007			2006			2005			2004
Balance Sheet Data (at period end):
Working capital (deficiency)	$	(10,494	)	$	(21,064	)	$	(34,983	)	$	(6,731	)	$	(10,813	)
Total assets	294,352			421,611			408,008			415,460			320,222
Deferred revenues and gains (3)	96,424			104,390			100,089			98,920			99,130
Total debt	292,146			287,173			285,155			320,000			314,336
Total stockholders’ deficit	(186,514		)	(66,910		)	(75,383		)	(66,365		)	(158,108		)

(1) Loss on deferred instrument pertains to the change in value of the $35.0 million interest rate swap agreement effective April 30, 2008.

(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 2008, 2007, 2006, 2005, and 2004 also include deferred gains of $8.9 million, $9.3 million, $9.8 million, $10.3 million, and $10.8 million, respectively, from the real estate sale-leaseback transactions which occurred in December 2001.

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ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following tables set forth the components of the statements of operations for the years ended December 31, 2008, 2007, and 2006 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.

	Percentage of						Percentage Increase/
	Total Revenues						(Decrease)
							Year 2008		Year 2007
	2008		2007		2006		over 2007		over 2006
REVENUES:
Membership services	29.0	%	26.7	%	26.7	%	1.8	%	9.1	%
Media	15.7	%	16.1	%	16.9	%	(9.0	)%	4.4	%
Retail	55.3	%	57.2	%	56.4	%	(9.5	)%	10.8	%
	100.0	%	100.0	%	100.0	%	(6.4	)%	9.3	%
COSTS APPLICABLE TO REVENUES:
Membership services	17.2	%	16.9	%	17.0	%	(4.3	)%	8.5	%
Media	11.6	%	11.1	%	11.3	%	(1.8	)%	6.8	%
Retail	32.6	%	34.6	%	34.0	%	(12.3	)%	11.4	%
	61.4	%	62.6	%	62.3	%	(8.3	)%	9.8	%
GROSS PROFIT	38.6	%	37.4	%	37.7	%	(3.2	)%	8.4	%
OPERATING EXPENSES:
Selling, general and administrative	27.1	%	25.9	%	25.9	%	(1.9	)%	9.3	%
Restructuring charge	—		—		—		—		(100.0	)%
Goodwill impairment	9.0	%	—		—		100.0	%	—
Impairment of investment in affiliate	15.4	%	—		—		100.0	%	—
Depreciation and amortization	3.8	%	3.4	%	3.6	%	4.5	%	1.6	%
	55.3	%	29.3	%	29.5	%	77.0	%	8.3	%
(LOSS) INCOME FROM OPERATIONS	(16.7	)%	8.1	%	8.2	%	(292.3	)%	8.8	%
NON-OPERATING ITEMS:
Interest income	0.1	%	0.1	%	0.2	%	(2.2	)%	(46.9	)%
Interest expense	(4.5	)%	(4.5	)%	(5.0	)%	(2.4	)%	(3.5	)%
Loss on derivative instrument	(0.5	)%	—		—		100.0	%	—
Debt extinguishment expense	—		(0.1	)%	(0.2	)%	(100.0	)%	(7.2	)%
Other non-operating (expense) income, net	(0.1	)%	—		—		116.8	%	—
	(5.0	)%	(4.5	)%	(5.0	)%	4.8	%	(1.1	)%
(LOSS) INCOME FROM OPERATIONS BEFORE INCOME TAXES	(21.7	)%	3.6	%	3.2	%	(656.7	)%	24.0	%
INCOME TAX BENEFTI (EXPENSE)	0.4	%	(0.2	)%	(4.3	)%	(239.8	)%	(92.9	)%
NET (LOSS) INCOME	(21.3	)%	3.4	%	(1.1	)%	(691.6	)%	430.3	%

30

Year Ended December 31, 2008 Compared with Year Ended December 31, 2007

Revenues

Revenues of $526.1 million for 2008 decreased by $36.1 million or 6.4% from the comparable period in 2007.

Membership services revenues for 2008 of $152.6 million increased by $2.7 million or 1.8% from 2007.  This revenue increase was largely attributable to a $5.0 million brand usage licensing charged to FreedomRoads Holding LLC and its subsidiaries (collectively “FreedomRoads”), a $1.6 million increase in marketing fee revenue from health and life insurance products, a $0.7 million increase in emergency road service revenue attributable to increased average enrollment, and a $0.6 million increase in extended vehicle warranty program revenue due to continued growth in the sales of one-year renewable warranty products including warranty sales through our growing network of Good Sam dealers, partially offset by a $1.7 million revenue decrease in fee income from financial services, a $1.3 million decrease in fee income recognized on vehicle insurance products, a $1.1 million decrease in advertising revenue in Highways Magazine, the Good Sam Club publication, and a $1.1 million revenue decrease in the Coast to Coast Club due to decreased enrollment.

Media revenues for 2008 of $82.4 million decreased by $8.1 million or 9.0% from 2007.  This decrease was primarily attributable to a $4.3 million revenue decrease from our outdoor power sports magazine group due to decreased number of issues published and decreased advertising revenue, a $3.3 million reduction in annual directory and campground guide revenue, and a $2.9 million revenue decrease for the RV magazine group primarily due to decreased advertising revenue.  These decreases were partially offset by a $2.4 million increase in consumer show revenue.

Retail revenue for 2008 of $291.1 million decreased approximately $30.7 million or 9.5% from 2007.  Store merchandise sales decreased $26.8 million from 2007 primarily due to a $33.5 million, or 15.6%, same store sales decrease compared to a 6.8% decrease in 2007.  This was partially offset by a $6.7 million revenue increase from the addition of 23 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, mail order revenue decreased $8.6 million, and product extended warranty sales decreased $0.4 million.  These decreases were partially offset by a $4.4 million increase in supplies and other sales, and a $0.7 million increase in installation and service fees.

Costs Applicable to Revenues

Costs applicable to revenues totaled $322.8 million in 2008, a decrease of $29.2 million or 8.3% from 2007.

Membership services costs and expenses decreased by $4.1 million or 4.3% to $90.8 million for 2008.  This decrease was attributable to a $3.0 million reduction of marketing and program costs associated with the Good Sam Club, the Coast Club and the Golf Card Club, a $1.0 million reduction in marketing and programs costs associated with the extended vehicle warranty program, a $0.6 million reduction in vehicle insurance costs associated with lower revenue, and a $0.5 million cost reduction for emergency road service programs primarily related to claims costs, partially offset by $1.0 million of additional program costs associated with increased marketing fee revenue from health and life insurance products.

Media costs and expenses of $61.1 million for 2008 decreased $1.1 million or 1.8% compared to 2007.  This decrease was attributable to a $1.6 million cost reduction in the outdoor power sports magazines primarily related to a reduction in the number of issues published, a $0.9 million reduction in production and advertising costs of the RV magazines, and $0.6 million of reduced costs associated

31

with reduced annual directory revenue, partially offset by $2.0 million of additional costs associated with the recently acquired consumer shows.

Retail costs applicable to revenues decreased $24.0 million or 12.3% to $170.9 million primarily due to reduced same store revenue.  The retail gross profit decreased by $6.6 million, with gross margin as a percent of revenues increasing from 39.4% in 2007 to 41.3% in 2008 due primarily to general price increases.

Operating Expenses

Selling, general and administrative expenses of approximately $142.7 million for 2008 decreased $2.8 million or 1.9% from 2007.  This decrease was largely attributable to a $1.8 million reduction in executive wage-related expenses and professional fees, a $0.9 million reduction in arbitration expenses in connection with our 2007 asserted claim to a right of first refusal in connection with the sale of the insurance provider for the RV vehicle insurance offered by our Membership Services segment, which claim was rejected by the arbitration panel, and a $0.7 million reduction in deferred executive compensation.  These decreases were partially offset by increased retail selling and general and administrative expenses of $0.6 million consisting of increased rent expense partially offset by decreased wages and travel.

The $47.6 million non-cash goodwill impairment charge was based on the results of a third party valuation report (“Valuation Report”), prepared in the third quarter of 2008 by Houlihan Smith and Company Inc., a nationally recognized firm, in anticipation of the potential sale of Camping World, that determined that the carrying value of the goodwill associated with Camping World exceeded its estimated fair value.  The $81.0 million non-cash long-lived asset impairment charge was also based on the Valuation Report prepared in anticipation of the potential sale of Camping World that determined the carrying value of the preferred interest in FreedomRoads Holding Company, LLC, held by an indirect subsidiary of Camping World, exceeded its estimated fair value.

Depreciation and amortization expenses of $19.8 million were $0.8 million higher than in 2007 due primarily to increased amortization of intangible assets associated with the recent acquisitions and depreciation associated with new stores.

(Loss) Income from Operations

Loss from operations for 2008 was $87.8 million versus income from operations of $45.7 million for 2007.  This $133.5 million decrease, or 292.3%, was attributable to increased operating expenses of $126.7 million, and reduced gross profit in the media and retail operations of $7.0 million and $6.6 million, respectively, partially offset by $6.8 million of increased gross profit for membership services operations.

Non-Operating Items

Net non-operating items for 2008 were $26.4 million, a $1.2 million increase from 2007.  This increase was primarily attributable to a $2.4 million loss on derivative instrument recorded in the fourth quarter of 2008 related to the ineffective portion of the loss in fair value of our $35.0 million interest rate swap, and $0.2 million of additional loss on sale of equipment, partially offset by an $0.8 million reduction in debt extinguishment expense, and a $0.6 million reduction in interest expense in 2008 resulting from lower average interest rates in 2008.

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(Loss) Income before Income Taxes

Loss before income taxes for 2008 was $114.2 million versus income of $20.5 million in 2007.  This $134.7 million decrease from the prior year was attributable to the $133.5 million decrease in income from operations mentioned above, and a $1.2 million increase in non-operating items.

Income Tax Expense

The Company recorded $2.2 million of income tax benefit for 2008, compared to a $1.6 million income tax expense for 2007.  The change was primarily due the reversal of a deferred tax liability related to a long-lived intangible.

Net (Loss) Income

Net loss for 2008 was $112.0 million compared to net income of $18.9 million for 2007mainly due to the reasons discussed above.

Segment (Loss) Profit

Segment loss of $3.8 million for 2008 (before impairment of investment in affiliate, and unallocated depreciation and amortization, general and administrative, interest, debt restructuring and income tax (expense) benefit) decreased by approximately $63.6 million, or 106.3%, from 2007.

Membership services segment profit of $51.7 million in 2008 increased by $1.2 million, or 2.4% from 2007.  This increase was primarily attributable to a $5.0 million brand licensing fee charged to FreedomRoads, a $1.8 million increase in segment profit related to extended warranty programs, a $1.0 million increase in profit associated with reduced marketing and program costs in the Coast to Coast Club and the Golf Card Club, and a $0.7 million increase in segment profit related to health and life insurance.  These increases were partially offset by a $4.6 million decrease in segment profit for the ERS programs primarily related to decreased interest income, a $1.4 million decrease in segment profit related to decreased vehicle insurance products revenue, a $0.8 million segment profit decrease related to reduced revenue for RV financing products, and a $0.5 million segment profit decrease related to reduced credit card marketing fee revenue.

Media segment profit for 2008 of $9.2 million decreased by $8.3 million, or 47.3% from $17.5 million in 2007.  The decrease in gross profit margin was primarily due to a $2.3 million reduction in segment profit related to the outdoors power sports magazine group, a $2.5 million reduction in segment profit in annual directories and campground guides, a $2.0 million reduction in segment profit from the RV-related titles, a $1.2 million reduction in segment profit related to the consumer shows group, and a $0.3 million reduction in other publishing areas.

Retail segment loss for 2008 of $64.7 million increased by $56.5 million from 2007.  This increased segment loss resulted primarily from $47.6 million of goodwill impairment, a $6.7 million decrease in gross profit, a $0.8 million increase in depreciation and amortization expense, a $0.6 million increase in selling, general and administrative expenses, and an $0.8 million increase in net interest expense.

Year Ended December 31, 2007 Compared with Year Ended December 31, 2006

Revenues

Revenues of $562.2 million for 2007 increased by $47.6 million or 9.3% from the comparable period in 2006.

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Membership services revenues for 2007 of $149.9 million increased by $12.5 million or 9.1% from 2006.  This revenue increase was largely attributable to a $6.7 million increase in extended vehicle warranty program revenue due to continued growth in the sales of one-year renewable warranty products including warranty sales through our growing network of Good Sam dealers, a $2.5 million revenue increase primarily due to increased enrollment in the Camping World President’s Club and the Camp Club USA, partially offset by reduced enrollment in the Golf Card Club and Coast to Coast Club, a $1.7 million increase in emergency road service revenue attributable to increased enrollment and price increases, a $1.2 million increase in marketing fee revenue from health and life insurance products, a $0.7 million increase in dealer program marketing revenue and a $0.4 million increase in marketing fee income recognized on RV financing products.  These increases were partially offset by a $0.7 million revenue reduction due to the elimination of the RV Today television program.

Media revenues for 2007 of approximately $90.6 million increased by $3.8 million or 4.4% from 2006.  This increase was primarily attributable to $2.6 million of revenue associated with the acquisition of the publishing assets of American Guide Services, Inc. in August 2006, $2.1 million of revenue associated with consumer shows acquired over the last two years and $0.9 million of additional annual directory revenue.  These increases were partially offset by a $0.7 million revenue decrease from the elimination of the Cruising Rider title, a $0.5 million decrease in campground atlas revenue, which is scheduled for its bi-annual update and reprint in 2008, a $0.3 million decrease in advertising revenue for the RV magazine group, and a $0.3 million revenue decrease due to ten fewer issues of Snow Week magazine in 2007.

Retail revenue for 2007 of $321.7 million increased approximately $31.3 million or 10.8% from 2006.  Store merchandise sales increased $24.8 million over 2006 primarily due to a $38.2 million revenue increase from the addition of 36 new stores over the past two years.  Same store sales decreased $13.4 million, or 6.8%, compared to a 3.5% decrease in 2006.  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.  Supplies and other sales increased $4.5 million, including $0.8 million recorded during the period relating to the recognition of estimated gift card breakage.  Prior to third quarter of 2007 the Company had not recorded any unredeemed gift card sales into revenue.  In the third quarter the Company changed the state of jurisdiction where gift cards will be administered and commenced accounting for estimated breakage of gift cards under the “redemption rate method.”  In addition, installation and service fees increased $1.3 million, and product extended warranty sales increased $1.0 million.  These increases were partially offset by a $0.3 million decrease in mail order revenue.

Costs Applicable to Revenues

Costs applicable to revenues totaled $352.0 million in 2007, an increase of $31.3 million or 9.8% from 2006.

Membership services costs and expenses increased by $7.4 million or 8.5% to $94.8 million for 2007.  This increase was attributable to $5.1 million of additional costs associated with increased extended vehicle warranty program revenue, including incremental marketing and overhead costs associated with the expansion of our Good Sam authorized dealer network, $0.9 million of additional emergency road service costs attributable to increased enrollment, $0.9 million of net additional membership services costs associated with increased membership in the Camping World President’s Club and Camp Club USA, partially offset by reduced membership in the Coast to Coast Club and the Golf Card Club, $0.7 million of additional dealer program marketing costs, and $0.7 million of additional program costs associated with increased marketing fee revenue from health and life insurance products.  These increases were partially offset by $0.9 million of reduced costs resulting from the elimination of the RV Today television program.

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Media costs and expenses of $62.3 million for 2007 increased $4.0 million or 6.8% compared to 2006.  This increase was attributable to $2.7 million of incremental costs from the recently acquired Affinity Guest Services Group, $1.6 million of costs associated with the recently acquired consumer shows, $0.7 million of additional costs associated with increased annual directory revenue, and $0.3 million of additional advertising expenses for the RV magazine group.  These increases were partially offset by a $0.7 million reduction in costs related to the elimination of Cruising Rider magazine, reduced campground atlas costs of $0.3 million resulting from reduced sales, and reduced costs of $0.3 million associated with fewer issues of Snow Week magazine.

Retail costs applicable to revenues increased $19.9 million or 11.4% to $194.9 million primarily due to the opening of 36 new stores over the past two years.  The retail gross profit increased by $11.4 million, but the gross margin as a percent of revenues decreased from 39.7% in 2006 to 39.4% in 2007 due primarily to a shift in product mix to relatively lower margin products and margin compression caused by a combination of competitive pricing and increased product costs.

Operating Expenses

Selling, general and administrative expenses of $145.6 million for 2007 increased $12.4 million or 9.3% over 2006.  This increase was largely attributable to an increase in retail selling and general and administrative expenses of approximately $10.8 million consisting of increases in selling, labor and real property expenses primarily due to new store openings and other marketing programs, $1.0 million of costs associated with the recently acquired consumer shows, $0.9 million of arbitration expenses in connection with our asserted claim to a right of first refusal in connection with the sale of the insurance provider for the RV vehicle insurance offered by our Membership Services segment, which claim was rejected by the arbitration panel, and a $0.4 million increase in other general and administrative expenses.  These increases were partially offset by a $0.7 million reduction in deferred executive compensation.

Depreciation and amortization expenses of $18.9 million were $0.3 million higher than in 2006 due primarily to increased amortization of intangible assets associated with the recent acquisitions and depreciation associated with new stores.

Income from Operations

Income from operations of $45.7 million for 2007 increased $3.7 million or 8.8% compared to 2006.  This increase was attributable to increased gross profit in the retail and membership services operations of $11.4 million and $5.1 million, respectively, partially offset by increased operating expenses of $12.6 million and reduced gross profit for media operations of $0.2 million.

Non-Operating Items

Net non-operating items for 2007 were $25.2 million, a $0.3 million decrease from 2006.  This decrease was primarily attributable to a $0.9 million decrease in interest expense in 2007 resulting from a lower average interest rate in 2007, partially offset by a $0.5 million decrease in interest income and a $0.1 million loss on sale of equipment.

Income before Income Taxes

Income before income taxes for 2007 was $20.5 million, or 24.0% more than 2006.  This $4.0 million increase from the prior year was attributable to the $3.7 million increase in income from operations mentioned above, and a $0.3 million decrease in non-operating items.

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Income Tax Expense

The Company recorded $1.6 million of income tax expense for 2007, compared to a $22.3 million income tax expense for 2006.  This expense decrease was primarily due to AGHC’s S corporation change of tax status election effective for the second quarter of 2006, which included AGI and all of its subsidiaries, with the exception of Camping World, Inc. and its wholly-owned subsidiaries which will remain Subchapter C corporations.  As a result, all deferred tax assets and liabilities were revalued with the exception of those related to Camping World, Inc. and its wholly-owned subsidiaries and other potential built-in gains.  Further, the company increased its valuation allowance by $2.7 million for 2007 as it was determined that it is more likely that the Company would have insufficient taxable income in the current, carryback, or carryforward periods under the tax laws to realize the future tax benefit of its deferred tax assets.

Net Income (Loss)

Net income for 2007 was $18.9 million compared to a net loss of $5.7 million for 2006mainly due to the reasons discussed above.

Segment Profit

Segment profit of $59.9 million for 2007 (before unallocated depreciation and amortization, general and administrative, interest, debt restructuring and income tax expense) increased by approximately $5.5 million, or 10.0%, from 2006.

Membership services segment profit of $50.5 million in 2007 increased by $5.8 million, or 13.0% from 2006.  This increase was primarily attributable to a $3.9 million increase in profit associated with increased enrollment and increased interest income for the ERS programs, a $1.3 million increase in profit in the extended vehicle warranty program, and a $0.6 million increase in profit from Camp Club USA.

Media segment profit for 2007 of $17.5 million decreased by $2.3 million, or 11.8% from $19.8 million in 2006.  The decrease in gross profit margin was primarily due to reduced profit related to the consumer shows of $1.0 million primarily related to increased amortization expense, reduced gross profit from the RV-related titles of $1.0 million and $0.3 million of additional new product development costs and overhead.

Retail segment loss for 2007 of $8.1 million decreased by $2.0 million from 2006.  This reduced segment loss resulted primarily from a $14.2 million increase in gross profit and a $0.5 million decrease in depreciation and amortization expense partially offset by a $10.8 million increase in selling, general and administrative expenses primarily related to the increase in new stores, a $1.7 million increase in net interest expense and a $0.2 million loss on sale of equipment.

Liquidity and Capital Resources

We have historically operated with a working capital deficit.  The working capital deficit as of December 31, 2008 and 2007 was $10.5 million and $21.1 million, respectively.  The primary reason for the working capital deficit is the deferred revenue and gains reported under current liabilities of $60.6 million and $65.9 million as of December 31, 2008 and 2007, 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.  We generated net cashfrom operations of $15.5 million and $19.3 million, in 2008 and 2007, respectively.

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Contractual Obligations and Commercial Commitments

The following table reflects our contractual obligations and commercial commitments at December 31, 2008, in thousands.  The table below includes principal and future interest due under our debt agreements based on interest rates as of December 31, 2008 and assumes debt obligations will be held to maturity.

	Payments Due by Period
(in thousands)	Total		2009		2010		2011		2012		2013		Thereafter
Long-term debt	$	352,221	$	35,861	$	143,302	$	13,801	$	159,257	$	—	$	—
Operating lease obligations	228,070		22,227		21,782		20,351		18,496		16,288		128,926
Deferred compensation	1,400		1,400		—		—		—		—		—
Other commercial commitments Letters of credit	7,467		7,467		—		—		—		—		—
Grand total	$	589,158	$	66,955	$	165,084	$	34,152	$	177,753	$	16,288	$	128,926

On June 24, 2003, we entered into the Amended and Restated Credit Agreement and a Senior Secured Floating Rate Note Purchase Agreement (“Senior Credit Facility”) providing for term loans (“Term Loans”) in the aggregate of $140.0 million and a revolving credit facility of $35.0 million.  As of December 31, 2008, $127.0 million was outstanding under the Term Loans and $8.5 million was outstanding on the revolving credit facility.  Reborrowings under the Term Loans are not permitted.  The interest on borrowings under the Senior Credit Facility is at variable rates based on the ratio of total cash flow to outstanding indebtedness (as defined).  Interest rates float with prime and the London Interbank Offered Rates, or LIBOR, plus an applicable margin ranging from 1.50% to 2.50% over the stated rates.  As of December 31, 2008, the average interest rate on the Term Loans was 7.27%, and permitted borrowings under the undrawn revolving facility were $27.5 million.  We also pay a commitment fee of 0.5% per annum on the unused amount of the revolving credit facility.  The aggregate quarterly scheduled payments on the Term Loans are $0.4 million.  The revolving credit facility and the Term Loans mature on June 24, 2009.  The funds available under our Senior Credit Facility may be utilized for borrowings or letters of credit; however, a maximum of $7.5 million may be allocated to such letters of credit.  As of December 31, 2008, we had letters of credit in the aggregate amount of $7.5 million outstanding.  The Senior Credit Facility is secured by virtually all of our assets and a pledge of our stock and the stock of our subsidiaries.  Further, the Senior Credit Facility requires the loans to be prepaid in an amount equal to 75% of the excess cash flow, as defined.  As of December 31, 2008, the Company has no excess cash flow as defined.

On March 3, 2006, AGI amended its Senior Credit Facility to revise the definition of Consolidated Fixed Charges Ratio and Permitted Tax Distributions.  This amendment allows AGI to distribute taxes to its ultimate parent based on its stand-alone tax obligation rather than the tax obligation of its parent, AGHI, until such time that AGHI pays interest on its 10 7/8% Senior Notes in cash instead of by the issuance of additional notes.  For the year ended December 31, 2008, AGI distributed $2.0 million in the form of a dividend to AGHI to fund the Company’s tax obligations.

On June 5, 2009, the Company entered into an amendment to its Senior Credit Facility pursuant to which the maturity date was extended from June 24, 2009 to March 31, 2010, the revolving credit portion of the facility was reduced by $10.0 million to $25.0 million, the outstanding term loan borrowings were repaid by $8.0 million, the financial covenants in effect through the extended maturity date were revised and the borrowing rate was increased to prime rate plus 7.0% or LIBOR plus 8.0% with a LIBOR floor of 2.75%.  As a condition to the amendment, the shareholder of the Company was required to arrange for the purchase of approximately $26.6 million in principal amount of the term portion of the Senior Credit Facility by new lenders, enhance the yield to such new lenders, purchase AGHI Notes held by one of such new lenders at a premium to the most recent market price, contribute $8.5 million in capital to the Company and guarantee two required principal payments on the term loans under the Senior Credit Facility, aggregating $15.0 million.  In consideration of such support, the Company entered into an option agreement with the shareholder of the ultimate parent of the Company pursuant to which the Company granted such shareholder or his assigns an option, exercisable on or before March 1, 2010, to purchase the Company’s Camping World subsidiary for $55.0 million, being the fair value of such subsidiary as determined by an appraisal of Houlihan Smith & Company, Inc. dated as of March 1, 2009.  The Company also agreed to pay the shareholder of the ultimate parent, upon successful refinancing of the Company’s secured debt, including the Senior Credit Facility, a success fee equal in amount to the fair value, as determined by an independent financial advisor of such credit support, taking into account the fair value of the option to purchase Camping World.  In the event the fair value of the Camping World purchase option exceeds the fair value of such credit support, the shareholder will pay the amount of such excess to the Company.

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Concurrent with the amendment to the Senior Credit Facility, the Company obtained a $9.7 million Second Lien Loan, the net proceeds of which were used to purchase $14.1 million in principal amount of AGI Senior Notes.  The Second Lien Loan carries an interest rate of 9.0% and matures on July 31, 2010.

In addition, Company agreed to use its best efforts to secure an asset-based loan of at least $18.5 million secured by the inventory and receivables of its subsidiary, Camping World, Inc. (the “Camping World Financing”), the proceeds of which would be used to further reduce the amounts outstanding under the Senior Credit Facility.  The senior lenders agreed to subordinate their liens to such financing.  If a Camping World Financing has not been consummated by September 15, 2009, the borrowing rate on revolving credit loans, swing loans and terms loans increase to prime rate plus 9.0% or LIBOR plus 10.0%. 

The amended Senior Credit Facility also revised the Company’s financial covenants in effect through the extended maturity date.  The Company’s forecast for 2009 anticipates compliance with all required covenants throughout 2009.  Significant cost reductions have been implemented in 2008, including the elimination of personnel, suspension of 401(k) employer contributions, salary cutbacks, hiring and capital expenditure spending freezes, satellite office closures, and magazine size and frequency reductions.  Further cost reductions are set to be unveiled in 2009.  The Company believes that the amended bank financing, new secured loans, as well as forecasted cash flow will provide the cash flow needed to continue as a going concern through at least January 1, 2010.

The accompanying financial statements have been prepared on the basis that the Company will continue as a going concern.  For the year ended December 31, 2008, the Company incurred a loss from operations of $87.8 million, which included $128.6 million of non-cash impairment charges.  Prior to recently amending its Senior Credit Facility, as of December 31, 2008, the Company had a working capital deficiency of $136.8 million, a stockholder’s deficit of $186.5 million and $135.5 million of debt outstanding under its Senior Credit Facility which was scheduled to mature on June 24, 2009.  In addition, the Company was forecasting that in 2009 it would be out of compliance with financial covenants under its Senior Credit Facility. 

In February 2004, we 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 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 determines.  AGI purchased $29.9 million of the AGI Senior Notes at various times from June 2006 through August 2006.  The purchases of AGI Senior Notes were made with available cash and the notes purchased have been retired.

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On February 27, 2007, the Company amended its 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 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.  Further, the amendment permits 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 determines through the issuance of additional term loans of up to $50.0 million.  Any loan amounts not used for the repurchase of the Senior Notes may be used for acquisitions or repay revolving credit loans.

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 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 terms on the additional incremental loans are consistent with the remaining term loan outstanding under the Senior Credit Facility.  As of December 31, 2008, $152.4 million of AGI Senior Notes remained outstanding.

The Senior Credit Facility and the AGI Indenture 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, 2008.

On March 24, 2005, in a private placement, the Company’s parent, AGHI, issued $88.2 million principal amount of its 10-7/8% 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 are unsecured obligations of AGHI, and neither AGI nor its subsidiaries have guaranteed payment of principal or interest on the AGHI Notes.  Interest on the AGHI Notes is payable semi-annually on February 15 and August 15 commencing August 15, 2005 and the entire $88.2 million principal amount of the AGHI Notes are due in full on February 15, 2012.  For interest payments on and prior to February 15, 2008, AGHI had the election to pay interest on the AGHI Notes in cash or by the issuance of additional notes of the same tenor as the AGHI Notes, except the maturity date is March 15, 2010.  AGI has not paid any dividends to AGHI to fund payment of interest on the AGHI Notes and AGHI made the interest payments due on August 15, 2005, February 15, 2006, August 15, 2006, February 15, 2007, and February 15, 2008 through the issuance of additional notes.  AGHI paid the interest on the AGHI Notes due August 15, 2007 and 2008 from proceeds of capital contributions made by AGHI’s parent, AGHC, in the amount of $5.9 million and $6.2 million, respectively.  As of December 31, 2008, approximately $111.8 million of AGHI Notes remain outstanding, including $25.4 million due on March 15, 2010.

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, Inc. (“Camping World”).  Camping World then made an equity capital contribution in the same amount to its wholly-owned subsidiary, CWI, Inc. (“CWI”).  In 2005, 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 AGI Indenture.  Since CWFR is an unrestricted subsidiary, its operations are not restricted by either the AGI 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.

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Based on the results of the Valuation Report, the Company recorded an impairment charge of $81.0 million in the third quarter of 2008 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.  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.

In February 2006, AGI Productions, Inc. acquired the consumer shows and related assets of H & S Productions, LLC for $2.5 million.  As part of the purchase, the Company issued $0.4 million of debt and assumed $1.0 million of liabilities.  In August 2006, TL Enterprises, Inc. acquired the consumer park guides and related assets of American Guide Services, Inc for $1.0 million.  As part of the purchase, the Company issued $0.1 million of debt and assumed $0.3 million of liabilities.  In September 2006, AGI Productions, Inc. acquired the consumer shows and related assets of Apple Rock Advertising and Promotions, Inc. for $1.2 million.  As part of the purchase, the Company issued $0.2 million of debt and assumed $0.4 million of liabilities.

In January 2007, AGI Productions, Inc. acquired a consumer show from MAC Events, Inc. for $0.5 million.  As part of the purchase, the Company assumed $0.3 million of liabilities.  In February 2007, AGI Productions, Inc. acquired consumer shows from Industrial Exposition Inc. for $1.9 million.  As part of the purchase, the Company issued $1.5 million of debt and assumed $0.6 million of liabilities.

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.

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 (3.42% percent at December 31, 2008 based upon the October 31, 2008 reset date) and make periodic payments at a fixed rate of 5.135% percent, 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 million of the Term Loans issued June 24, 2003, and 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 (3.42% at December 31, 2008 based upon the October 31, 2008 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 are included in other accrued liabilities, and totaled $12.7 million and $4.7 million as of December 31, 2008 and December 31, 2007, respectively.

Due to the potential sale of Camping World, a highly effective hedge on the $35.0 million outstanding debt by the $35.0 million notional amount interest rate swap agreement is deemed to be no longer probable and is now 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.  Included in other comprehensive loss is $0.5 million related to the $35.0 million interest rate swap which will be included in earnings when the underlying transaction being hedged is probable not to occur.  A highly-effective

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hedge on the $100.0 million outstanding debt by the $100.0 million notional amount of interest rate swap agreement is still deemed to be probable as the Company will maintain its LIBOR-based debt at a minimum of $100.0 million until the interest swap expire date of October 31, 2012.

During 2008, we incurred a benefit of $0.3 million relating to deferred executive compensation under our phantom stock agreements and made payments of $1.8 million on mature phantom stock agreements.  The earned incentives under these agreements are scheduled to be paid at various times over the next five years.  Phantom stock payments of $1.4 million are scheduled to be made during 2009.

Capital expenditures for 2008 totaled $11.8 million compared to capital expenditures of $19.7 million in 2007.  Capital expenditures are anticipated to be approximately $4.0 million for 2009, primarily for one new Camping World store and equipment, software enhancements, information technology upgrades, and further website development.

Factors Affecting Future Performance

Our financial operations have been affected by the current 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 spend.  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.

41

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.

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

42

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 SFAS No. 144, “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.  Based on the results of the Valuation Report, the Company recorded an impairment charge of $81.0 million in the third quarter of 2008 that wrote down to zero the carrying value of the FreedomRoads Preferred Interest held by an indirect subsidiary of Camping World in FreedomRoads, a holding company whose subsidiaries sell and service new and used recreational vehicles.  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, 2008.

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 assets consist of membership customer lists, resort and golf course agreements, non-compete and deferred consulting agreements and deferred financing costs which have weighted average useful lives of approximately 6 years, 4 years, 15 years and 7 years, respectively.

Indefinite Lived Intangible Assets

Effective January 1, 2002, we adopted new accounting standards SFAS 141 “Business Combinations” and SFAS 142 “Goodwill and Other Intangible Assets.”  In accordance with these new standards, goodwill and intangible assets with indefinite lives are no longer amortized but instead are measured for impairment at least annually or when events indicate that an impairment exists.  As required by the new standards, 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

43

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, 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.  The impairment test for other intangible assets consists of a comparison of the fair value of the intangible asset with its carrying value.  If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

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 2008, the Company noted continued reduction in same store sales at Camping World, Inc. (“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.

The results of a third party Valuation Report prepared in the third quarter of 2008 by a nationally recognized firm in anticipation of the potential sale of Camping World indicated that the estimated fair value of the Camping World reporting unit was less than book value.  The excess of the 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.

Based on the results of the Valuation Report, the Company also recorded an impairment charge of $81.0 million in the third quarter of 2008 that wrote down to zero the carrying value of the FreedomRoads Preferred Interest held by an indirect subsidiary of Camping World in FreedomRoads, a holding company whose subsidiaries sell and service new and used recreational vehicles.  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

44

decline in consumer confidence, in addition to limited credit available to consumers interested in purchasing recreational vehicles.

We performed an annual goodwill impairment test 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 as of December 31, 2008.  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.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss consists of unrealized losses on cash flow hedges.  At December 31, 2008, accumulated other comprehensive loss was $10.3 million.

Derivative Financial Instruments — The Company accounts for derivative instruments and hedging activities in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”).  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 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 potential sale of Camping World, a highly effective hedge on the $35.0 million outstanding debt by the $35.0 million notional amount interest rate swap agreement is deemed to be no longer probable and is now 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 October 1, 2008.  A highly-effective hedge on the $100.0 million outstanding debt by the $100.0 million notional amount of interest rate swap agreement is still deemed to be probable as the Company will maintain its LIBOR-based debt at a minimum of $100.0 million until the interest swap expire date of October 31, 2012.

Income Taxes

Where applicable, the Company recognizes deferred tax assets and liabilities based on the liability method, which requires an adjustment to the deferred tax asset or liability to reflect income tax rates currently in effect. When income tax rates increase or decrease, a corresponding adjustment to income tax expense is recorded by applying the rate change to the cumulative temporary differences.

45

Restructuring

In 2006, we recorded reserves in connection with the restructuring program primarily within our membership segment.  These reserves included estimates pertaining to employee separation costs and the settlements of contractual obligations resulting from our actions.  We do not anticipate significant changes.

New Accounting Standards

The Company adopted the provisions of Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”) on January 1, 2008.  The FASB delayed the effective date of SFAS 157 until January 1, 2009 with respect to fair value measurement requirements for non-financial assets and liabilities that are not re-measured on a recurring basis.  SFAS 157 defines fair value, establishes a framework and gives guidance regarding the method used for measuring fair value, and expands disclosures about fair value measurements.  SFAS 157 requires companies to disclose the fair value of their financial instruments according to a fair value hierarchy, as defined, and may require companies to provide additional disclosures based on that hierarchy.  SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  The adoption of the provisions of SFAS 157 did not have a material impact on the Company’s consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Liabilities” including an amendment of FASB Statement No. 115 (“SFAS 159”).  SFAS 159 expands the use of fair value accounting but does not affect existing standards which requires assets or liabilities to be carried at fair value.  The objective of SFAS 159 is to improve financial reporting by providing companies with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.  Under SFAS 159, a company may elect to use fair value to measure eligible items at specified election dates and report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date.  Eligible items include, but are not limited to, accounts and loans receivable, available-for-sale and held-to-maturity securities, equity method investments, accounts payable, guarantees, issued debt and firm commitments.  If elected, SFAS 159 would be effective for fiscal years beginning after November 15, 2007.  The Company has not elected to use the fair value option to measure any eligible items under SFAS 159.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141(R)”).  SFAS 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired.  SFAS 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination.  SFAS 141(R) is effective for fiscal years beginning after December 15, 2008.  The Company will adopt SFAS 141(R) in the first quarter of fiscal 2009 and apply the provisions of the Statement for any acquisition after the adoption date.

In December 2007, the FASB issued SFAS No. 160, “Accounting and Reporting of Non-controlling Interests in Consolidated Financial Statements — an amendment of Accounting Research Bulletin No. 51” (“SFAS 160”).  This standard will significantly change the accounting and reporting for business combination transactions and non-controlling (minority) interests in consolidated financial statements, including capitalizing at the acquisition date the fair value acquired from in-process research and development, and re-measuring and writing down these assets, if necessary, in subsequent periods during their development.  This new standard will be applied for business combinations that occur on or after January 1, 2009 and presentation and disclosure requirements of SFAS 160 shall be applied retrospectively.

46

In March 2008, the FASB issued SFAS Statement No. 161 (“SFAS 161”), “Disclosures about Derivative Instruments and Hedging Activities”. SFAS 161 requires companies with derivative instruments to disclose information that should enable financial statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB Statement No. 133 “Accounting for Derivative Instruments and Hedging Activities” and how derivative instruments and related hedged items affect a company’s financial position, financial performance and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.  The disclosure requirements of SFAS 161 will be applicable beginning in the first quarter of fiscal 2009.

ITEM 7A: 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, 2008, we had debt totaling $292.1 million, comprised of $0.4 million of variable rate debt, and $291.7 million of fixed rate debt, comprised of $135.0 million of debt fixed through the interest rate swap agreements, $152.4 million of AGI Senior Notes and approximately $4.3 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 of less than $0.1 million.

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.

Disclosure Regarding Forward Looking Statements

This filing contains statements that are “forward looking statements,” and includes, among other things, discussions of our business strategy and expectations concerning market position, future operations, margins, profitability, liquidity and capital resources, as well as statements concerning the integrations of acquired operations and the achievement of financial benefits and operational efficiencies in connection with acquisitions.  Forward looking statements are included in “Business- General,” “Business- Competitive Strengths,” “Business- Our Strategy,” “Business- RV Industry,” “Business- Membership Clubs,” “Business- Membership Products and Services,” “Business- Publications,” “Business- Retail,” “Business- Marketing,” “Business- Operations,” “Business- Information Support Services,” “Business- Regulation,” “Business- Competition,” “Risk Factors,” “Legal Proceedings,” and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  Although we believe that the expectations reflected in such forward looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct.  Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of such plans or strategies, the number of acquisitions and projected or anticipated benefits from acquisitions made by or to be made by us, or projections involving anticipated revenues, expenses, earnings, levels of capital expenditures or other aspects of operating results.  All phases of our operations of are subject to a number of uncertainties, risks and other influences, including consumer spending, fuel prices, general economic conditions, regulatory changes, changes in interest rates, availability of debt financing in capital markets and competition, many of which are outside our control, any one of which, or a combination of which, could materially affect the results of our operations and whether the forward looking statements made by us ultimately prove to be accurate.

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ITEM 8:  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements

	Page
Report of Independent Registered Public Accounting Firm	49
Consolidated Balance Sheets as of December 31, 2008 and 2007	50
Consolidated Statements of Operations for the years ended December 31, 2008, 2007 and 2006	51
Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2008, 2007 and 2006	52
Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006	53
Notes to Consolidated Financial Statements	54

All financial statement schedules have been omitted since the required information is included in the consolidated financial statements, the notes thereto or because such information is not applicable.

48

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors of Affinity Group, Inc.

We have audited the accompanying consolidated balance sheets of Affinity Group, Inc. and its subsidiaries (the “Company”), a wholly-owned subsidiary of Affinity Group Holding, Inc., as of December 31, 2008, and 2007, and the related consolidated statements of operations, stockholder’s deficit and cash flows for each of the three years in the period ended December 31, 2008.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  We were not engaged to perform an audit of the Company’s internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Affinity Group, Inc. and subsidiaries at December 31, 2008, 2007 and 2006, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.

	/s/ Ernst & Young LLP
June 5, 2009
Los Angeles, California

49

AFFINITY GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2008 AND 2007 (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

	2008			2007
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	10,608		$	8,357
Accounts receivable, less allowance for doubtful accounts of $2,147 in 2008 and $1,473 in 2007	40,191			33,330
Inventories	57,137			64,209
Prepaid expenses and other assets	13,545			14,430
Total current assets	121,481			120,326
PROPERTY AND EQUIPMENT, net	44,077			44,307
INVESTMENT IN AFFILIATE	—			81,005
NOTE FROM AFFILIATE	4,608			4,650
INTANGIBLE ASSETS, net	20,754			23,695
GOODWILL	96,828			144,429
DEFERRED TAX ASSETS, net	4,569			1,220
OTHER ASSETS	2,035			1,979
Total assets	$	294,352		$	421,611
LIABILITIES AND STOCKHOLDER’S DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	23,950		$	27,171
Accrued interest	6,946			6,700
Accrued income taxes	1,165			1,189
Accrued liabilities	26,954			36,069
Deferred revenues and gains	60,569			65,855
Current portion of long-term debt	12,391			4,406
Total current liabilities	131,975			141,390
DEFERRED REVENUES AND GAINS	35,855			38,535
LONG-TERM DEBT, net of current portion	279,755			282,767
OTHER LONG-TERM LIABILITIES	33,281			25,829
	480,866			488,521
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER’S DEFICIT:
Common stock, $.001 par value, 2,000 shares authorized, 2,000 shares issued and outstanding	1			1
Additional paid-in capital	81,005			81,005
Accumulated deficit	(257,183		)	(143,211		)
Accumulated other comprehensive loss	(10,337		)	(4,705		)
Total stockholder’s deficit	(186,514		)	(66,910		)
Total liabilities and stockholder’s deficit	$	294,352		$	421,611

See notes to consolidated financial statements.

50

AFFINITY GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006 (IN THOUSANDS)

	2008			2007			2006
REVENUES:
Membership services	$	152,643		$	149,937		$	137,394
Media	82,424			90,537			86,742
Retail	291,070			321,730			290,422
	526,137			562,204			514,558
COSTS APPLICABLE TO REVENUES:
Membership services	90,758			94,840			87,407
Media	61,126			62,258			58,302
Retail	170,911			194,940			175,015
	322,795			352,038			320,724
GROSS PROFIT	203,342			210,166			193,834
OPERATING EXPENSES:
Selling, general and administrative	142,757			145,556			133,129
Restructuring charge	—			—			93
Goodwill impairment	47,601			—			—
Impairment of investment in affiliate	81,005			—			—
Depreciation and amortization	19,798			18,948			18,656
	291,161			164,504			151,878
(LOSS) INCOME FROM OPERATIONS	(87,819		)	45,662			41,956
NON-OPERATING ITEMS:
Interest income	579			592			1,115
Interest expense	(24,228		)	(24,819		)	(25,708		)
Loss on derivative instrument	(2,394		)	—			—
Debt extinguishment expense	—			(775		)	(835		)
Other non-operating income (expense), net	(323		)	(149		)	9
	(26,366		)	(25,151		)	(25,419		)
(LOSS) INCOME FROM OPERATIONS BEFORE INCOME TAXES	(114,185		)	20,511			16,537
INCOME TAX BENEFIT (EXPENSE)	2,213			(1,583		)	(22,268		)
NET (LOSS) INCOME	$	(111,972	)	$	18,928		$	(5,731	)

See notes to consolidated financial statements.

51

AFFINITY GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDER’S DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

									Accumulated
				Additional					Other
	Common Stock			Paid-in		Accumulated			Comprehensive
	Shares	Amount		Capital		Deficit			Loss			Total
BALANCES AT JANUARY 1, 2006	2,000	$	1	$	81,005	$	(147,371	)	$	—		$	(66,365	)
Dividends	—	—		—		(3,287		)	—			(3,287		)
Net loss	—	—		—		(5,731		)	—			(5,731		)
BALANCES AT DECEMBER 31, 2006	2,000	1		81,005		(156,389		)	—			(75,383		)
Dividends	—	—		—		(5,750		)	—			(5,750		)
Unrealized loss on interest rate swap									(4,705		)	(4,705		)
Net income	—	—		—		18,928			—			18,928
Total comprehensive income												14,223
BALANCES AT DECEMBER 31, 2007	2,000	1		81,005		(143,211		)	(4,705		)	(66,910		)
Dividends	—	—		—		(2,000		)	—			(2,000		)
Unrealized loss on interest rate swap									(5,632		)	(5,632		)
Net loss	—	—		—		(111,972		)				(111,972		)
Total comprehensive loss												(117,604		)
BALANCES AT DECEMBER 31, 2008	2,000	$	1	$	81,005	$	(257,183	)	$	(10,337	)	$	(186,514	)

See notes to consolidated financial statements.

52

AFFINITY GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 (IN THOUSANDS)

	2008			2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(111,972	)	$	18,928		$	(5,731	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Deferred tax provision	(3,349		)	443			22,136
Depreciation	11,670			9,933			10,333
Amortization	8,128			9,015			8,323
Impairment loss on goodwill	47,601			—			—
Impairment loss on investment in affiliate	81,005			—			—
Provision for losses on accounts receivable	1,493			1,373			745
Deferred compensation	(311		)	350			1,070
Loss (gain) on sale of property and equipment	321			150			(16		)
Loss on sale of notes receivable participation
Loss on early extinguishment of debt	—			775			835
Changes in operating assets and liabilities (net of purchased businesses):
Accounts receivable	(8,354		)	(7,504		)	(1,436		)
Inventories	7,072			(11,506		)	(5,664		)
Prepaid expenses and other assets	1,250			(1,428		)	(1,478		)
Accounts payable	(3,221		)	(5,406		)	19,894
Accrued and other liabilities	(6,762		)	702			(1,446		)
Deferred revenues and gains	(9,027		)	3,495			(460		)
Net cash provided by operating activities	15,544			19,320			47,105
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(11,782		)	(19,708		)	(15,245		)
Net proceeds from sale of property and equipment	22			178			126
Acquisitions, net of cash received	(3,409		)	(304		)	(2,868		)
Cash paid on loans to affiliate	42			38			34
Net cash used in investing activities	(15,127		)	(19,796		)	(17,953		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid	(2,000		)	(5,750		)	(3,287		)
Borrowings on long-term debt	33,000			64,300			—
Payment of debt issue costs	(271		)	(291		)	(12		)
Principal payments of long-term debt	(28,895		)	(64,432		)	(35,625		)
Net cash provided by (used in) financing activities	1,834			(6,173		)	(38,924		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	2,251			(6,649		)	(9,772		)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	8,357			15,006			24,778
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	10,608		$	8,357		$	15,006

See notes to consolidated financial statements.

53

AFFINITY GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation – The consolidated financial statements include the accounts of Affinity Group, Inc. (“AGI”) and its subsidiaries (collectively the “Company”).  In March 2005, AGI Holding Corp. (“AGHC”) formed a holding company, Affinity Group Holding, Inc., a Delaware corporation (“AGHI”) at which time AGHC contributed 100% of the outstanding shares of common stock of AGI to AGHI.  AGHI is the direct parent of the Company.  Certain balances in the prior year consolidated financial statements were reclassified to conform with the current year presentation.

Basis for Presentation — The accompanying financial statements have been prepared on the basis that the Company will continue as a going concern.  For the year ended December 31, 2008, the Company incurred a loss from operations of $87.8 million, which included $128.6 million of non-cash impairment charges.  Prior to the recent amendment to the Senior Credit Facility, as of December 31, 2008, the Company had a working capital deficiency of $136.8 million and a stockholder’s deficit of $186.5 million and AGI had $135.5 million of debt outstanding under the Senior Credit Facility which was scheduled to mature on June 24, 2009.  In addition, AGI was forecasting that in 2009 it would be out of compliance with financial covenants under the Senior Credit Facility.

On June 5, 2009, the Company entered into an amendment to its Senior Credit Facility pursuant to which the maturity date was extended from June 24, 2009 to March 31, 2010, the revolving credit portion of the facility was reduced by $10.0 million to $25.0 million, the outstanding term loan borrowings were repaid by $8.0 million, the financial covenants in effect through the extended maturity date were revised and the borrowing rate was increased to prime rate plus 7.0% or LIBOR plus 8.0% with a LIBOR floor of 2.75%.  Concurrent with the amendment to the Senior Credit Facility, the Company obtained a $9.7 million Second Lien Loan, the net proceeds of which were used to purchase $14.1 million in principal amount of AGI Senior Notes.  The Second Lien Loan carries an interest rate of 9.0% and matures on July 31, 2010.  See Long Term Debt Note #6.

The amended Senior Credit Facility also revised the Company’s financial covenants in effect through the extended maturity date.  The Company’s forecast for 2009 anticipates compliance with all required covenants throughout 2009.  Significant cost reductions have been implemented in 2008, including the elimination of personnel, suspension of 401(k) employer contributions, salary cutbacks, hiring and capital expenditure spending freezes, satellite office closures, and magazine size and frequency reductions.  Further cost reductions are set to be unveiled in 2009.  The Company believes that the amended bank financing, new secured loans, as well as forecasted cash flow will provide the cash flow needed to continue as a going concern through at least January 1, 2010.

Description of the Business – The Company is a membership-based direct marketing company which sells club memberships, products, services, and publications to selected affinity groups primarily in North America.  The Company markets club memberships, merchandise and services to RV owners, and camping and golf enthusiasts.  In addition, the Company operates 78 retail stores and a mail order business selling RV accessories, supplies and services through its wholly-owned subsidiary, Camping World, Inc. (“Camping World”).  The stores are located throughout the United States.  The Company also operates consumer shows and publishes magazines, directories and books.

54

1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Use of Estimates – The preparation of the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States requires the Company’s management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes.  Actual results could differ from those estimates.

Fair value measurement – The Company adopted the provisions of the Financial Accounting Standards Board’s (“FASB’s”) Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”), effective January 1, 2008, for its financial assets and liabilities.  The FASB delayed the effective date of SFAS 157 until January 1, 2009, with respect to the fair value measurement requirements for non-financial assets and liabilities that are not re-measured on a recurring basis.  Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

Cash and Cash Equivalents – The Company considers all short-term, highly liquid investments purchased with a maturity date of three months or less to be cash equivalents.  The carrying amount approximates fair value because of the short maturity of these instruments.

Concentration of Credit Risk – The Company is potentially subject to concentrations of credit risk in accounts receivable.  Concentrations of credit risk with respect to accounts receivable is limited due to the large number of customers and their geographical dispersion.

Inventories – Inventories are stated at lower of FIFO (first-in, first-out) cost or market.  Inventories consist of retail travel and leisure specialty merchandise.

Property and Equipment – Property and equipment are recorded at cost.  Depreciation of property and equipment is provided using the straight-line method over the following estimated useful lives of the assets:

	Years
Leasehold improvements	3-27
Furniture and equipment	3-12
Software	3-5

Leasehold improvements are amortized over their useful lives of the assets or the remaining term of the respective lease, whichever is shorter.

Goodwill and Other Intangible Assets – Goodwill is reviewed at least annually for impairment, and more often when impairment indicators are present (See Note 3).  The finite-lived intangible assets consisting of membership customer lists, resort and golf course agreements, non-compete and deferred consulting agreements, and deferred financing costs have weighted average useful lives of approximately 6 years, 4 years, 15 years and 7 years, respectively.

Long-lived Assets - Long-lived assets, including capitalized software costs, to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Impairment is recognized to the extent the sum of the discounted estimated future cash flows from the use of the asset is less than the carrying value.

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

55

1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

estimates for claims incurred but not yet reported.  Projections of future loss are inherently uncertain because of the random nature of insurance claims occurrences and could be substantially affected if future occurrences and claims differ significantly from these assumptions and historical trends.

Long-term Debt – The fair value of the Company’s long-term debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered for debt of the same or similar remaining maturities.  The fair value of the Company’s long-term debt was $210.5 million as of December 31, 2008.

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.  At December 31, 2008 and 2007, $6.8 million and $7.0 million of advertising expenses have been capitalized as direct-response advertising, of which $4.2 million and $4.4 million, respectively, were reported as assets and $2.6 million and $2.6 million, respectively, were reported net of related deferred revenue.  Advertising expenses for 2008, 2007 and 2006 were $37.3 million, $39.1 million, and $32.8 million, respectively.

Accumulated Other Comprehensive Loss – Accumulated other comprehensive loss consists of unrealized losses on cash flow hedges.  At December 31, 2008, accumulated other comprehensive loss was $10.3 million.

Publications Revenue and Expense – 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.

Vendor Allowances – The Company receives rebates from vendors pursuant to several different types of programs.  Vendor consideration is accounted for as a reduction of the inventory cost and related cost of sales when the inventory is sold.

Shipping and Handling Fees and Costs – The Company reports shipping and handling costs billed to customers as a component of revenues, and related costs are reported as a component of cost applicable to revenues.

56

1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Derivative Financial Instruments –The Company accounts for derivative instruments and hedging activities in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”).  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 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.

Income Taxes – The Company recognizes deferred tax assets and liabilities based on the liability method, which requires an adjustment to the deferred tax asset or liability to reflect income tax rates currently in effect.  When income tax rates increase or decrease, a corresponding adjustment to income tax expense is recorded by applying the rate change to the cumulative temporary differences.

The Company adopted the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes,” on January 1, 2007.  At the date of adoption, the Company had $14.2 million of unrecognized tax benefits.  Accounting for the unrecognized tax benefits had no affect on current period earnings or retained earnings as the liability had been previously recorded and was reclassified from long-term deferred tax liabilities to other long-term liabilities.  There would be no affect on the effective tax rate if the unrecognized tax benefits were recognized.  The Company did not have any material increases in unrecognized tax benefits in the current period and does not anticipate any material increases in 2009.

In the second quarter of 2006, AGHC received approval from the Internal Revenue Service to change its tax status from a Subchapter C corporation to a Subchapter S corporation (“S corporation”) to be effective as of January 1, 2006.  The election for change in tax status to an S corporation included AGHC and all of its subsidiaries with the exception of Camping World, Inc. and its wholly-owned subsidiaries, which are to remain Subchapter C corporations.  Pursuant to SFAS No. 109, “Accounting for Income taxes”, a change in tax status resulting from an S corporation election requires that all deferred tax accounts be revalued upon formal approval of the S corporation status.  Accordingly, all deferred tax accounts of AGHC and its subsidiaries, excluding Camping World, Inc. and its wholly owned subsidiaries, were revalued to account for the tax effect for the change to the S corporation status.

57

1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Major Customers –Included in the Membership Services Segment is revenue in the amount of $18.5 million, $19.9 million, and $20.3 million, for the years 2008, 2007 and 2006, respectively, which was received under contracts from one customer of the Company.

Recent Accounting Pronouncements:

The Company adopted the provisions of Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”) on January 1, 2008.  The FASB delayed the effective date of SFAS 157 until January 1, 2009 with respect to fair value measurement requirements for non-financial assets and liabilities that are not re-measured on a recurring basis.  SFAS 157 defines fair value, establishes a framework and gives guidance regarding the method used for measuring fair value, and expands disclosures about fair value measurements.  SFAS 157 requires companies to disclose the fair value of their financial instruments according to a fair value hierarchy, as defined, and may require companies to provide additional disclosures based on that hierarchy.  SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  The adoption of the provisions of SFAS 157 did not have a material impact on the Company’s consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Liabilities” including an amendment of FASB Statement No. 115 (“SFAS 159”).  SFAS 159 expands the use of fair value accounting but does not affect existing standards which requires assets or liabilities to be carried at fair value.  The objective of SFAS 159 is to improve financial reporting by providing companies with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.  Under SFAS 159, a company may elect to use fair value to measure eligible items at specified election dates and report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date.  Eligible items include, but are not limited to, accounts and loans receivable, available-for-sale and held-to-maturity securities, equity method investments, accounts payable, guarantees, issued debt and firm commitments.  If elected, SFAS 159 would be effective for fiscal years beginning after November 15, 2007.  The Company has not elected to use the fair value option to measure any eligible items under SFAS 159.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141(R)”).  SFAS 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired.  SFAS 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination.  SFAS 141(R) is effective for fiscal years beginning after December 15, 2008.  The Company will adopt SFAS 141(R) in the first quarter of fiscal 2009 and apply the provisions of the Statement for any acquisition after the adoption date.

In December 2007, the FASB issued SFAS No. 160, “Accounting and Reporting of Non-controlling Interests in Consolidated Financial Statements – an amendment of Accounting Research Bulletin No. 51” (“SFAS 160”).  This standard will significantly change the accounting and reporting for business combination transactions and non-controlling (minority) interests in consolidated financial statements, including capitalizing at the acquisition date the fair value acquired from in-process research and development, and re-measuring and writing down these assets, if necessary, in subsequent periods during their development.  This new standard will be

58

1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

applied for business combinations that occur on or after January 1, 2009 and presentation and disclosure requirements of SFAS 160 shall be applied retrospectively.

In March 2008, the FASB issued SFAS Statement No. 161 (“SFAS 161”), “Disclosures about Derivative Instruments and Hedging Activities”. SFAS 161 requires companies with derivative instruments to disclose information that should enable financial statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB Statement No. 133 “Accounting for Derivative Instruments and Hedging Activities” and how derivative instruments and related hedged items affect a company’s financial position, financial performance and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.  The disclosure requirements of SFAS 161 will be applicable beginning in the first quarter of fiscal 2009.

2.PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31 (in thousands):

	2008			2007
Land	$	477		$	477
Building and improvements	17,038			16,100
Furniture and equipment	64,764			61,950
Software	28,404			25,402
Systems development and construction in progress	8,932			5,930
	119,615			109,859
Less: accumulated depreciation and amortization	(75,538		)	(65,552		)
	$	44,077		$	44,307

3.GOODWILL AND INTANGIBLE ASSETS

The following is a summary of changes in the Company’s goodwill by business segment, for the years ended December 31, 2008 and 2007 (in thousands):

	Membership Services		Publications		Retail			Consolidated
Balance as of January 1, 2007	$	49,944	$	46,884	$	47,601		$	144,429
Impairment	—		—		—			—
Balance as of December 31, 2007	49,944		46,884		47,601			144,429
Impairment	—		—		(47,601		)	(47,601		)
Balance as of December 31, 2008	$	49,944	$	46,884	$	—		$	96,828

59

3.GOODWILL AND INTANGIBLE ASSETS

Finite-lived intangible assets and related accumulated amortization consisted of the following at December 31 (in thousands):

	2008
			Accumulated
	Gross		Amortization			Net
Membership and customer lists	$	36,384	$	(22,182	)	$	14,202
Resort and golf course participation agreements	13,385		(13,375		)	10
Non-compete and deferred consulting agreements	18,830		(15,103		)	3,727
Deferred financing costs	10,685		(7,870		)	2,815
	$	79,284	$	(58,530	)	$	20,754

	2007
			Accumulated
	Gross		Amortization			Net
Membership and customer lists	$	31,466	$	(16,705	)	$	14,761
Resort and golf course participation agreements	13,410		(13,383		)	27
Non-compete and deferred consulting agreements	18,830		(13,885		)	4,945
Deferred financing costs	10,414		(6,452		)	3,962
	$	74,120	$	(50,425	)	$	23,695

The aggregate future five-year amortization of finite-lived intangibles at December 31, 2008 is as follows (in thousands):

2009	$	6,880
2010	5,684
2011	5,166
2012	2,908
2013	116
Total	$	20,754

Under SFAS No. 142, Goodwill and Other Intangible Assets, (“SFAS No. 142”) goodwill impairment is deemed to exist if the carrying value of a reporting unit exceeds its estimated fair value.  The Company’s reporting units are generally consistent with the operating segments underlying the reporting segments identified in Note 12 - Segment Information.  The determination of fair value for a reporting unit involves the use of assumptions and estimates such as the future performance of the operations of the reporting unit and discount rates used to determine the current value of expected future cash flows of the reporting unit.  Any change in these assumptions and estimates, and other factors such as inflation rates, competition and general economic conditions, could cause the calculated fair value of the operating unit to decrease significantly.

60

3.GOODWILL AND INTANGIBLE ASSETS (continued)

In the third quarter of 2008, the Company noted continued reduction in same store sales at Camping World, Inc. (“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.

The results of a third party valuation report (“Valuation Report”) prepared in the third quarter of 2008 by Houlihan Smith and Company Inc., a nationally recognized firm, in anticipation of the potential sale of Camping World, indicated that the estimated fair value of the Camping World reporting unit was less than book value.  The excess of the 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.

We performed an annual goodwill impairment test 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 as of December 31, 2008.  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.

In February 2006, AGI Productions, Inc. acquired the consumer shows and related assets of H & S Productions, LLC for $2.5 million.  The acquisition price was allocated primarily to membership and customer lists.  In August 2006, the Company’s subsidiary TL Enterprises, Inc. acquired the consumer park guides and related assets of American Guide Services, Inc. for $1.0 million.  The acquisition price was allocated primarily to membership and customer lists.  In September 2006, AGI Productions, Inc. acquired the consumer shows and related assets of Apple Rock Advertising and Promotions, Inc. for $1.5 million.

In January 2007, AGI Productions, Inc. acquired a consumer show from MAC Events, Inc. for $0.5 million.  As part of the purchase, the Company assumed $0.3 million of liabilities.  In February 2007, AGI Productions, Inc. acquired consumer shows from Industrial Exposition Inc. for $1.9 million.  As part of the purchase, the Company issued $1.5 million of debt and assumed $0.6 million of liabilities.

In January 2008, AGI Productions, Inc. acquired 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 of liabilities.  In February 2008, AGI Productions, Inc. acquired consumer shows from Mid America Expositions, Inc. for $1.6 million.  As part of the purchase, the Company issued $0.5 million of debt and assumed $0.5 million of liabilities.  The cost of the acquisitions was allocated primarily to membership and customer lists.

The total costs of the acquisitions have been allocated to the assets acquired and the liabilities assumed based on their respective fair values in accordance with SFAS No. 141, “Business Combinations.”  The allocations of the purchase price to assets and liabilities include various finite-lived assets and no additional goodwill.  The results of operations for each respective acquisition have been included in the Company’s results of operations from the date of the acquisitions.  Proforma results of operations for each year in which an acquisition occurred,

61

3.GOODWILL AND INTANGIBLE ASSETS (continued)

assuming the acquisitions took place at the beginning of the year, would not differ significantly from the actual reported results.

4.LONG-LIVED ASSETS

In 2005, AGHI issued $88.2 million principal amount of its 10-7/8% Senior Notes due 2012 (the “AGHI Notes”) and contributed the net proceeds, approximately $81.0 million, to the Company and in turn, the Company made an equity contribution to Camping World.  Camping World then made an equity capital contribution in the same amount to its wholly-owned subsidiary, CWI, Inc. that created a new wholly-owned subsidiary named CWFR Capital Corp. (“CWFR”) which is an “unrestricted subsidiary” under the AGHI Notes, and the AGI Indenture, and made an equity capital contribution to CWFR in an equal amount to the capital contribution that it received from Camping World.  Since CWFR is an unrestricted subsidiary, its operations are not restricted by either the AGI Indenture or the AGHI Notes.  CWFR used the proceeds from the equity capital contribution to acquire the FreedomRoads Preferred Interest.  FreedomRoads is owned 90% by the Stephen Adams Living Trust, which also indirectly owns 100.0% of the outstanding capital stock of AGHC and indirectly AGI.

Based on the results of the Valuation Report prepared in the third quarter of 2008, the Company recorded an impairment charge of $81.0 million in the third quarter of 2008 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.  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.

5.ACCRUED LIABILITIES

Accrued liabilities consisted of the following at December 31 (in thousands):

	2008		2007
Compensation and benefits	$	9,549	$	14,511
Other accruals	17,405		21,558
	$	26,954	$	36,069

6.LONG-TERM DEBT

The following reflects outstanding long-term debt as of December 31 (in thousands):

	2008			2007
Revolving Credit and Term Loan Facility:
Term Loans	$	126,955		$	128,605
Revolving credit facility	8,500			—
AGI 9% Senior Subordinated Notes due 2012	152,399			152,399
Other long-term obligations	4,292			6,169
	292,146			287,173
Less: current portion	(12,391		)	(4,406		)
	$	279,755		$	282,767

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6.LONG-TERM DEBT (continued)

AGI Senior Credit Facility - On June 24, 2003, the Company entered into an Amended and Restated Credit Agreement and a Senior Secured Floating Rate Note Purchase Agreement (“Senior Credit Facility”) providing for term loans (“Term Loans”) in the aggregate of $140.0 million and a revolving credit facility of $35.0 million.  The funds available under the revolving credit line of the Senior Credit Facility may be utilized forborrowings or letters of credit; however, a maximum of $7.5 million may be allocated to such letters of credit.  Re-borrowings under the Term Loans are not permitted.  The interest on borrowings under the Senior Credit Facility is at variable rates based on the ratio of total cash flow to outstanding indebtedness (as defined).  Interest rates float with prime and the London Interbank Offered Rates (“LIBOR”), plus an applicable margin ranging from 1.50% to 2.50% over the stated rates.  AGI also pays a commitment fee of 0.5% per annum on the unused amount of the revolving credit line.  Further, the Senior Credit Facility requires the loans to be prepaid in an amount equal to 75% of the excess cash flow, as defined.  As of December 31, 2008, the Company had no excess cash flow, as defined.  The Senior Credit Facility is secured by substantially all the assets and a pledge of the stock of AGI.

On March 3, 2006, AGI amended its Senior Credit Facility to revise the definition of Consolidated Fixed Charges Ratio and Permitted Tax Distributions.  This amendment allows AGI to distribute taxes to its ultimate parent based on its stand-alone tax obligation rather than the tax obligation of its parent, AGHI, until such time that AGHI pays interest on its 10 7/8% AGI Senior Notes in cash instead of by the issuance of additional notes.  For the years ended December 31, 2008 and 2007, AGI distributed cash of $2.0 million and $5.8 million, respectively, in the form of a dividend to AGHI to fund the Company’s tax obligations.  Further, AGI amended the Senior Credit Facility’s covenant restrictions with affiliates to permit a joint venture arrangement between Camping World, Inc. and FreedomRoads Holding Company LLC and its subsidiaries, (collectively “FreedomRoads”), an affiliate of the Company.

On June 8, 2006, AGI amended its 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 determines.  During 2006, AGI purchased $29.9 million of the AGI Senior Notes.  The AGI Senior Note purchases were made with available cash and the notes purchased have been retired.

On February 27, 2007, the Company amended its 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 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.  Further, the amendment permits 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 determines through the issuance of additional term loans of up to $50.0 million.  Any loan amounts not used for the repurchase of the AGI Senior Notes may be used for acquisitions or repay revolving credit loans.

As of December 31, 2008, $127.0 million was outstanding under the Term Loans and the average interest rate on the Term Loans was 7.27%.  As of December 31, 2008, permitted borrowings under the undrawn revolving line were $27.5 million.  The Company had commercial and standby letters of credit in the aggregate amount of $7.5 million outstanding as of December 31, 2008.  The aggregate quarterly scheduled payments on the Term Loans are $0.4 million.  The revolving credit facility and the Term Loans mature on June 24, 2009.

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6.LONG-TERM DEBT (continued)

On June 5, 2009, the Company entered into an amendment to its Senior Credit Facility pursuant to which the maturity date was extended from June 24, 2009 to March 31, 2010, the revolving credit portion of the facility was reduced by $10.0 million to $25.0 million, the outstanding term loan borrowings were repaid by $8.0 million, the financial covenants in effect through the extended maturity date were revised and the borrowing rate was increased to prime rate plus 7.0% or LIBOR plus 8.0% with a LIBOR floor of 2.75%.  As a condition to the amendment, the shareholder of the Company was required to arrange for the purchase of approximately $26.6 million in principal amount of the term portion of the Senior Credit Facility by new lenders, enhance the yield to such new lenders, purchase AGHI Notes held by one of such new lenders at a premium to the most recent market price, contribute $8.5 million in capital to the Company and guarantee two required principal payments on the term loans under the Senior Credit Facility, aggregating $15.0 million.  In consideration of such support, the Company entered into an option agreement with the shareholder of the ultimate parent of the Company pursuant to which the Company granted such shareholder or his assigns an option, exercisable on or before March 1, 2010, to purchase the Company’s Camping World subsidiary for $55.0 million, being the fair value of such subsidiary as determined by an appraisal of Houlihan Smith & Company, Inc. dated as of March 1, 2009.  The Company also agreed to pay the shareholder of the ultimate parent, upon successful refinancing of the Company’s secured debt, including the Senior Credit Facility, a success fee equal in amount to the fair value, as determined by an independent financial advisor of such credit support, taking into account the fair value of the option to purchase Camping World.  In the event the fair value of the Camping World purchase option exceeds the fair value of such credit support, the shareholder will pay the amount of such excess to the Company.

Concurrent with the amendment to the Senior Credit Facility, the Company obtained a $9.7 million 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 carries an interest rate of 9.0% and matures on July 31, 2010.

In addition, Company agreed to use its best efforts to secure an asset-based loan of at least $18.5 million secured by the inventory and receivables of its subsidiary, Camping World, Inc. (the “Camping World Financing”), the proceeds of which would be used to further reduce the amounts outstanding under the Senior Credit Facility.  The senior lenders agreed to subordinate their liens to such financing.  If a Camping World Financing has not been consummated by September 15, 2009, the borrowing rate on revolving credit loans, swing loans and terms loans increase to prime rate plus 9.0% or LIBOR plus 10.0%. 

The amended Senior Credit Facility also revised the Company’s financial covenants in effect through the extended maturity date.  The Company’s forecast for 2009 anticipates compliance with all required covenants throughout 2009.  Significant cost reductions have been implemented in 2008, including the elimination of personnel, suspension of 401(k) employer contributions, salary cutbacks, hiring and capital expenditure spending freezes, satellite office closures, and magazine size and frequency reductions.  Further cost reductions are set to be unveiled in 2009.  The Company believes that the amended bank financing, new secured loans, as well as forecasted cash flow will provide the cash flow needed to continue as a going concern through at least January 1, 2010.

AGI Senior Subordinated Notes - In February 2004, we 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.  Interest is payable on the AGI Senior Notes twice a year on each February 15 and August 15, beginning August 15, 2004, and the AGI Senior Notes mature on February 15, 2012.  On June 8, 2006, AGI amended its 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 determines.  AGI purchased $29.9 million of the AGI Senior Notes at various times in 2006.  The AGI Senior Note purchases were made with available cash and the notes purchased have been retired.

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 Senior Credit Facility.  The balance of the $25.0 million incremental loan 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 terms on the additional incremental loans are consistent with the remaining term loan outstanding under the Senior Credit Facility. The Company also incurred an $0.8 million debt extinguishment charge representing the pro rata unamortized deferred finance costs associated with the prepayment of the AGI Senior Notes.  As of December 31, 2008, $152.4 million of AGI Senior Notes remain outstanding.

Based on the results of the Valuation Report, the Company recorded an impairment charge of $81.0 million in the third quarter of 2008 that wrote down to zero the carrying value of the

64

6.LONG-TERM DEBT (continued)

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.  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.

The AGI Credit Facility and the AGI indenture contains certain restrictive covenants relating to, but not limited to, mergers, changes in the nature of the business, acquisitions, additional indebtedness, sale of assets and investments, and the payment of dividends subject to certain limitations and minimum operating covenants.  The Company was in compliance with all debt covenants at December 31, 2008.

Total Long-term Debt - The aggregate future maturities of long-term debt at December 31, 2008 are as follows (in thousands):

2009	$	12,391
2010	127,273
2011	82
2012	152,400
Total	$	292,146

7.INCOME TAXES

The components of the Company’s income tax expense (benefit) from operations for the year ended December 31, consisted of (in thousands):

	2008			2007		2006
Current:
Federal	$	—		$	—	$	—
State	29			16		12
Deferred
Federal	(2,065		)	1,443		19,549
State	(177		)	124		2,707
Income tax expense (benefit)	$	(2,213	)	$	1,583	$	22,268

A reconciliation of income tax expense (benefit) from operations to the federal statutory rate for the year ended December 31 is as follows (in thousands):

	2008			2007			2006
Income taxes computed at federal statutory rate	$	(49,321	)	$	(992	)	$	(2,830	)
State income taxes - net of federal benefit	(4,227		)	(85		)	(243		)
Other differences:
Deferred taxes upon change in tax status	—			—			23,097
Goodwill written off	14,739			—			—
Increase (decrease) of valuation allowance	36,696			2,724			2,459
Other	(100		)	(64		)	(215		)
Income tax expense (benefit)	$	(2,213	)	$	1,583		$	22,268

65

7.INCOME TAXES (continued)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss and tax credit carryforwards.  Significant items comprising the net deferred tax asset at December 31 are (in thousands):

	2008			2007
Deferred tax liabilities:
Management incentive	$	—		$	(3,349	)
Accelerated depreciation	(1,187		)	(1,251		)
Prepaid expenses	(386		)	(313		)
Other	(490		)	(790		)
	(2,063		)	(5,703		)
Deferred tax assets:
Investment impairment	30,784			—
Gift Cards	796			799
Deferred revenues	27			148
Accrual for employee benefits and severance	325			615
Accrual for deferred phantom stock compensation	—			59
Net operating loss carryforward	11,179			4,569
Claims reserves	684			1,250
Intangible assets	179			216
Deferred book gain	2,521			2,521
Other reserves	2,016			1,929
	48,511			12,106
Valuation allowance	(41,879		)	(5,183		)
Net deferred tax liabilities	$	4,569		$	1,220

Effective January 1, 2006, the Company received approval from the Internal Revenue Service for a change in tax status to an S corporation which included AGHC and all its subsidiaries with the exception of Camping World, Inc. and its wholly-owned subsidiaries, which are to remain Subchapter C corporations.  At December 31, 2008, Camping World, Inc. and its subsidiaries had a net operating loss carryforward of approximately $29.4 million, which will be able to offset future taxable income.  If not used, the net operating loss carryforward will expire between 2026 and 2028.  The valuation allowance for deferred taxes was increased by $36.7 million as it was determined that the Company would have insufficient taxable income in the current, or carryforward periods under the tax laws to realize the future tax benefits of its deferred tax assets.

On January 1, 2007, the Company adopted the provisions of FIN 48.  At the date of adoption, the Company had $14.2 million of unrecognized tax benefits.  Accounting for the unrecognized tax benefits had no affect on current year earnings or retained earnings as the liability had been previously recorded and was reclassified from long-term deferred tax liabilities to other long-term liabilities.

66

7.INCOME TAXES (continued)

The following table summarizes the activity related to unrecognized tax benefits:

Balance at January 1, 2008	$	14,390
Gross increases in unrecognized tax benefits due to prior year positions	—
Gross decreases in unrecognized tax benefits due to prior year positions	—
Gross increases in unrecognized tax benefits due to current year positions	—
Gross decreases in unrecognized tax benefits due to current year positions	—
Gross decreases in unrecognized tax beneifts due to settlements with taxing authorities	—
Gross decreases in unrecognized tax benefits due to statute expirations	—
Other	103
Unrecognized tax benefits at December 31, 2008	$	14,493

The Company accrues interest and penalties related to unrecognized tax benefits in its income tax provision.  The Company recorded interest and penalties of $0.9 million related to unrecognized tax benefits during 2008 and in total, as of December 31, 2008, the liability for penalties and interest was $2.5 million.  This amount was included in other long-term liabilities.  The Company anticipates that the total amount of unrecognized tax benefits at December 31, 2008 will decrease by a least $12.6 million due to tax positions for which there was an uncertainty about the timing of revenue recognition in earlier years which will more likely than not become certain by the close of 2009.

The Company and its subsidiaries file income tax returns in the U.S. and various states.  With few exceptions, the Company is no longer subject to U.S. federal, state, and local income tax examinations by tax authorities for years before 2003.

8.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 (3.42% at December 31, 2008 based upon the October 31, 2008 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 interest rate swap agreement was effective beginning October 31, 2007 and expires on October 31, 2012.  AGI entered into the interest rate swaps 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 million of the Term Loans issued June 24, 2003, and accordingly, gains and losses on the fair value of the interest 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 (3.42% at December 31, 2008 based upon the October 31, 2008 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.  Gains and losses on the fair value of the interest 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.

67

8.INTEREST RATE SWAP AGREEMENTS (continued)

The fair value of these swaps included in accrued liabilities was $12.7 million and $4.7 million as of December 31, 2008 and December 31, 2007, respectively, and in accumulated other comprehensive loss of $10.3 million and $4.7 million as of December 31, 2008 and December 31, 2007, respectively.  The ineffective portion included in the statement of operations in loss on derivative instrument was $2.4 million at December 31, 2008.  AGI entered into the interest rate swaps to limit the effect of interest rate changes on our floating rate debt.

Due to the potential sale of Camping World, a highly effective hedge on the $35.0 million outstanding debt by the $35.0 million notional amount interest rate swap agreement is deemed to be no longer probable and is now 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 prospectively beginning October 1, 2008.  The change in value from October 1, 2008 to December 31, 2008 was $2.4 million.  Included in other comprehensive loss is $0.5 million related to the $35.0 million interest rate swap which will be included in earnings when the underlying transaction being hedged is probable not to occur.  A highly-effective hedge on the $100.0 million outstanding debt by the $100.0 million notional amount of interest rate swap agreement is still deemed to be probable as the Company will maintain its LIBOR-based debt at a minimum of $100.0 million until the interest swap expires on October 31, 2012.

The fair value of these swaps included in other long-term liabilities was $12.7 million of which $10.3 million is in accumulated other comprehensive loss and $2.4 million in the statement of operations at December 31, 2008, and $4.7 million for both other long-term liabilities and accumulated other comprehensive loss as of December 31, 2007, respectively.

9.FAIR VALUE

The Company has adopted the provisions of SFAS 157 as of January 1, 2008, for financial instruments.  Although the adoption of SFAS 157 did not materially impact its financial condition, results of operations, or cash flow, the Company is now required to provide additional disclosures as part of its financial statements.

SFAS 157 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.  These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

As of December 31, 2008, the Company holds interest rate swap contracts that are required to be measured at fair value on a recurring basis.  The Company’s interest rate swap contracts are not traded on a public exchange.  See Note 8 for further information on the interest rate swap contracts.  The fair value of these interest rate swap contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets.  Therefore, the Company has categorized these swap contracts as Level 2.

The Company recorded an impairment charge of $81.0 million in the third quarter of 2008 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.  The fair value of the FreedomRoads Preferred Interest was based on the Valuation Report and 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.  Therefore, the Company has categorized the FreedomRoads Preferred Interest as Level 3.

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9.FAIR VALUE (continued)

The Company’s liability at December 31, 2008, measured at fair value on a recurring basis subject to the disclosure requirements of SFAS 157, was as follows:

				Fair Value Measurements at Reporting Date Using
				Quoted Prices
				in Active		Significant
				Markets for		Other			Significant
				Identical		Observable			Unobservable
(in thouands)				Assets		Inputs			Inputs
Description	12/31/2008			(Level 1)		(Level 2)			(Level 3)
Interest Rate Swap Contracts	$	(12,731	)	$	—	$	(12,731	)	$	—
FreedomRoads Preferred Interest	—			—		—			—

10.COMMITMENTS, CONTINGENCIES

Leases — The Company holds certain property and equipment under rental agreements and operating leases which have varying expiration dates.  Future minimum annual fixed rentals under operating leases having an original term of more than one year as of December 31, 2008 are as follows (in thousands):

	Third Party		Related Party		Total
2009	$	13,055	$	9,172	$	22,227
2010	12,552		9,230		21,782
2011	11,121		9,230		20,351
2012	9,489		9,007		18,496
2013	7,317		8,971		16,288
Thereafter	64,396		64,530		128,926
Total	$	117,930	$	110,140	$	228,070

During 2008, 2007 and 2006, respectively, approximately $21.7 million, $17.9 million, and $14.6 million of rent expense was charged to costs and expenses.

On December 5, 2001, the Company sold eleven real estate properties to eleven separate wholly-owned subsidiaries of AGRP Holding Corp., a wholly-owned subsidiary of the Company’s ultimate parent, AGI Holding Corp., for $52.3 million in cash and a note receivable.  The properties have been leased back to the Company on a triple net basis.  Both the sales price and lease rates were based on market rates determined by third party independent appraisers engaged by the mortgage lender and approved by the AGI Senior Credit Facility agent bank.  These leases have an initial term of 25 to 27 years with two five-year options at the then current market rent.  The leases are classified as operating leases in accordance with SFAS No. 13 “Accounting for Leases.”  Land and buildings with a net book value totaling $45.8 million have been removed from the balance sheet.  The transaction resulted in a net gain of $6.1 million consisting of a $12.1 million gain on certain properties and a $6.0 million loss on other properties. In accordance with accounting principles generally accepted in the United States, the $6.0 million loss was recognized upon the date of sale in 2001 in the statement of operations and the $12.1 million gain was deferred and will be credited to income as rent expense adjustments over the lease terms.  The average net annual lease payments over the lives of the leases are $3.4 million.  As of December 31, 2008, $8.9 million gain remains and will be recognized over the future lease terms.

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10.COMMITMENTS, CONTINGENCIES (continued)

NASCAR Agreement — Pursuant to the terms of a certain Series Entitlement and Sponsorship Agreement dated as of January 1, 2009, by and between National Association for Stock Car Auto Racing, Inc. (“NASCAR”) and FreedomRoads, LLC (“FR”), a wholly owned subsidiary of FreedomRoads, and CWI, Inc. (“CWI”), a wholly owned subsidiary of Camping World, Inc. (the “NASCAR Sponsorship Agreement”), CWI and FR obtained rights as the title sponsor of the NASCAR Truck Series.  The NASCAR Sponsorship Agreement provides for a term of seven years, commencing January 1, 2009 and terminating December 31, 2015, and requires the payment of annual rights fees in exchange for the rights granted to FR and CWI.  The obligations of FR and CWI under the Sponsorship Agreement are joint and several in nature, provided that the liability of CWI for the annual rights fees during the term of the NASCAR Sponsorship Agreement is capped at an aggregate of $6,500,000.

Litigation — From time to time, the Company is involved in litigation arising in the normal course of business operations.  The Company does not believe it is involved in any litigation that will have a material adverse effect on its results of operations or financial position.

Employment Agreements — The Company has employment agreements with certain officers.  The agreements include, among other things, an annual bonus based on earnings before interest, taxes, depreciation and amortization, and up to one year’s severance pay beyond termination date or three weeks of severance pay for every year of continuous employment, whichever is greater.

Joint Venture Agreement — On March 6, 2006, Camping World entered into a Joint Venture Agreement with FreedomRoads.  FreedomRoads is indirectly owned and controlled by Stephen Adams, the Chairman and indirect controlling shareholder of AGHI.  FreedomRoads, through its wholly-owned subsidiaries, owns and operates RV dealerships, currently operating across the United States.  The Joint Venture Agreement provides that Camping World and FreedomRoads are to act cooperatively with a view to maximizing synergies and to locate, establish and utilize mutually beneficial relationships that are available only to the parties acting together that would not otherwise be available to either party independently.  There are no capital requirements or sharing of income and expenses.

11.RELATED PARTY TRANSACTIONS

In conjunction with the sale of real estate properties to an affiliate on December 5, 2001, the Company accepted $4.8 million of the purchase price in the form of a ten-year balloon note receivable yielding 11% per annum, with monthly payments of approximately $46,000.  Such amount is included in Note from Affiliate on the accompanying balance sheet.

In connection with our effort to expand the number of Camping World stores by developing retail alliances with RV dealerships across North America, the Company has established 45 Camping World stores alongside or within RV dealerships owned by FreedomRoads, which is controlled by the Chairman of our Board of Directors, Stephen Adams, and we expect additional Camping World stores alongside or within such RV dealerships in the future.  At December 31, 2008, the Company leased 37 properties from FreedomRoads, sub-leased 6 properties to FreedomRoads, and Camping World and FreedomRoads are joint tenants under 6 leases.  Total payments by the Company to FreedomRoads under these leased properties for 2008 and 2007 were approximately $4.2 million and $3.7 million, respectively, and future commitments under these leases total approximately $36.3 million.  The leases expire at various dates from August 2013 through September 2018.  For 2008 and 2007,

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11.RELATED PARTY TRANSACTIONS (continued)

lease payments received from FreedomRoads for the 6 subleased properties were approximately $0.7 million and $0.9 million, respectively, and future payments to be received under these subleases total approximately $4.5 million.  The Company paid FreedomRoads approximately $7.7 million and $9.4 million in 2008 and 2007, respectively, and FreedomRoads paid the Company approximately $27.7 million and $17.5 million in 2008 and 2007, respectively, under the product marketing and sales agreements.  In addition to the $5.0 million receivable under the Cooperative Resources Agreement discussed below, Camping World’s outstanding accounts receivable balance to FreedomRoads was $1.1 million, consisting of $5.8 million in accounts receivable and $4.7 million in accounts payable, at December 31, 2008.

On March 6, 2006, Camping World entered into a Joint Venture Agreement with FreedomRoads.  FreedomRoads is indirectly owned and controlled by Stephen Adams, the Chairman and indirect controlling shareholder of AGHI.  FreedomRoads, through its wholly-owned subsidiaries, owns and operates RV dealerships, currently operating across the United States.  The Joint Venture Agreement provides that Camping World and FreedomRoads are to act cooperatively with a view to maximizing synergies and to locate, establish and utilize mutually beneficial relationships that are available only to the parties acting together that would not otherwise be available to either party independently.  There are no capital requirements or sharing of income and expenses.

NASCAR Agreement — Pursuant to the terms of a certain Series Entitlement and Sponsorship Agreement dated as of January 1, 2009, by and between National Association for Stock Car Auto Racing, Inc. (“NASCAR”) and FreedomRoads, LLC (“FR”), a wholly owned subsidiary of FreedomRoads, and CWI, Inc. (“CWI”), a wholly owned subsidiary of Camping World, Inc. (the “NASCAR Sponsorship Agreement”), CWI and FR obtained rights as the title sponsor of the NASCAR Truck Series.  The NASCAR Sponsorship Agreement provides for a term of seven years, commencing January 1, 2009 and terminating December 31, 2015, and requires the payment of annual rights fees in exchange for the rights granted to FR and CWI.  The obligations of FR and CWI under the Sponsorship Agreement are joint and several in nature, provided that the liability of CWI for the annual rights fees during the term of the NASCAR Sponsorship Agreement is capped at an aggregate of $6,500,000.

Pursuant to the terms of the Amended and Restated Cooperative Resources Agreement (“Cooperative Resources Agreement”) dated January 1, 2008, by and between the Company and FreedomRoads Holding Company, Inc. (“FreedomRoads”) and Camping World, Inc., FreedomRoads obtained the right to use the Camping World logos, trademarks, and trade names (“CW Marks”).  The Cooperative Resources Agreement provides for a term of twenty-five years, commencing January 1, 2008 and terminating December 31, 2032, and requires payment by FreedomRoads of an annual fee based on revenue, as defined, in exchange for the right to use the CW Marks granted by AGI.  The fee for 2008 was $5.0 million and was paid by FreedomRoads to AGI in the first quarter of 2009.

The law firm of Kaplan, Strangis and Kaplan, P.A. (“KSK”) provides ongoing legal services to the Company and certain subsidiaries in connection with various matters. Andris A. Baltins, a member of the Board of Directors, is a member of that firm.  During 2008, 2007 and 2006 KSK received $201,000, $257,000, and $198,000 in legal fees from the Company, respectively.

The consulting firm of Pransky and Associates, P.S. (“PA”) provides ongoing consulting services to the Company and certain subsidiaries.  George Pransky, a member of the Board of Directors, is a director of that company.  During 2008 and 2007, PA received $0 and $86,000 in fees from the Company, respectively.

71

11.RELATED PARTY TRANSACTIONS (continued)

The accounting firm of Frith-Smith & Archibald, LLP (“FSA”), provides tax preparation and review services to the Company and certain subsidiaries.  David Frith-Smith, a member of the Board of Directors, is a partner of that company.  During 2008 and 2007, FSA received $0 and $13,000 in fees from the Company, respectively.

12.STATEMENTS OF CASH FLOWS

Supplemental disclosures of cash flow information for December 31 (in thousands):

	2008			2007			2006
Cash paid (received) during the year for:
Interest	$	23,982		$	24,055		$	26,669
Income taxes	(5		)	(195		)	(1,138		)

The Company entered into the following non-cash investing and financing transactions:

2008:

In January 2008, the Company assumed $0.6 million of liabilities and issued $0.4 million of debt in connection with the acquisition of nine RV and boat shows from MAC Events, LLC.

In February 2008, the Company assumed $0.5 million of liabilities and issued $0.5 million of debt in connection with the acquisition of three RV and boat shows from Mid America Expositions, Inc.

In August 2008, AGHC paid the interest on the AGHI Notes of $6.2 million representing a contribution from AGHC and a payment of interest on the notes.

In December 2008, the Company recorded the fair value of the interest rate swaps in Other Long-Term Liabilities of $12.7 million, in Accumulated Other Comprehensive Loss of $10.3 million, and ineffective portion in statement of operations of $2.4 million.

2007:

In January 2007, the Company assumed $0.3 million of liabilities in connection with the acquisition of the Madison Boat Show from MAC Events, LLC.

In February 2007, the Company assumed $0.6 million of liabilities and issued $1.5 million of debt in connection with the acquisition of five RV and Sportsman Shows from Industrial Expositions, Inc.

In December 2007, the Company recorded the fair value of the interest rate swap in Other Long-Term Liabilities of $4.7 million and through Other Comprehensive Loss.

2006:

In February 2006, the Company assumed $1.0 million of liabilities and issued $0.4 million of debt in the acquisition of Plus Events consumer shows and related assets of H & S Productions, LLC.

In August 2006, the Company assumed $0.3 million of liabilities and issued $0.1 million of debt in the acquisition of the publishing assets of American Guide Services, Inc.

72

12.STATEMENTS OF CASH FLOWS (continued)

In September 2006, the Company assumed $0.4 million of liabilities and issued $0.5 million of debt in the asset acquisition of four North Carolina RV shows from Apple Rock Advertising and Promotions, Inc.

13.BENEFIT PLAN

The Company’s total contribution to a deferred savings and profit sharing plan (the “401(k) Plan”) totaled approximately $0.9 million, $1.7 million, and $1.9 million for 2008, 2007, and 2006, respectively.

Affinity Group, Inc.

The Company sponsors a 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 401(k) Plan.  Employees who have completed one year of service (minimum of 1,000 hours) are eligible for matching contributions.  For the plan year 2008, the Company elected a Safe Harbor Matching Contribution for the employer match and set the employer match, which vests 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’s contributions to the plan totaled approximately $0.5 million for 2008.

Camping World, Inc.

Beginning January 1, 2007 Camping World elected to no longer participate in the Affinity Group 401(k) Plan and elected to begin participating in the FreedomRoads 401(k) Defined Contribution Plan, FreedomRewards 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 eighteen, including the Executive Officers 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’s contributions to the plan totaled approximately $0.4 million in 2008.

14.DEFERRED PHANTOM STOCK COMPENSATION

The Company has deferred compensation agreements with certain officers.  The agreements provide for payment to the officers upon their termination, death, disability, or sale of the Company, and other agreed upon events.  Deferred compensation is included in other long-term liabilities except for amounts expected to be paid in 2009, which have been classified in current liabilities.  This deferred compensation is subject to vesting under the terms of the individual agreements.  Vesting periods range from 33% per year over a three-year period to immediate vesting upon entering an agreement.  The Company incurred deferred compensation benefit of $0.3 million for 2008 and expense of $0.4 million and $1.1 million for 2007 and 2006, respectively, due to changes in the cumulative amount due under the plan.

73

15.SEGMENT INFORMATION

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, 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, club magazines, directories and RV and powersports industry trade magazines.  In addition, the Media segment operates 49 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 and mail order catalogs.  The Company evaluates performance based on profit or loss from operations before income taxes.

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.

The Company does not allocate income taxes or unusual items to segments.  Financial information by reportable business segment is summarized as follows (in thousands):

	Membership
	Services		Media		Retail			Consolidated
YEAR ENDED DECEMBER 31, 2008
Revenues from external customers	$	152,643	$	82,424	$	291,070		$	526,137
Loss on sale of property and equipment	—		—		(321		)	(321		)
Interest income	3,589		—		29			3,618
Interest expense	—		208		16,126			16,334
Depreciation and amortization	3,218		5,954		8,565			17,737
Segment profit (loss)	51,679		9,228		(64,678		)	(3,771		)
Segment assets	221,262		88,101		110,964			420,327
Expenditures for segment assets	2,531		2,464		6,603			11,598
YEAR ENDED DECEMBER 31, 2007
Revenues from external customers	$	149,937	$	90,537	$	321,730		$	562,204
Gain (loss) on sale of property and equipment	—		5		(216		)	(211		)
Interest income	9,521		—		84			9,605
Interest expense	—		258		15,402			15,660
Depreciation and amortization	3,620		5,124		7,754			16,498
Segment profit (loss)	50,491		17,497		(8,136		)	59,852
Segment assets	203,836		89,074		246,472			539,382
Expenditures for segment assets	2,744		1,244		15,650			19,638
YEAR ENDED DECEMBER 31, 2006
Revenues from external customers	$	137,394	$	86,742	$	290,422		$	514,558
Gain on sale of property and equipment	—		5		11			16
Interest income	6,485		—		6			6,491
Interest expense	—		329		13,709			14,038
Depreciation and amortization	3,658		4,365		8,217			16,240
Segment profit (loss)	44,695		19,837		(10,128		)	54,404
Segment assets	167,837		87,122		225,680			480,639
Expenditures for segment assets	2,263		1,171		11,309			14,743

74

15.SEGMENT INFORMATION (continued)

The following is a summary of the reconciliations of reportable segments to the consolidated financial statements for the years ended December 31, 2008, 2007 and 2006 (in thousands):

	2008			2007			2006
(Loss) gain on Sale of Property and Equipment
Total (loss) gain on sale for reportable segments	$	(321	)	$	(211	)	$	16
Other non-allocated gain	—			61			—
Total (loss) gain on sale of property and equipment	$	(321	)	$	(150	)	$	16
Interest Income
Total interest income for reportable segments	$	3,618		$	9,605		$	6,491
Elimination of intersegment interest income	(3,589		)	(9,521		)	(6,485		)
Other non-allocated interest income	550			508			1,109
Total interest income	$	579		$	592		$	1,115
Interest Expense
Total interest expense for reportable segments	$	16,334		$	15,660		$	14,038
Elimination of intersegment interest expense	(15,612		)	(15,026		)	(13,525		)
Other non-allocated interest expense	23,506			24,185			25,195
Total interest expense	$	24,228		$	24,819		$	25,708
Depreciation and Amortization
Total depreciation and amortization for reportable segments	$	17,737		$	16,498		$	16,240
Unallocated depreciation and amortization expense	2,061			2,450			2,416
Total consolidated depreciation and amortization	$	19,798		$	18,948		$	18,656
(Loss) Income From Operations Before Taxes
Total (loss) profit for reportable segments	$	(3,771	)	$	59,852		$	54,404
Unallocated depreciation and amortization expense	(2,061		)	(2,450		)	(2,416		)
Unallocated G & A expense	(14,021		)	(17,050		)	(17,477		)
Unallocated interest expense, net	(22,956		)	(23,677		)	(24,086		)
Unallocated gain on sale of property and equipment	—			61			—
Unallocated debt restructure expense	—			(775		)	(835		)
Unallocated restructuring charge	—			—			(93		)
Unallocated arbitration expense	—			(955		)	—
Unallocated loss on derivative instrument	(2,394		)	—			—
Unallocated impairment of investment in affiliate	(81,005		)	—			—
Elimination of intersegment interest expense, net	12,023			5,505			7,040
(Loss) Income from operations before income taxes	$	(114,185	)	$	20,511		$	16,537
Assets
Total assets for reportable segments	$	420,327		$	539,382		$	480,639
Intangible assets not allocated to segments	4,201			5,348			8,190
Corporate unallocated assets	3,066			3,334			6,353
Elimination of intersegment receivable	(133,242		)	(126,453		)	(87,174		)
Consolidated total assets	$	294,352		$	421,611		$	408,008
Capital Expenditures
Total expenditures for assets for reportable segments	$	11,598		$	19,638		$	14,743
Other asset expenditures	184			70			502
Total capital expenditures	$	11,782		$	19,708		$	15,245

75

16.SELECTED QUARTERLY INFORMATION (UNAUDITED)

The following is a summary of selected quarterly information for the years ended December 31, 2008, 2007 and 2006 (in thousands):

	March 31,		June 30,		September 30,			December 31,
	2008		2008		2008			2008
Total revenue	$	124,985	$	147,729	$	133,337		$	120,086
Gross profit	47,764		57,492		49,700			48,386
Net income (loss)	115		5,977		(126,110		)	8,046

	March 31,		June 30,		September 30,			December 31,
	2007		2007		2007			2007
Total revenue	$	127,807	$	153,864	$	146,428		$	134,105
Gross profit	48,527		57,234		53,505			50,900
Net income (loss)	2,550		7,557		(673		)	9,494

	March 31,		June 30,			September 30,		December 31,
	2006		2006			2006		2006
Total revenue	$	116,870	$	139,003		$	130,040	$	128,645
Gross profit	44,776		51,294			48,735		49,029
Net income (loss)	2,264		(16,438		)	1,885		6,558

17.VALUATION AND QUALIFYING ACCOUNTS

			Additions
	Balance at		Charged to				Balance at
	Beginning		Costs and		Deductions		End
(in thousands)	of Period		Expenses		(a)		of Period
Description:
Year ended December 31, 2008:
Allowance for doubtful accounts receivable	$	1,473	$	1,493	$	819	$	2,147
Year ended December 31, 2007:
Allowance for doubtful accounts receivable	$	1,193	$	1,373	$	1,093	$	1,473
Year ended December 31, 2006:
Allowance for doubtful accounts receivable	$	952	$	745	$	504	$	1,193

 (a) Accounts determined to be uncollectable and charged against allowance account, net of collection on accounts previously charged against allowance account.

18.NOTES OFFERING AND GUARANTOR FINANCIAL INFORMATION

In February 2004, the Company completed an offering of $200.0 million 9.0% Senior Subordinated Notes (“AGI Senior Notes”) due in 2012.  Interest is payable on the AGI Senior

76

18.NOTES OFFERING AND GUARANTOR FINANCIAL INFORMATION (continued)

Notes twice a year on February 15 and August 15, beginning August 15, 2004.  The Company’s present and future restricted subsidiaries will guarantee the AGI Senior Notes with unconditional guarantees of payment that will rank junior in right of payment to their existing and future senior debt, but will rank equal in right of payment to their existing and future senior subordinated debt.

All of the Company’s subsidiaries have jointly and severally guaranteed the indebtedness under the AGI Senior Notes.  Full financial statements of the Guarantors have not been included because, pursuant to their respective guarantees, the Guarantors are jointly and severally liable with respect to the AGI Senior Notes.

The following are summarized statements setting forth certain financial information concerning the Guarantor Subsidiaries as of and for the year ended December 31, 2008 (in thousands).

							NON-						AGI
	AGI			GUARANTORS			GUARANTOR			ELIMINATIONS			CONSOLIDATED
Cash & cash equivalents	$	1,300		$	9,308		$	—		$	—		$	10,608
Accounts receivable- net of allowance for	5,949			167,484						(133,242		)	40,191
Inventories	—			57,137			—			—			57,137
Other current assets	2,231			11,314			—			—			13,545
Total current assets	9,480			245,243			—			(133,242		)	121,481
Property and equipment, net	6,885			37,192			—			—			44,077
Intangible assets	2,815			17,939			—			—			20,754
Goodwill	67,584			29,244			—			—			96,828
Investment in subsidiaries	512,024			—			—			(512,024		)	—
Affiliate note and investments	40,000			4,608			—			(40,000		)	4,608
Other assets	606			5,998			—			—			6,604
Total assets	$	639,394		$	340,224		$	—		$	(685,266	)	$	294,352
Accounts payable	$	625		$	23,325		$	—		$	—		$	23,950
Accrued and other liabilities	13,873			21,192			—			—			35,065
Current portion of long-term debt	268,697			(90,564		)	—			(173,242		)	4,891
Current portion of deferred revenue	1,073			59,496			—			—			60,569
Total current liabilities	284,268			13,449						(173,242		)	124,475
Deferred revenue	2,415			33,440			—			—			35,855
Long-term debt	152,399			134,856			—			—			287,255
Other long-term liabilities	386,826			(353,545		)	—			—			33,281
Total liabilities	825,908			(171,800		)				(173,242		)	480,866
Interdivisional equity	—			512,024						(512,024		)	—
Stockholders’ deficit	(186,514		)	—			—			—			(186,514		)
Total liabilities & stockholders’ deficit	$	639,394		$	340,224		$	—		$	(685,266	)	$	294,352
Revenue	$	9,765		$	516,372		$	—		$	—		$	526,137
Costs applicable to revenues	(12,271		)	(310,524		)	—			—			(322,795		)
Operating expenses	(18,954		)	(193,596		)	—			—			(212,550		)
Interest expense, net	(10,933		)	(12,716		)	—			—			(23,649		)
Income from investment in consolidated subsidiaries	(85,023		)	—			—			85,023			—
Other non operating income (expenses)	5,761			(6,084		)	(81,005		)	—			(81,328		)
Income tax expense	(317		)	2,530			—			—			2,213
Net loss	$	(111,972	)	$	(4,018	)	$	(81,005	)	$	85,023		$	(111,972	)
Cash flows from operations	$	(28,873	)	$	44,417		$	—		$	—		$	15,544
Cash flows used in investing activities	(1,804		)	(13,323		)	—			—			(15,127		)
Cash flows (used in) provided by financing activities	26,640			(24,806		)	—			—			1,834
Cash at beginning of year	5,337			3,020			—			—			8,357
Cash at end of year	$	1,300		$	9,308		$	—		$	—		$	10,608

77

18.	NOTES OFFERING AND GUARANTOR FINANCIAL INFORMATION (continued)
	The following are summarized statements setting forth certain financial information concerning the Guarantor Subsidiaries as of and for the year ended December 31, 2007 (in thousands).

							NON-					AGI
	AGI			GUARANTORS			GUARANTOR		ELIMINATIONS			CONSOLIDATED
Cash & cash equivalents	$	5,337		$	3,020		$	—	$	—		$	8,357
Accounts receivable- net	431			159,352			—		(126,453		)	33,330
Inventories	—			64,209			—		—			64,209
Other current assets	2,481			11,949			—		—			14,430
Total current assets	8,249			238,530			—		(126,453		)	120,326
Property and equipment, net	7,744			36,563			—		—			44,307
Intangible assets	3,962			19,733			—		—			23,695
Goodwill	67,584			76,845			—		—			144,429
Investment in subsidiaries	597,138			81,005			—		(678,143		)	—
Affiliate note and investments	40,000			4,650			81,005		(40,000		)	85,655
Other assets	759			2,440			—		—			3,199
Total assets	$	725,436		$	459,766		$	81,005	$	(844,596	)	$	421,611
Accounts payable	$	1,380		$	25,791		$	—	$	—		$	27,171
Accrued and other liabilities	13,792			30,166			—		—			43,958
Current portion of long-term debt	128,103			42,756			—		(166,453		)	4,406
Current portion of deferred revenue	2,029			63,826			—		—			65,855
Total current liabilities	145,304			162,539					(166,453		)	141,390
Deferred revenue	2,538			35,997			—		—			38,535
Long-term debt	279,354			3,413			—		—			282,767
Other long-term liabilities	365,150			(339,321		)	—		—			25,829
Total liabilities	792,346			(137,372		)			(166,453		)	488,521
Interdivisional equity	—			597,138			81,005		(678,143		)	—
Stockholders’ deficit	(66,910		)	—			—		—			(66,910		)
Total liabilities & stockholders’ deficit	$	725,436		$	459,766		$	81,005	$	(844,596	)	$	421,611
Revenue	$	5,116		$	557,088		$	—	$	—		$	562,204
Costs applicable to revenues	(12,726		)	(339,312		)	—		—			(352,038		)
Operating expenses	(20,204		)	(144,300		)	—		—			(164,504		)
Interest expense, net	(18,172		)	(6,055		)	—		—			(24,227		)
Income from investment in consolidated subsidiaries	59,727			—			—		(59,727		)	—
Other non operating income (expenses)	5,512			(6,436		)	—		—			(924		)
Income tax expense	(325		)	(1,258		)	—		—			(1,583		)
Net income	$	18,928		$	59,727		$	—	$	(59,727	)	$	18,928
Cash flows from operations	$	(35,507	)	$	54,827		$	—	$	—		$	19,320
Cash flows used in investing activities	(3,485		)	(16,311		)	—		—			(19,796		)
Cash flows provided (used in) by financing activities	31,720			(37,893		)	—		—			(6,173		)
Cash at beginning of year	12,609			2,397			—		—			15,006
Cash at end of year	$	5,337		$	3,020		$	—	$	—		$	8,357

78

18.	NOTES OFFERING AND GUARANTOR FINANCIAL INFORMATION (continued)
	The following are summarized statements setting forth certain financial information concerning the Guarantor Subsidiaries for the year ended December 31, 2006 (in thousands).

							NON-					AGI
	AGI			GUARANTORS			GUARANTOR		ELIMINATIONS			CONSOLIDATED
Revenue	$	5,476		$	509,082		$	—	$	—		$	514,558
Costs applicable to revenues	(13,466		)	(307,258		)	—		—			(320,724		)
Operating expenses	(18,962		)	(132,823		)	—		—			(151,785		)
Interest expense, net	(17,046		)	(7,547		)	—		—			(24,593		)
Income from investment in consolidated subsidiaries	46,755			—			—		(46,755		)	—
Other non operating income (expenses)	4,953			(5,872		)	—		—			(919		)
Income tax expense	(13,441		)	(8,827		)	—		—			(22,268		)
Net income (loss)	$	(5,731	)	$	46,755		$	—	$	(46,755	)	$	(5,731	)
Cash flows from operations	$	(30,540	)	$	77,645		$	—	$	—		$	47,105
Cash flows (used in) Investing activities	(2,978		)	(14,975		)	—		—			(17,953		)
Cash flows used in financing activities	19,706			(58,630		)	—		—			(38,924		)
Cash at beginning of year	26,421			(1,643		)	—		—			24,778
Cash at end of year	$	12,609		$	2,397		$	—	$	—		$	15,006

19.

SUBSEQUENT EVENT

On June 5, 2009, the Company entered into an amendment to its Senior Credit Facility pursuant to which the maturity date was extended from June 24, 2009 to March 31, 2010, the revolving credit portion of the facility was reduced by $10.0 million to $25.0 million, the outstanding term loan borrowings were repaid by $8.0 million, the financial covenants in effect through the extended maturity date were revised and the borrowing rate was increased to prime rate plus 7.0% or LIBOR plus 8.0% with a LIBOR floor of 2.75%.  As a condition to the amendment, the shareholder of the Company was required to arrange for the purchase of approximately $26.6 million in principal amount of the term portion of the Senior Credit Facility by new lenders, enhance the yield to such new lenders, purchase AGHI Notes held by one of such new lenders at a premium to the most recent market price, contribute $8.5 million in capital to the Company and guarantee two required principal payments on the term loans under the Senior Credit Facility, aggregating $15.0 million.  In consideration of such support, the Company entered into an option agreement with the shareholder of the ultimate parent of the Company pursuant to which the Company granted such shareholder or his assigns an option, exercisable on or before March 1, 2010, to purchase the Company’s Camping World subsidiary for $55.0 million, being the fair value of such subsidiary as determined by an appraisal of Houlihan Smith & Company, Inc. dated as of March 1, 2009.  The Company also agreed to pay the shareholder of the ultimate parent, upon successful refinancing of the Company’s secured debt, including the Senior Credit Facility, a success fee equal in amount to the fair value, as determined by an independent financial advisor of such credit support, taking into account the fair value of the option to purchase Camping World.   In the event the fair value of the Camping World purchase option exceeds the fair value of such credit support, the shareholder will pay the amount of such excess to the Company. Concurrent with the amendment to the Senior Credit Facility, the Company obtained a $9.7 million 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 carries an interest rate of 9.0% and matures on July 31, 2010. In addition, Company agreed to use its best efforts to secure an asset-based loan of at least $18.5 million secured by the inventory and receivables of its subsidiary, Camping World, Inc.

79

19.

SUBSEQUENT EVENT (continued)

(the “Camping World Financing”), the proceeds of which would be used to further reduce the amounts outstanding under the Senior Credit Facility.  The senior lenders agreed to subordinate their liens to such financing.  If a Camping World Financing has not been consummated by September 15, 2009, the borrowing rate on revolving credit loans, swing loans and terms loans increase to prime rate plus 9.0% or LIBOR plus 10.0%. In the event the Camping World purchase option is exercised and, subject to the consent of the lenders under the Senior Credit Facility, the sale of Camping World consummated, the Company would intend to use the net cash proceeds from the sale of Camping World to repay indebtedness outstanding under the Senior Credit Facility, as amended.  As of December 31, 2008, an aggregate of $137.0 million was outstanding under the term loans and $8.5 million was outstanding under the revolving credit facility of the Senior Credit Facility. The financial statements for Camping World are different from the segment reporting in Note 3 because the Camping World President’s Club and other related ancillary products are included as part of the membership services segment in the segment reporting. The following unaudited pro forma condensed consolidated balance sheet as of December 31, 2008 and December 31, 2007 and the statement of operations for the years ended December 31, 2008, 2007 and 2006 reflect the reclassification adjustments associated with the proposed disposal/sale of Camping World to the shareholder of the ultimate parent of the Company.  The pro forma adjustments related to the disposal are presented since the disposition did not meet the discontinued operations reporting requirements pursuant to SFAS Statement No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” (SFAS 144) as of December 31, 2008, but will meet such requirements in 2010 when the transaction is completed.  Since the transaction is a sale to an entity under common ownership with AGI such long-lived assets are considered disposed of when they are exchanged or distributed in accordance with SFAS 144.  The pro forma adjustments reflect the reclassification of assets and liabilities associated with Camping World to current assets and liabilities to be disposed of in accordance with SFAS 144 as if the reporting requirements had been met at December 31, 2008.  In addition, the historical operating results have also been reclassified to reflect discontinued operations. Corporate Expenses - The allocation to Camping World of expenses for certain Affinity Group, Inc. corporate functions historically provided to Camping World are done in accordance with Staff Accounting Bulletin No. 55, “Allocation of Expenses and Related Disclosures in Subsidiaries’ Financial Statements”, (“SAB 55”).  Such allocations were made on a specific identification basis to the extent possible and otherwise based on relative percentages, as compared to the Company’s other businesses, of headcount or other appropriate methods depending on the nature of each item of cost to be allocated. Interest Expense - The interest expense included in discontinued operations below reflects the interest allocated to Camping World based upon debt required to be repaid upon consummation of this transaction.

80

19.	SUBSEQUENT EVENT (continued)
	The unaudited pro forma balance sheet of AGI reclassifying Camping World as of December 31, 2008 to assets and liabilities of discontinued operations is as follows (in thousands except shares and par value):

				Reclassification of
	Historical			Camping World			Pro Forma
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	10,608		$	(842	)	$	9,766
Accounts receivable, less allowance for doubtbul accounts	40,191			(9,084		)	31,107
Inventories	57,137			(55,908		)	1,229
Prepaid expenses and other assets	13,545			(2,476		)	11,069
Assets of discontinued operations	—			110,964			110,964
Total current assets	121,481			42,654			164,135
PROPERTY AND EQUIPMENT, net	44,077			(34,022		)	10,055
NOTE FROM AFFILIATE	4,608			—			4,608
INTANGIBLE ASSETS, net	20,754			(3,391		)	17,363
GOODWILL	96,828			—			96,828
DEFERRED TAX ASSET, net	4,569			(4,569		)	—
OTHER ASSETS	2,035			(672		)	1,363
Total assets	$	294,352		$	—		$	294,352
LIABILITIES AND STOCKHOLDER’S DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	23,950		$	(19,383	)	$	4,567
Accrued interest	6,946			—			6,946
Accrued income taxes	1,165			372			1,537
Accrued liabilities	26,954			(10,864		)	16,090
Deferred revenues and gains	60,569			(7,254		)	53,315
Current portion of long-term debt	12,391			—			12,391
Liabilities of discontinued operations	—			59,536			59,536
Total current liabilities	131,975			22,407			154,382
DEFERRED REVENUES AND GAINS	35,855			(8,500		)	27,355
LONG-TERM DEBT, net of current portion	279,755			—			279,755
OTHER LONG-TERM LIABILITIES	33,281			(13,907		)	19,374
	480,866			—			480,866
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER’S DEFICIT :
Common stock, $.001 par value, 2,000 shares authorized, 2,000 shares issued and outstanding	1			—			1
Additional paid-in capital	81,005			—			81,005
Accumulated deficit	(257,183		)	—			(257,183		)
Accumulated other comprehensive income	(10,337		)	—			(10,337		)
Total stockholder’s deficit	(186,514		)	—			(186,514		)
Total liabilities and stockholder’s deficit	$	294,352		$	—		$	294,352

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19.	SUBSEQUENT EVENT (continued)
The unaudited pro forma balance sheet of AGI reclassifying Camping World as of December 31, 2007 to assets and liabilities of discontinued operations is as follows (in thousands except shares and par value):

				Reclassification of
	Historical			Camping World			Pro Forma
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	8,357		$	(3,315	)	$	5,042
Accounts receivable, net	33,330			(7,150		)	26,180
Inventories	64,209			(63,336		)	873
Prepaid expenses and other assets	14,430			(2,741		)	11,689
Assets of discontinued operations	—			246,472			246,472
Total current assets	120,326			169,930			290,256
PROPERTY AND EQUIPMENT, net	44,307			(35,232		)	9,075
INVESTMENT IN AFFILIATE	81,005			(81,005		)	—
NOTE FROM AFFILIATE	4,650			—			4,650
INTANGIBLE ASSETS, net	23,695			(4,484		)	19,211
GOODWILL	144,429			(47,601		)	96,828
DEFERRED TAX ASSET, net	1,220			(1,220		)	—
OTHER ASSETS	1,979			(388		)	1,591
Total assets	$	421,611		$	—		$	421,611
LIABILITIES AND STOCKHOLDER’S DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	27,171		$	(23,072	)	$	4,099
Accrued interest	6,700			—			6,700
Accrued income taxes	1,189			206			1,395
Accrued liabilities	36,069			(14,866		)	21,203
Deferred revenues and gains	65,855			(7,677		)	58,178
Current portion of long-term debt	4,406			—			4,406
Liabilities of discontinued operations	—			67,282			67,282
Total current liabilities	141,390			21,873			163,263
DEFERRED REVENUES AND GAINS	38,535			(8,952		)	29,583
LONG-TERM DEBT, net of current portion	282,767			—			282,767
OTHER LONG-TERM LIABILITIES	25,829			(12,921		)	12,908
	488,521			—			488,521
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER’S DEFICIT :
Common stock, $.001 par value, 2,000 shares authorized, 2,000 shares issued and outstanding	1			—			1
Additional paid-in capital	81,005			—			81,005
Accumulated deficit	(143,211		)	—			(143,211		)
Accumulated other comprehensive income	(4,705		)				(4,705		)
Total stockholder’s deficit	(66,910		)	—			(66,910		)
Total liabilities and stockholder’s deficit	$	421,611		$	—		$	421,611

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19.	SUBSEQUENT EVENT (continued)
Unaudited pro forma information relating to the operations of AGI reclassifying Camping World for the year ended December 31, 2008 to discontinued operations is as follows (in thousands):

	2008			Reclassification of			2008
	Historical			Camping World			Pro Forma
REVENUES:
Membership services	$	152,643		$	(18,013	)	$	134,630
Media	82,424			—			82,424
Retail	291,070			(291,070		)	—
	526,137			(309,083		)	217,054
COSTS APPLICABLE TO REVENUES:
Membership services	90,758			(3,792		)	86,966
Media	61,126			—			61,126
Retail	170,911			(170,911		)	—
	322,795			(174,703		)	148,092
GROSS PROFIT	203,342			(134,380		)	68,962
OPERATING EXPENSES:
Selling, general and administrative	142,757			(123,812		)	18,945
Impairment of goodwill	47,601			(47,601		)	—
Impairment of long-lived assets	81,005			(81,005		)	—
Depreciation and amortization	19,798			(8,565		)	11,233
	291,161			(260,983		)	30,178
(LOSS) INCOME FROM OPERATIONS	(87,819		)	126,603			38,784
NON-OPERATING ITEMS:
Interest income	579			(29		)	550
Interest expense	(24,228		)	4,097			(20,131		)
Loss on derivative instrument	(2,394		)	—			(2,394		)
Other non-operating items	(323		)	321			(2		)
	(26,366		)	4,389			(21,977		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND DISCONTINUED OPERATIONS	(114,185		)	130,992			16,807
INCOME TAX benefit (EXPENSE)	2,213			(2,530		)	(317		)
(LOSS) INCOME FROM CONTINUING OPERATIONS	(111,972		)	128,462			16,490
DISCONTINUED OPERATIONS
Loss from operations of discontinued Camping World, Inc.	—			(130,992		)	(130,992		)
Income tax benefit	—			2,530			2,530
Loss on discontinued operations	—			(128,462		)	(128,462		)
NET LOSS	$	(111,972	)	$	—		$	(111,972	)

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19.	SUBSEQUENT EVENT (continued)
Unaudited pro forma information relating the operations of AGI reclassifying Camping World for the year ended December 31, 2007 to discontinued operations is as follows (in thousands):

	2007			Reclassification of			2007
	Historical			Camping World			Pro Forma
REVENUES:
Membership services	$	149,937		$	(18,215	)	$	131,722
Media	90,537			—			90,537
Retail	321,730			(321,730		)	—
	562,204			(339,945		)	222,259
COSTS APPLICABLE TO REVENUES:
Membership services	94,840			(4,029		)	90,811
Media	62,258			—			62,258
Retail	194,940			(194,940		)	—
	352,038			(198,969		)	153,069
GROSS PROFIT	210,166			(140,976		)	69,190
OPERATING EXPENSES:
Selling, general and administrative	145,556			(123,246		)	22,310
Depreciation and amortization	18,948			(7,754		)	11,194
	164,504			(131,000		)	33,504
INCOME FROM OPERATIONS	45,662			(9,976		)	35,686
NON-OPERATING ITEMS:
Interest income	592			(84		)	508
Interest expense	(24,819		)	4,503			(20,316		)
Debt extinguishment expense	(775		)	—			(775		)
Other non-operating items	(149		)	216			67
	(25,151		)	4,635			(20,516		)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND DISCONTINUED OPERATIONS	20,511			(5,341		)	15,170
INCOME TAX EXPENSE	(1,583		)	1,258			(325		)
INCOME FROM CONTINUING OPERATIONS	18,928			(4,083		)	14,845
DISCONTINUED OPERATIONS
Income from operations of discontinued Camping World, Inc.	—			5,341			5,341
Income tax expense	—			(1,258		)	(1,258		)
Income from discontinued operations	—			4,083			4,083
NET INCOME	$	18,928		$	—		$	18,928

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19.	SUBSEQUENT EVENT (continued)
Unaudited pro forma information relating the operations of AGI reclassifying Camping World for the year ended December 31, 2006 to discontinued operations is as follows (in thousands):

	2006			Reclassification of			2006
	Historical			Camping World			Pro Forma
REVENUES:
Membership services	$	137,394		$	(15,520	)	$	121,874
Media	86,742			—			86,742
Retail	290,422			(290 ,422		)	—
	514,558			(305,942		)	208,616
COSTS APPLICABLE TO REVENUES:
Membership services	87,407			(4,015		)	83,392
Media	58,302			—			58,302
Retail	175,015			(175,015		)	—
	320,724			(179,030		)	141,694
GROSS PROFIT	193,834			(126,912		)	66,922
OPERATING EXPENSES:
Selling, general and administrative	133,129			(112,454		)	20,675
Restructuring charge	93			—			93
Depreciation and amortization	18,656			(8,217		)	10,439
	151,878			(120,671		)	31,207
INCOME FROM OPERATIONS	41,956			(6,241		)	35,715
NON-OPERATING ITEMS:
Interest income	1,115			(6		)	1,109
Interest expense	(25,708		)	4,318			(21,390		)
Debt extinguishment expense	(835		)	—			(835		)
Other non-operating items	9			624			633
	(25,419		)	4,936			(20,483		)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND DISCONTINUED OPERATIONS	16,537			(1,305		)	15,232
INCOME TAX EXPENSE	(22,268		)	(238		)	(22,506		)
LOSS FROM CONTINUING OPERATIONS	(5,731		)	(1,543		)	(7,274		)
DISCONTINUED OPERATIONS
Loss from operations of discontinued Camping World, Inc.	—			1,305			1,305
Income tax benefit	—			238			238
Loss on discontinued operations	—			1,543			1,543
NET LOSS	$	(5,731	)	$	—		$	(5,731	)

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ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

ITEM 9A: CONTROLS AND PROCEDURES

Within 90 days prior to the filing of this Annual Report on Form 10-K, we carried out an evaluation, under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Senior Vice President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report.  Based upon that evaluation, our President and Chief Executive Officer, along with our Senior Vice President and Chief Financial Officer, concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to our Company (including our consolidated subsidiaries) required to be included in our periodic SEC filings.  No changes have occurred during the period covered by this report or since the evaluation date that would have a material effect on the disclosure controls and procedures.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States. However, all internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and reporting.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Based on our assessment, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2008, based on those criteria.

This annual report does not include an audit report of the company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to audit by the company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

ITEM 9B: OTHER INFORMATION

None

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PART III

ITEM 10:  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our executive officers and directors are as follows:

Name	Age	Position
Michael A. Schneider	54	President, Chief Executive Officer and Director
Marcus Lemonis	35	Chief Executive Officer and President of Camping World, Inc.
Thomas F. Wolfe	47	Senior Vice President and Chief Financial Officer
Laura A. James	52	Senior Vice President/ Human Resources
Joseph Daquino	49	Senior Vice President, Membership Clubs President
John A. Sirpilla	42	President of Retail Operations of Camping World, Inc.
Brent Moody	47	Senior Vice President/ Business Development and General Counsel of Camping World, Inc.
Prabhuling Patel	62	Senior Vice President, Products and Services
Stephen Adams	71	Chairman of the Board of Directors
Andris A. Baltins	63	Director
David Frith-Smith	63	Director
J. Kevin Gleason	57	Director
George Pransky	68	Director
Townsend C. Smith	49	Director

Michael A. Schneider became our President and Chief Executive Officer as of January 1, 2004.  Prior to that time, Mr. Schneider had been our Chief Operating Officer since 1996.  Prior thereto, Mr. Schneider served as our Senior Vice President and General Counsel since January 1993 and was responsible for administrative areas, development of new corporate ventures and portions of the RV publication business and the advertising and sales departments.  Prior to January 1993 and since 1977, Mr. Schneider has held a variety of senior management positions in our publication business.  Mr. Schneider joined the Board of Directors in 2004.  Mr. Schneider also serves as a director of Adams Outdoor Advertising Inc. (“AOA”), which operates an outdoor media advertising business thought its subsidiaries, and Affinity Bank, a national bank owned by Affinity Bank Holdings, Inc. (“ABH”).  Mr. Adams owns a controlling interest in both AOA and ABH.

Marcus A. Lemonis was appointed President and Chief Executive Officer of Camping World, Inc. (“Camping World”) effective September 13, 2006.  Mr. Lemonis also currently serves and, since 2003, has served as Chief Executive Officer and President of FreedomRoads Holding Company LLC and its subsidiaries (“FreedomRoads”).  FreedomRoads operates RV dealerships across the United States and is controlled by Mr. Adams.  From 2001 to 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 Senior Vice President and Chief Financial Officer as of 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.  Prior to 1989, and

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since 1983, Mr. Wolfe held a variety of staff and management positions at Deloitte & Touche LLP.

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.

Joe Daquino became our Senior Vice President and Membership Clubs President of AGI 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.

Brent 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 2004-2006.  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.

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 & 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 AOA.  Mr. Adams is also the Chairman and 95% owner of ABH, which operates through its subsidiary, a national bank.

Andris A. Baltins has been a member of the law firm of Kaplan, Strangis and Kaplan, P.A. since 1979.  Mr. Baltins is a member of the board of Polaris Industries Inc., a manufacturer of

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snowmobiles, all-terrain vehicles, motorcycles and related products, and serves as the Chair of its Corporate Governance and Nominating Committee and is also a member of its Compensation Committee.  He also serves as a director of various private and non-profit corporations.  Mr. Baltins joined the Board of Directors in February 2006.  Mr. Baltins’ law firm provides legal services to the Company and its subsidiaries.  Mr. Baltins also serves as a director of FreedomRoads and of AOA, both of which are controlled by Stephen Adams.

David Frith-Smith has served as managing partner of Biller, Frith-Smith & Archibald, Certified Public Accountants since 1988.  Mr. Frith-Smith was a principal with Maidy Biller Frith-Smith & Brenner, Certified Public Accountants from 1984 to 1988, and with Maidy and Lederman, Certified Public Accountants from 1980 to 1984.  Mr. Frith-Smith has been a member of our Board of Directors since November 1996.  Mr. Frith-Smith is also a director of AOA and ABH, both of which are controlled by Stephen Adams, and various private and non-profit corporations.

J. Kevin Gleason has served as the Chief Executive Officer and President of AOA, an entity controlled by Mr. Adams, since 1991.  Prior to that time, Mr. Gleason was Executive Vice President and General Manager of AOA since 1987.  Mr. Gleason served as General Manager of Naegele Outdoor Advertising of Southern California from 1985 to 1987.  He has served as vice chair marketing, and Chairman of the Outdoor Advertising Association of America as well as a board member of the Traffic Audit Bureau.  Mr. Gleason joined the Board of Directors in October 2005.

George Pransky, Ph.D. has been in private practice as co-director of Pransky and Associates in La Conner, Washington since 1988.  He is a frequent consultant for government and private agencies and has been a contract faculty member for a number of educational institutions, including the University of Washington, the University of Oregon and Antioch College.  Dr. Pransky has trained management groups in team building, stress elimination and leadership development for twenty-five years.  Dr. Pransky joined the Board of Directors in February 2006 and he also serves as a director of AOA.

Townsend C. Smith is a Managing Director and Market Manager of the JP Morgan Private Bank.  Prior to joining JP Morgan in 1992, Mr. Smith was an Investment Banker at Kidder, Peabody & Co. from 1987 to 1992, and a Corporate Lending Officer at Manufactures Hanover Trust Company from 1981 to 1985.  JP Morgan has provided banking services to the Company. Mr. Smith joined the Board of Directors in March 2008.  He also serves as a director of AOA and various other private and non-profit organizations.

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.

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 recognizes Mr. Frith-Smith as an “Audit

89

Committee Financial Expert” as such term has been defined by the Securities and Exchange Commission.  Mr. Frith-Smith is not an independent director.

Code of Professional Conduct

We have adopted a Code of Professional Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer and all other employees.  This Code of Professional Conduct is posted on our website at www.affinitygroup.com and may be found as follows:

·From our main web page, first click on “About AGI,”

·Then, click on “Code of Conduct.”

The Company intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from a provision of, this Code of Professional Conduct by posting such information at the address and location specified above under the heading “Waivers.”

Section 16(a) Beneficial Ownership Reporting Compliance

The Company is a voluntary filer pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Act”) and does not have a class of equity securities registered pursuant to Section 12 of the Act.  Accordingly, our officers, directors and 10% or greater holders of our securities are not currently required to file reports pursuant to Section 16(a) of the Act.

ITEM 11:  EXECUTIVE COMPENSATION

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 section is intended to provide a framework within which to understand the actual compensation awarded to, earned or held by each Executive Officer during 2008, 2007 and 2006 as reported in the compensation tables and accompanying narrative sections appearing on pages 97 to 106 of this annual report on Form 10-K.

In connection with our joint marketing agreement with FreedomRoads, some of our officers also perform services for FreedomRoads.  Messrs. Moody and Sirpilla, 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, and currently is, President and Chief Executive Officer of FreedomRoads before the joint marketing agreement was implemented 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.

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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 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.  Accordingly, base salary comprises only 15-20% of the total compensation opportunity for the President and Chief Executive Officer of the Company, Mr. Schneider, and 60-70% of the total compensation opportunity for the other Executive Officers excluding Mr. Sirpilla who is paid only a base salary.  The remaining balance of each Executive Officer’s total compensation opportunity is dependent upon short-term and long-term increases in Company financial performance and operating profit.

The base salary and annual incentive awards are designed to reward Executive Officers for annual achievements, both individually and as a Company.  The phantom stock agreements are designed to drive long-term Company performance and value, and to retain the Executive Officer.

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 are based on performance over a multiple-year period, provide Executive Officers with an incentive to stay with the Company.

Determining Compensation

The Company relies upon its own judgment in designing the compensation opportunities provided to the Executive Officers.  Messrs. Schneider and Lemonis make 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.  The Chairman of the Board of Directors makes the final decision regarding the amount of base salary and annual incentive award opportunity provided to Mr. Schneider and the phantom stock agreement opportunities for all of the Executive Officers.  The Chairman of the Board of Directors also provides Mr. Schneider and Mr. Lemonis with parameters regarding the compensation opportunities to be provided to the remaining Executive Officers.  Mr. Schneider ultimately determines the amount of compensation opportunities provided to Messrs. Wolfe, Patel and Daquino within the scope of authority provided by the Chairman of the Board of Directors.  In addition, Mr. Lemonis ultimately determines the amount of compensation opportunities provided to Mr. Sirpilla 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

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thereof) provided to each Executive Officer.  Generally, the Company attempts to achieve its goal of driving performance by making a significant portion, 80-85% of the total compensation opportunity provided to Mr. Schneider, and 30-40% of the total compensation opportunity provided to each of the other Executive Officers, excluding Mr. Sirpilla, 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, is tied to Company performance because he is the leader of his respective business operations and thus is in a more unique position to influence the performance 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.

The Company, which is a wholly-owned subsidiary of Affinity Group Holding, Inc. (“AGHI”), 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 are intended to provide 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 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.  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, Daquino and Patel, but no increase for Mr. Schneider.

The amount of base salary paid to each of the Executive Officers for 2008, 2007 and 2006 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 its Executive Officers and other employees.

2008 — Non-Equity Incentive Awards:

For 2008, Messrs. Schneider and Wolfe received their annual incentive awards 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 award for Messrs. Schneider and Wolfe was 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 “2008 Value”).  The 2008 Value was $44.7 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 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 this final measurement in order that the aggregate amount of incentive award paid correlates with his assigned percentage of actual

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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.  These amounts are reflected in the Non-Equity Incentive Compensation column of the Summary Compensation table.

For 2008, Messrs. Patel and Daquino participated in discretionary annual incentive award programs.  Messrs. Patel’s and Daquino’s annual incentive awards were based on the performance of specific subsidiaries and programs of the Company as determined by Mr. Schneider.  The amount of annual incentive award for Mr. Patel was $121,125 for 2008 and was paid in the first quarter of 2009.  The amount of annual incentive award for Mr. Daquino was $89,791 for 2008 and was paid in the first quarter of 2009.  These amounts are reflected in the Bonus column of the Summary Compensation table.

2007 — Non-Equity Incentive Awards:

For 2007, Messrs. Schneider and Wolfe received their annual incentive awards 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 award for Messrs. Schneider and Wolfe was 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 “2007 Value”).  The 2007 Value was $48.2 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 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 this final measurement in order that the aggregate amount of incentive award paid correlates with 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.  These amounts are reflected in the Non-Equity Incentive Compensation column of the Summary Compensation table.

For 2007, Messrs. Patel and Daquino participated in discretionary annual incentive award programs.  Messrs. Patel’s and Daquino’s annual incentive award was based on the performance of specific subsidiaries and programs of the Company as determined by Mr. Schneider.  The amount of annual incentive award for Mr. Patel was $132,350 for 2007 and paid in the first quarter of 2008. The amount of annual incentive award for Mr. Daquino was $125,074 for 2007 and paid in the first quarter of 2008.  These amounts are reflected in the Bonus column of the Summary Compensation table.

2006 — Non-Equity Incentive Awards:

For 2006, Messrs. Schneider and Wolfe received their annual incentive awards 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 award for Messrs. Schneider and Wolfe was based on 1.0% and 0.2%, respectively, of the Company’s income from operations in excess of $2.8 million, excluding depreciation, amortization, phantom stock expense and other non-recurring expenses (specifically, debt extinguishment expense of $835,000 and

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reorganization expense of $93,000 in 2006) (“2006 Value”).  The 2006 Value was $59 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 incentive award is made following the end of the fiscal year.  These amounts are reflected in the Non-Equity Incentive Compensation column of the Summary Compensation table.

For 2006, Messrs. Patel and Daquino participated in discretionary annual incentive award programs.  Mr. Patel’s and Daquino’s annual incentive award was based on the performance of specific subsidiaries and programs of the Company as determined by Mr. Schneider.  The amount of annual incentive award for Mr. Patel was $108,250 for 2006 and paid in the first quarter of 2007.  The amount of annual incentive award for Mr. Daquino was $123,393 for 2006 and paid in the first quarter of 2007. These amounts are reflected in the Bonus column of the Summary Compensation table.

Long-Term Compensation/Phantom Stock Agreements

The Company has entered into phantom stock agreements with each of the Executive Officers.  In general, payouts under the phantom stock agreements are based upon increases in the base value of certain business units measured over a multiple-year period.  The amount earned over the measurement period is 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 2008, 2007 and 2006 for each Executive Officer is included in the Stock Awards column of the Summary Compensation Table below.

Messrs. Schneider, Wolfe and Patel:  Messrs. Schneider, Wolfe and Patel have each entered into phantom stock agreements with the Company in 2004.  The agreements for Messrs. Schneider and Wolfe are dated January 1, 2004, and the agreement for Mr. Patel is dated April 1, 2004 pursuant to which Mr. Schneider will receive 2.50%, Mr. Wolfe will receive 0.33% and Mr. Patel will receive 0.10% of the increase in Company value as measured over the period beginning as per their respective agreements and ending December 31, 2006.  The phantom stock payout under the 2004 agreements will be paid in three equal annual installments of $826,637, $109,116 and $35,660 for Messrs. Schneider, Wolfe and Patel, respectively, the first of which was distributed during the second quarter of 2007.

Messrs. Schneider, Wolfe, Patel and Daquino:  Messrs. Schneider, Wolfe, Patel, and Daquino have also each entered into phantom stock agreements with the Company in 2007.  The agreements for Messrs. Schneider, Wolfe, Patel and Daquino are dated January 1, 2007, pursuant to which Mr. Schneider will receive 5.0%, Mr. Wolfe will receive 0.66%, Mr. Patel will receive 0.25%, and Mr. Daquino will receive 0.40% of the increase in Company value as measured over the period beginning as per their respective agreements and ending December 31, 2009.  The phantom stock payout under the 2009 agreements, if any, will be paid in three equal annual installments starting in 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

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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

Affinity Group, Inc.

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 401(k) Plan.  Employees who have completed one year of service (minimum of 1,000 hours) are 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 vests 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).  Employer Matching Contributions for all Affinity employees totaled $521,115 in 2008.  The amounts of 401(k) Plan matching contributions by the Company during 2008 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 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 is 50% up to the first 6% of eligible compensation.  Company matching contributions follow 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.  Employer Matching Contributions for all Affinity employees totaled $403,839.  The amounts of 401(k) Plan matching contributions by the Company during 2008 are reflected in the All Other Compensation column of the Summary Compensation Table below.

KEYSOP

Effective January 1999, the Company participates in AGHC’s KEYSOP, a non-qualified deferred compensation plan administered through RABBI trusts, for key employees of the Company and its subsidiaries.  Mr. Sirpilla and Daquino 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.

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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 are not provided medical and dental benefits upon retirement.

Perquisites

The Company provides its Executive Officers with very limited perquisites, 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 receives an annual car allowance of approximately $26,000.  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.

Phantom Stock 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 each of the Executive Officers.  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.  The terms of the phantom stock agreements for Messrs. Schneider, Wolfe, and Patel end on December 31, 2009.

Compensation Committee Report

Our securities are not listed on a national securities exchange and we are not required to maintain a separate compensation committee of the Board of Directors.  The full Board of Directors functions as the Compensation Committee.  The Board of Directors has reviewed the Compensation Discussion and Analysis and discussed that analysis with management.  Based on its review and discussions with management, the Board of Directors has determined that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K.

Stephen Adams

Andris A. Baltins

David Frith-Smith

J. Kevin Gleason

George Pransky

Townsend C. Smith

Michael A. Schneider

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Summary Compensation Table

The following table shows, for the fiscal years completed December 31, 2008, 2007 and 2006, 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, 2008 (collectively, the “Executive Officers”).

										Change in
										Pension
										Value and
								Non-Equity		Non-qualified
								Incentive		Deferred			All
						Stock		Plan		Compensation			Other
		Salary		Bonus		Awards		Compensation		Earnings			Compensation		Total
Name and Principal Position	Year	($)		($)		($)(1)		($)		($)(2)			($)(3)		($)
(a)	(b)	(c)		(d)		(e)		(f)		(g)			(h)		(i)
Michael A. Schneider	2008	$	100,000	$	—	$	—	$	447,000	$	31,106		$	7,634	$	585,740
President, Chief	2007	100,000		—		236,167		481,850		248,070			11,608		1,077,695
Executive Officer	2006	100,000		—		936,011		590,050		519,133			8,587		2,153,781
John Sirpilla	2008	440,000		—		—		—		—			29,778		469,778
President Retail
Operations of Camping
World, Inc.
Prabhuling Patel	2008	184,577		121,125		—		—		(9,306		)	6,677		303,073
Senior Vice President	2007	179,808		132,350		11,808		—		19,309			4,133		347,408
	2006	175,000		108,250		40,155		—		13,989			4,000		341,394
Thomas F. Wolfe	2008	191,000		—		—		111,750		(13,067		)	4,870		294,553
Senior Vice President	2007	190,769		—		31,174		120,463		23,284			8,857		374,547
Chief Financial Officer	2006	185,000		—		122,985		118,010		41,080			8,673		475,748
Joseph Daquino	2008	185,000		89,791		—		—		—			5,770		280,561
Senior Vice President,	2007	184,175		125,074		—		—		—			7,180		316,429
President Affinity	2006	163,000		123,393		—		—		—			6,790		293,183
Membership Clubs

(1)Includes dollar amounts recognized for financial statement reporting purposes for the fiscal year ended December 31, 2008, 2007 and 2006 pursuant to the phantom stock agreements and thus may include awards granted in and prior to 2008.  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 2008, 2007 and 2006 (including earnings that are at or below market).  Messrs. Sirpilla and Daquino elected not to participate in the KEYSOP.  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.

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(3)Includes $5,600, $3,650, $5,640, $4,600 and $5,500 for 2008 and $8,857, $0, $4,133, $8,857 and $6,889 for 2007, and $8,587, $0, $0, $8,673 and $6,520 for 2006, of Company matching contributions under the 401(k) Plan for Messrs. Schneider, Sirpilla, Patel, Wolfe and Daquino, respectively.  In addition, includes $2,034 and $173 for 2008 and $2,751 and $0 for 2007, and $0 and $0 for 2006, of Company-paid life insurance premiums for Mr. Schneider and Mr. Sirpilla, respectively.  Also includes $25,955 for automobile allowance for Mr. Sirpilla for 2008.

Grants of Plan-Based Awards in 2008

AGI, which is a wholly-owned subsidiary of AGHI, 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 the 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.

The following table reflects the actual payout to Messrs. Schneider and Wolfe pursuant to the annual incentive award program based on Company performance in 2008, 2007 and 2006, a portion of which were paid the year earned with the remainder paid the following year.  As noted in footnote 1 to the following table, the annual incentive awards paid to Messrs. Sirpilla, Patel and Daquino for 2008, 2007 and 2006 were discretionary and thus are not reflected in this table.

Name	Year	Estimated Future Payouts Under Non- Equity Incentive Plan Awards Target ($)(1)
Michael A. Schneider	2008	$	447,000
President, Chief Executive Officer	2007	481,350
	2006	590,050
John Sirpilla	2008	—
President Retail Operations of Camping World, Inc.	2007	—
	2006	—
Prabhuling Patel	2008	—
Senior Vice President	2007	—
	2006	—
Thomas F. Wolfe	2008	111,750
Senior Vice President	2007	120,463
Chief Financial Officer	2006	118,010
Joseph Daquino	2008	—
Senior Vice President	2007	—
	2006	—

(1)Represents award under the Company’s annual incentive award program.  The amounts in column (d) reflect the actual payout to each of Messrs. Schneider and Wolfe under the annual incentive award program based upon Company performance in 2008, 2007 and 2006, a portion of which was paid in the year earned with the remainder paid the following year.  These amounts are also reflected in column (f) of the Summary

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Compensation Table for each Executive Officer, as applicable.  The annual incentive award program does not include threshold or maximum target amounts.  The annual incentive awards paid to Messrs. Patel and Daquino for 2008, 2007 and 2006 performance were discretionary and thus are not included in the foregoing table.  Mr. Sirpilla did not receive an annual incentive award.  The terms of the Company’s annual incentive award program for 2008, 2007 and 2006 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 2008 Fiscal Year-End

AGI, which is a wholly-owned subsidiary of AGHI, 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 the 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 prior awards to the Executive Officers pursuant to phantom stock agreements entered into before January 1, 2007 were earned or vested as of December 31, 2007.

Option Exercises and Stock Vested in 2008

The following table gives information concerning the vesting of the Executive Officers’ interests under phantom stock agreements during 2008, 2007 and 2006.  The Company, which is a wholly-owned subsidiary of AGHI, does not grant option awards to the Executive Officers.

		Stock Awards
		Value of Options			Value Realized
		upon Vesting			on Vesting
Name	Year	(1)			($)
Michael A. Schneider	2008	$	—		$	—
President, Chief Executive Officer	2007	236,167		(2)	236,167		(7)
	2006	936,011		(3)	936,011		(6)
John Sirpilla	2008	—		(4)	—
President Retail Operations of Camping World, Inc.
Prabhuling Patel	2008	—			—
Senior Vice President	2007	11,808		(2)	11,808		(7)
	2006	40,155		(3)	40,155		(6)
Thomas F. Wolfe	2008	—			—
Senior Vice President	2007	31,174		(2)	31,174		(7)
Chief Financial Officer	2006	122,985		(3)	122,985		(6)
Joseph Daquino	2008	—		(5)	—
Senior Vice President	2007	—			—
	2006	—			—

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(1)The Executive Officers’ interests under the phantom stock agreements 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.  The amounts set forth in this column reflect the dollar amount of that percentage interest, as calculated upon vesting.

(2)Represents the dollar value of Messrs. Schneider’s, Patel’s and Wolfe’s percentage increase in the value during 2008 and 2007 pursuant to their respective phantom stock agreements dated January 1, 2007, as described in more detail under the section entitled, “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Compensation/Phantom Stock Agreements” above.  As described in that section, this amount, if any, will be paid out in three equal annual installments, the first of which will be distributed during the second quarter of 2010.

(3)Represents the dollar value of Messrs. Schneider’s, Wolfe’s and Patel’s percentage increase in the value during 2006 pursuant to their respective phantom stock agreements dated January 1, 2004, as described in more detail under the section entitled, “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Compensation/Phantom Stock Agreements” above.  As described in that section, this amount will be paid out in three equal annual installments, the first of which was distributed during the second quarter of 2007.

(4)Mr. Sirpilla did not earn any interests under the phantom stock agreements during 2008, 2007 or 2006 and is not party to a phantom stock agreement.

(5)Mr. Daquino did not earn any interest under the phantom stock agreements until January 1, 2007.  This amount will be paid, if any, in three equal annual installments, the first of which will be distributed during the second quarter of 2010.

(6)As described in more detail under the section entitled, “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Compensation/Phantom Stock Agreements,” this amount will be paid out in three equal annual installments, the first of which was distributed during the second quarter of 2007.

(7)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 2007 under the agreements entered into on January 1, 2007 with a determination date of December 31, 2009.

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Nonqualified Deferred Compensation in Fiscal 2008

The following table sets forth information regarding the Executive Officers’ participation in the KEYSOP.

		Executive	Registrant	Aggregate			Aggregate		Aggregate
		Contribution	Contributions	Earnings			Withdrawals/		Balance
		In Last FY	in Last FY	in Last FY			Distributions		at Last FYE
Name		($)	($)	($)			($)		($)
(a)	Year	(b)	(c)	(d)			(e)		(f)
Michael A. Schneider	2008	—	—	$	31,106		$	2,262,704	—
President, Chief Executive	2007	—	—	248,070			2,816,304		2,231,598
Officer	2006	—	—	519,133			—		4,799,832
John Sirpilla	2008	—	—	—			—		—
President Retail Operations of	2007	—	—	—			—		—
Camping World, Inc. (1)	2006	—	—	—			—		—
Prabhuling Patel	2008	—	—	(9,306		)	233,417		—
Senior Vice President	2007	102,722	—	19,309			—		242,723
	2006	106,703	—	13,989			—		120,692
Thomas F. Wolfe	2008	—	—	(13,067		)	265,979
Senior Vice President	2007	—	—	23,284			—		279,046
Chief Financial Officer	2006	—	—	41,080			—		255,762
Joseph Daquino	2008	—	—	—			—		—
Senior Vice President (1)	2007	—	—	—			—		—
	2006	—	—	—			—		—

(1)Messrs. Sirpilla and Daquino elected not to participate in the KEYSOP.

Key employees of the Company, including the Executive Officers, are 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.

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

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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, 2008.  The total amounts set forth in the table below 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. Sirpilla		Mr. Patel			Mr. Wolfe			Mr. Daquino
Basic Compensation	$	915,173	(2)	—	(3)	$	203,801	(4)	$	302,750	(5)	$	274,791	(6)
Accrued and unpaid annual incentive award (1)	14,308			—		121,125			2,677			89,791
Total	$	929,481		—		$	324,926		$	305,427		$	364,582

(1)Represents an amount equal to each Executive Officer’s accrued but unpaid annual incentive award as of December 31, 2008.

(2)Represents an amount equal to Mr. Schneider’s base salary and annual incentive award as of December 31, 2008, divided by 52 weeks, times 87 weeks.   As of December 31, 2008, Mr. Schneider had been employed with the Company for 31 years.  The annual base salary and annual incentive award in effect for Mr. Schneider as of December 31, 2008 is reflected in the Salary column and Non-Equity Incentive Plan Compensation column, respectively, of the Summary Compensation Table above.

(3)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.

(4)Represents an amount equal to eight months of base salary and annual incentive award for Mr. Patel as of December 31, 2008.  The annual base salary and annual incentive award in affect as of December 31, 2008 is reflected in the Salary column and Bonus column, respectively, of the Summary Compensation Table above.

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(5)Represents an amount equal to one full year of the base salary and annual incentive award to Mr. Wolfe as of December 31, 2008.  The annual base salary and annual incentive award in effect as of December 31, 2008 is reflected in the Salary column and the Non-Equity Incentive Plan Compensation column, respectively, of the Summary Compensation Table above.

(6)Represents an amount equal to one full year of the base salary and annual incentive award to Mr. Daquino as of December 31, 2008.  The annual base salary and annual incentive award in effect as of December 31, 2008 is reflected in the Salary column and the Non-Equity Incentive Plan Compensation column, respectively, of the Summary Compensation Table above.

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, AGHI (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

·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 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, 2008.  The amounts of basic

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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. Sirpilla		Mr. Patel			Mr. Wolfe			Mr. Daquino
Basic Compensation (base salary and annual incentive award)	$	915,173	(3)	—	(4)	$	203,801	(6)	$	302,750	(5)	$	274,791	(7)
Accrued and unpaid annual incentive award (1)	14,380			—		121,125			2,677			89,791
Life and Health Insurance Benefits (2)	58,784			—		37,915			50,189			37,728
Total	$	988,337		—		$	362,841		$	355,616		$	402,310

(1)Represents an amount equal to each Executive Officer’s accrued but unpaid annual incentive award as of December 31, 2008.

(2)Represents the value of health benefits for a three year period following termination based on a monthly premium of $1,394 for Messrs. Schneider and Wolfe, $1,053 for Mr. Patel, and $1,048 for Mr. Daquino.  In the case of Mr. Schneider, also includes the value of life insurance benefits for a period of three years following termination based on a monthly premium of $239.

(3)Represents an amount equal to Mr. Schneider’s base salary and annual incentive award as of December 31, 2008, divided by 52 weeks, times 87 weeks.  The annual base salary and annual incentive award in effect for Mr. Schneider as of December 31, 2008 is reflected in the Salary column and 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 one full year of the base salary and annual incentive award of Mr. Wolfe as of December 31, 2008.  The annual base salary and annual incentive award in effect as of December 31, 2008 is reflected in the Salary column and the Non-Equity Incentive Plan Compensation column, respectively, of the Summary Compensation Table above.

(6)Represents an amount equal to eight months of base salary and annual incentive award for Mr. Patel as of December 31, 2008.  The annual base salary and annual incentive award in affect as of December 31, 2008 is reflected in the salary column, respectively, of the Summary Compensation Table.

(7)Represents an amount equal to one full year of the base salary and annual incentive award of Mr. Daquino as of December 31, 2008.  The annual base salary and annual incentive award in effect as of December 31, 2008 is reflected in the Salary column and the Non-Equity Incentive Plan Compensation column, respectively, of the Summary Compensation Table above.

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Non-Competition and Non-Solicitation Agreements: The phantom stock agreement entered into by each Executive Officer includes an eighteen month covenant not to compete and a one year non-solicitation clause.

Employment Terms of Phantom Stock Agreements: In addition to establishing the parameters for phantom stock incentive awards (as described under the section entitled “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Compensation/Phantom Stock Agreements”) and the severance payments described above, the phantom stock agreements set forth the terms of employment for each Executive Officer as follows:

·Mr. Schneider:  Mr. Schneider’s phantom stock agreement, dated January 1, 2007, provides that he will be employed as the President and Chief Executive Officer of the Company.  Mr. Schneider is entitled to receive a base salary and annual incentive award in accordance with such practices and procedures as are generally applicable to other employees.  The term of the phantom stock agreement expires on December 31, 2009.

·Mr. Wolfe:  Mr. Wolfe’s phantom stock agreement, dated January 1, 2007, provides that he will be employed as the Senior Vice President and Chief Financial Officer of the Company.  Mr. Wolfe is entitled to receive a base salary and annual incentive award in accordance with such practices and procedures as are generally applicable to other employees.  The term of the phantom stock agreement expires on December 31, 2009.

·Mr. Patel:  Mr. Patel’s phantom stock agreement, dated January 1, 2007, provides that he will be employed as the Senior Vice President of the Company.  Mr. Patel is entitled to receive a base salary and annual incentive award in accordance with such practices and procedures as are generally applicable to other employees.  The term of the phantom stock agreement expires on December 31, 2009.

·Mr. Daquino:  Mr. Daquino’s phantom stock agreement, dated January 1, 2007, provides that he will be employed as the Senior Vice President of the Company.  Mr. Daquino is entitled to receive a base salary and annual incentive award in accordance with such practices and procedures as are generally applicable to other employees.  The term of the phantom stock agreement expires on December 31, 2009.

Each of the Executive Officer’s phantom stock agreement also provides that he (i) will be eligible to receive such benefits as are provided by the Company from time to time to similarly situated employees and (ii) will be eligible to participate in any future bonus programs adopted by the Company.  An Executive Officer may terminate his employment upon two-weeks’ notice.  The Company may terminate the employment of an Executive Officer at any time upon written notice, effective immediately.

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Director Compensation in 2008

The Company pays its non-management directors a monthly director’s fee of $1,800 per month.  The Company does not compensate Messrs. Adams or Schneider for their service on the Board of Directors.  The Company does not provide any other compensation or benefits to the members of its Board of Directors.  During 2008, the following fees were earned or paid in cash to the respective director:

Name		Fees Earned or Paid in Cash ($ )		Total ($ )
(a)	Year	(b)		(h)
Andris A. Baltins(1)	2008	$	21,600	$	21,600
	2007	21,600		21,600
	2006	18,000		18,000
David Frith-Smith	2008	21,600		21,600
	2007	21,600		21,600
	2006	21,600		21,600
J. Kevin Gleason(2)	2008	21,600		21,600
	2007	21,600		21,600
	2006	21,600		21,600
George Pransky(1)	2008	21,600		21,600
	2007	21,600		21,600
	2006	18,000		18,000
Townsend C. Smith(3)	2008	18,000		18,000

(1)Messrs. Baltins and Pransky were elected to the Board of Directors in February 2006.

(2)In addition to the amount set forth in this table, Mr. Gleason received $5,400 in 2006 as payment for his service as a member of the Board of Directors from October through December of 2005.

(3)Mr. Smith was elected to the Board of Directors in March 2008.

Compensation Committee Interlocks and Insider Participation

The Company’s Board of Directors determines the compensation of the executive officers.  Michael A. Schneider, President and Chief Executive Officer of the Company, serves on the Board of Directors. Mr. Schneider also serves as a director of AOA, which is controlled by Mr. Adams and for which Mr. Gleason is the Chief Executive Officer.  Mr. Gleason, a member of the Company’s Board of Directors, is also the Chief Executive Officer of AOA, which is controlled by Mr. Adams and Mr. Schneider is on the Board of Directors of AOA.

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ITEM 12:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

AGI is a wholly-owned subsidiary of AGHI.  AGHI is an indirect wholly-owned subsidiary of AGI Holding Corp. (“AGHC”), a privately-owned corporation.  The following table sets forth, as of December 31, 2008, certain information with respect to the beneficial ownership of the Common Stock of AGHC by each shareholder who is known to us to beneficially own more than 5% of the outstanding shares, each director, each executive officer listed in the Summary Compensation Table and all of our executive officers and directors as a group.

Name and Address of Beneficial Owner	Number of Shares of Stock Owned (1)	Percent of Common Stock
Stephen Adams, Director 2575 Vista Del Mar Drive Ventura, CA 93001	1,407.7	100.0	%

(1)  Except as otherwise indicated, the beneficial owners have sole voting and investment power with respect to the shares in the table.

ITEM 13:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Person Transactions

Review and Approval of Related Person Transactions

The Company entered into an indenture for the AGHI Senior Notes in March 2005, which requires the Board of Directors to approve any new transaction or series of transactions entered into between the Company and other entities controlled by Mr. Adams subsequent to the date of the indenture which, either individually or in the aggregate, exceeds $2.5 million.  In addition, the Company must obtain a fairness opinion with respect to any such new transaction or series of transactions entered into subsequent to the date of the indenture which, either individually or in the aggregate, exceeds $10 million.  The Company has been in compliance with the indenture requirements at all times.

Related Party Transactions

In connection with our effort to expand the number of Camping World stores by developing retail alliances with RV dealerships across North America, we have established 45 Camping World stores alongside or within RV dealerships owned by FreedomRoads, which is controlled by the Chairman of our Board of Directors, Stephen Adams, and we expect to open additional Camping World stores alongside or within such RV dealerships in the future.  At December 31, 2008, the Company leased 37 properties from FreedomRoads, sub-leased six properties to FreedomRoads, and Camping World and FreedomRoads are joint tenants under six leases.  Total payments by the Company to FreedomRoads under these leased properties for 2008 and 2007 were approximately $4.2 million and $3.7 million, respectively, and future commitments under these leases total approximately $36.3 million.  The leases expire at various dates from August 2013 through September 2018.  For 2008 and 2007, lease payments received from FreedomRoads for the six subleased properties were approximately $0.7 million and $0.9 million, respectively, and future payments to be received under these sub-leases total

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approximately $4.5 million.  The Company paid FreedomRoads approximately $7.7 million and $9.4 million in 2008 and 2007, respectively and FreedomRoads paid the Company approximately $27.7 million and $17.5 million in 2008 and 2007, respectively, under the product marketing and sales agreements.

On December 5, 2001, we sold eleven real estate properties to eleven separate wholly-owned subsidiaries of AGRP Holding Corp, a wholly-owned subsidiary of our ultimate parent, AGHC, which is owned 98.2% by Mr. Adams, for $52.3 million in cash and a $4.8 million note receivable.  The properties have been leased back to us on a triple net basis. These leases are classified as operating leases and the average net annual lease payments over the lives of the leases are $3.4 million.  These leases have an initial term of 25 to 27 years with two five-year options at the then current market rent.  The $4.8 million note receivable yields 11% per annum, with monthly payments of approximately $46,000 and a ten-year balloon due December 2011.

For a description of the employment, consulting and non-competition agreements between the Company and the Executive Officers, see the sections entitled “Potential Payments upon Termination and Change in Control—Non-Competition and Non-Solicitation Agreements” and “—Employment Terms of Phantom Stock Agreements” above.  For a description of the management incentive and phantom stock agreements between the Company and the Executive Officers, see the sections entitled “Compensation Discussion and Analysis—Elements of Compensation—Annual Compensation—Annual Incentive Awards” and “—Long-Term Compensation/Phantom Stock Agreements” above.

The law firm of Kaplan, Strangis and Kaplan, P.A. (“KSK”) provides ongoing legal services to the Company and certain subsidiaries in connection with various matters. Andris A. Baltins, a member of the Board of Directors, is a member of that firm.  During 2008, 2007 and 2006, KSK received $201,000, $257,000, and $198,000 in legal fees from the Company, respectively.

The consulting firm of Pransky and Associates, P.S. (“PA”) provides ongoing consulting services to the Company and certain subsidiaries.  George Pransky, a member of the Board of Directors, is a director of that company.  During 2008 and 2007, PA received $0 and $86,000 in fees from the Company, respectively.

The accounting firm of Frith-Smith & Archibald, LLP (“FSA”), provides tax preparation and review services to the Company and certain subsidiaries.  David Frith-Smith, a member of the Board of Directors, is a partner of that company.  During 2008 and 2007, FSA received $0 and $13,000 in fees from the Company, respectively.

Director Independence

The Company’s securities are not listed on any national securities exchange and it is not subject to any director independence requirements.  In addition, the Company has not adopted its own standards of director independence.  For purposes of this disclosure, the Company has reviewed the independence of its directors under the standards adopted by the New York Stock Exchange.  The Company has determined that none of the members of the Board of Directors are independent under the New York Stock Exchange standards.

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ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES

The Board of Directors engaged Ernst & Young LLP as an independent Registered Public Accounting Firm to examine our accounts for the fiscal year ending December 31, 2008.

Audit Fees

The aggregate audit fees paid to Ernst & Young LLP for the fiscal years ended December 31, 2008 and 2007 were $459,695 and $393,545, respectively.   These fees include amounts for the audit of the Company’s consolidated annual financial statements, stand alone audits of certain subsidiaries, and the reviews of the consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q, including assistance with and review of documents filed with the SEC.

Audit-Related Fees

There were no audit-related fees in 2008 or 2007.

Tax Fees

The aggregate fees billed by Ernst & Young LLP for tax services rendered for the fiscal years ended December 31, 2008 and 2007 were $2,064 and $5,250, respectively.  The fees paid in each of those years primarily related to tax planning and compliance services.

All Other Fees

There were no other fees paid to Ernst & Young LLP for the years ended December 31, 2008 and 2007.

Pre-Approval Requirements

The Board of Directors has the sole authority to review in advance and grant any pre-approvals of (i) all auditing services to be provided by the independent Registered Public Accounting Firm, (ii) all significant non-audit services to be provided by the independent auditors as permitted by Section 10A of the Securities Exchange Act of 1934, and (iii) all fees and the terms of engagement with respect to such services.  All audit and non-audit services performed by Ernst & Young LLP during fiscal 2008 were pre-approved pursuant to the procedures outlined above.

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PART IV

ITEM 15:  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) (1)	Consolidated financial statements are included in Item 8 hereto.
(a) (2)	Consolidated financial statement schedules are included in Item 8 hereto.
(a) (3)	Listing of Exhibits:
	The exhibits required to be a part of this report are listed in the Index to Exhibits which follows the signature page.
(b)	Exhibits:
	Included in Item 15 (a) (3) above.
(c)	Financial Statement Schedules
	Included in Item 15 (a) (2) above.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ventura, State of California on June 5, 2009.

AFFINITY GROUP, INC.

By	/s/ Michael A. Schneider
Michael A. Schneider
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

/s/ Thomas F. Wolfe	Senior Vice President and Chief Financial Officer	June 5, 2009
Thomas F. Wolfe	(Principal Financial and Accounting Officer)
*	Director	June 5, 2009
Stephen Adams
*	Director	June 5, 2009
Andris A. Baltins
*	Director	June 5, 2009
David Frith-Smith
*	Director	June 5, 2009
J. Kevin Gleason

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*		Director	June 5, 2009
Townsend C. Smith
*By:	/s/ Thomas F. Wolfe		June 5, 2009
	(Thomas F. Wolfe
	Attorney-in-Fact)

Thomas F. Wolfe, pursuant to Powers of Attorney executed by each of the officers and directors listed above whose name is marked by an “*” and filed as an exhibit hereto, by signing his name hereto does hereby sign and execute this Report of Affinity Group, Inc. on behalf of each of such officers and directors in the capacities in which the names of each appear above.

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AFFINITY GROUP, INC.

EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K

For Fiscal Year Ended December 31, 2008

	Regulation S-K Exhibit Table Reference	Sequential Page No.
Certificate of Incorporation of Affinity Group, Inc. (1)	3.1
Bylaws of Affinity Group, Inc. (1)	3.2
Certificate of Ownership and Merger (1)	3.3
Indenture (including form of 9% Senior Subordinated Notes due 2012) dated as of February 18, 2004 among Affinity Group, Inc., the Guarantors named therein and The Bank of New York, as Trustee (1)	4.5
Registration Rights Agreement dated as of February 18, 2004 among Affinity Group, Inc., the Guarantors named herein and CIBC World Markets Corp., as Initial Purchaser (1)	4.6
Tax Sharing Agreement among Affinity Group Holding, Inc., Affinity Group, Inc. and its subsidiaries, as amended (1)	10.1
Form of Phantom Stock Agreement between certain executives and Affinity Group, Inc. (1)	10.2
Form of Phantom Stock Agreements between certain executives and CWI, Inc. (1)	10.3
Form of Phantom Stock Agreements between certain executives and Camp Coast to Coast, Inc. (1)	10.4
Working Agreements and Service Agreements with National General Insurance Contract, as amended (1)	10.6
401(k) Savings and Investment Plan (1)	10.7
Form of Indemnification Agreement for persons consenting to serve as directors (1)	10.8
Unsecured Promissory Note of AGRP Holding Corp., dated December 5, 2001 (1)	10.9
Amended and Restated Marketing Agreement, dated March 15, 2002 by and between Camping World, Inc. and National General Insurance Company (1)	10.10
Amended and Restated Credit Agreement dated as of June 24, 2003 among Affinity Group, Inc., the guarantors party thereto, the lenders party thereto, Canadian Imperial Bank of Commerce, as syndication agent, Fleet National Bank, as administrative agent, and General Electric Capital Corporation, as documentation agent (1)	10.11

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	Regulation S-K Exhibit Table Reference	Sequential Page No.
Senior Secured Floating Rate Note Purchase Agreement dated as of June 24, 2003 among Affinity Group, Inc., the guarantors party thereto, the noteholders party thereto, Canadian Imperial Bank of Commerce, as syndication agent, Fleet National Bank, as administrative agent and General Electric Capital Corporation, as documentation agent (1)	10.12
First Amendment to Credit Agreement dated as of February 18, 2004 among Affinity Group, Inc., the guarantors party thereto, the lenders party thereto, Canadian Imperial Bank of Commerce, as syndication agent, Canadian Imperial Bank of Commerce, as administrative agent and successor to Fleet National Bank, and General Electric Capital Corporation, as documentation agent (1)	10.13
First Amendment to Note Purchase Agreement dated as of February 18, 2004 among Affinity Group, Inc., the guarantors party thereto, the lenders party thereto, Canadian Imperial Bank of Commerce, as syndication agent, Canadian Imperial Bank of Commerce, as administrative agent and successor to Fleet National Bank, and General Electric Capital Corporation, as documentation agent (1)	10.14
Second Amendment to Credit Agreement dated as of June 30, 2004 among Affinity Group, Inc., the guarantors party thereto, the lenders party thereto, Canadian Imperial Bank of Commerce, as syndication agent, Canadian Imperial Bank of Commerce, as administrative agent and successor to Fleet National Bank, and General Electric Capital Corporation, as documentation agent (2)	10.15
Second Amendment to Note Purchase Agreement dated as of June 30, 2004 among Affinity Group, Inc., the guarantors party thereto, the lenders party thereto, Canadian Imperial Bank of Commerce, as syndication agent, Canadian Imperial Bank of Commerce, as administrative agent and successor to Fleet National Bank, and General Electric Capital Corporation, as documentation agent (2)	10.16
Third Amendment to Credit Agreement dated as of November 12, 2004 among Affinity Group, Inc., the guarantors party thereto, the lenders party thereto, Canadian Imperial Bank of Commerce, as syndication agent, Canadian Imperial Bank of Commerce, as administrative agent and successor to Fleet National Bank, and General Electric Capital Corporation, as documentation agent (4)	10.17
Third Amendment to Note Purchase Agreement dated as of November 12, 2004 among Affinity Group, Inc., the guarantors party thereto, the lenders party thereto, Canadian Imperial Bank of Commerce, as syndication agent, Canadian Imperial Bank of Commerce, as administrative agent and successor to Fleet National Bank, and General Electric Capital Corporation, as documentation agent (4)	10.18
Agreement with Cross Country Motor Club, Inc. dated September 7, 2004 (3)	10.19

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	Regulation S-K Exhibit Table Reference	Sequential Page No.
Lease Agreement for distribution center in Franklin, Kentucky (5)	10.20
Fourth Amendment to Credit Agreement dated March 24, 2005 (6)	10.21
Fourth Amendment to Note Purchase Agreement dated March 24, 2005 (6)	10.22
Preferred Membership Unit Subscription Agreement dated March 24, 2005 between FreedomRoads Holding LLC and CWFR Capital Corp. (6)	10.23
Fifth Amendment to Credit Agreement dated November 13, 2005 among Affinity Group, Inc, the guarantors party hereto, the lenders party thereto, Canadian Imperial Bank of Commerce, as syndication agent, Canadian Imperial Bank of Commerce as administrative agent, and General Electric Capital Corporation as documentation agent. (7)	10.24
Second Amendment to Tax Sharing Agreement among Affinity Group Holding, Inc., Affinity Group, Inc. and its subsidiaries (8)	10.25
Sixth Amendment to Credit Agreement dated March 3, 2006 among Affinity Group, Inc, the guarantors party hereto, the lenders party thereto, Canadian Imperial Bank of Commerce, as syndication agent, Canadian Imperial Bank of Commerce as administrative agent, and General Electric Capital Corporation as documentation agent. (10)	10.26
Seventh Amendment to Credit Agreement dated June 8, 2006 among Affinity Group, Inc., the guarantors party hereto, the lenders party thereto, Canadian Imperial Bank of Commerce, as syndication agent, Canadian Imperial Bank of Commerce as administrative agent, and General Electric Capital Corporation as documentation agent. (11)	10.27
Agreement with Brickell Financial Services Motor Club, Inc. dated September 28, 2007 (13)	10.28
Form of Phantom Stock Agreement between certain executives and Affinity Group, Inc. (14)	10.29
Ninth Amendment to Credit Agreement dated September 8, 2008 among Affinity Group, Inc., the guarantors party hereto, the lenders party hereto, Canadian Imperial Bank of Commerce as syndication agent, Canadian Imperial Bank of Commerce as administrative agent, and General Electric Capital Corporation ad documentation agent. (15)	10.30
Tenth Amendment to Credit Agreement dated September 8, 2008 among Affinity Group, Inc., the guarantors party hereto, the lenders party hereto, Canadian Imperial Bank of Commerce as syndication agent, Canadian Imperial Bank of Commerce as administrative agent, and General Electric Capital Corporation ad documentation agent.	10.31
Second Lien Note Purchase Agreement dated June 5, 2009 among Affinity Group, Inc., the guarantors party hereto, the note purchasers party hereto, and New York Life Investment Management LLC as Administrative Agent	10.32
Option Agreement dated June 5, 2009 between Affinity Group, Inc. and The Stephen Adams Living Trust	10.33
Subsidiaries of the Registrant	21
Powers of Attorney	24.1

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	Regulation S-K Exhibit Table Reference	Sequential Page No.
Certification of President and Chief Executive Officer	31.1
Certification of Senior Vice President and Chief Financial Officer	31.2
Appointment of Directors (9)	31.3
Appointment of Principal Officers (12)	31.4
Statement Pursuant to 18 U.S.C. Section 1350	32.1
Statement Pursuant to 18 U.S.C. Section 1350	32.2
Affinity Group Code of Professional Conduct (2)	99.1

(1) Filed with the Company’s Registration Statement No. 333-113982 and incorporated by reference herein.

(2) Filed with the Company’s Report on Form 10-Q for the quarter ended June 30, 2004 and incorporated by reference herein.

(3) Filed with the Company’s Report on Form 8-K dated September 9, 2004 and incorporated by reference herein.

(4) Filed with the Company’s Report on Form 8-K dated November 16, 2004 and incorporated by reference herein.

(5) Filed with the Company’s Report on Form 8-K dated December 31, 2004 and incorporated by reference herein.

(6) Filed with the Company’s Report on Form 8-K dated March 25, 2005 and incorporated by reference herein.

(7) Filed with the Company’s Report on Form 8-K dated November 13, 2005 and incorporated by reference herein.

(8) Filed with the Company’s Report on Form 10-K dated December 31, 2005 and incorporated by reference herein.

(9) Filed with the Company’s Report on Form 8-K dated February 21, 2006 and incorporated by reference herein.

(10) Filed with the Company’s Report on Form 8-K dated March 9, 2006 and incorporated by reference herein.

(11) Filed with the Company’s Report on Form 8-K dated June 8, 2006 and incorporated by reference herein.

(12) Filed with the Company’s Report on Form 8-K dated September 13, 2006 and incorporated by reference herein.

(13) Filed with the Company’s Report on Form 10-Q dated September 30, 2007 and incorporated by reference herein.

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(14) Filed with the Company’s Report on Form 10-K dated December 31, 2007 and incorporated by reference herein.

(15) Filed with the Company’s Report on Form 8-K dated September 8, 2008 and incorporated by reference herein.

A copy of any of these exhibits will be furnished at a reasonable cost to any person upon receipt from such person of a written request for such exhibit.  Such request should be sent to Affinity Group, Inc., 2575 Vista Del Mar Drive, Ventura, CA  93001, Attention:  Chief Financial Officer.

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EX-10.31

Exhibit 10.31

TENTH AMENDMENT TO CREDIT AGREEMENT

This TENTH AMENDMENT TO CREDIT AGREEMENT dated as of June 5, 2009 (this “Amendment”), among AFFINITY GROUP, INC. (the “Borrower”), THE GUARANTORS PARTY HERETO (the “Guarantors”), THE LENDERS PARTY HERETO (the “Lenders”), CANADIAN IMPERIAL BANK OF COMMERCE, as Syndication Agent (the “Syndication Agent”), CANADIAN IMPERIAL BANK OF COMMERCE (“CIBC”), as Administrative Agent (the “Administrative Agent”), and GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent (the “Documentation Agent” and together with the Administrative Agent and the Syndication Agent, the “Agents”).

WHEREAS, the Credit Agreement (as defined below) provides that the Lenders may make Revolving Credit and Term Loans to the Borrower, and that the Issuing Lender may issue Letters of Credit; and

WHEREAS, the Borrower has requested extensions of the maturity dates for the Revolving Credit Loans and the Term Loans;

WHEREAS, the Borrower has requested, and the Lenders will require, certain other modifications to the Credit Agreement;

NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, the parties hereby agree as follows:

1.Reference to Credit Agreement.  Reference is made to the Amended and Restated Credit Agreement dated as of June 24, 2003, as amended by the First Amendment to Credit Agreement dated as of February 18, 2004, the Second Amendment to Credit Agreement dated as of June 30, 2004, the Third Amendment to Credit Agreement dated as of November 12, 2004, the Fourth Amendment to Credit Agreement dated as of March 24, 2005, the Fifth Amendment to Credit Agreement dated as of November 13, 2005, the Sixth Amendment to Credit Agreement dated as of March 3, 2006, the Seventh Amendment to Credit Agreement dated as of June 8, 2006, the Eighth Amendment to Credit Agreement dated as of February 27, 2007 and the Ninth Amendment to Credit Agreement dated as of September 8, 2008 among the Borrower, the Guarantors, the Lenders, the Syndication Agent, the Administrative Agent and the Documentation Agent (as amended on or prior to the date hereof and as it may be further amended or amended and restated from time to time, the “Credit Agreement”).  Capitalized terms used herein which are defined in the Credit Agreement have the same meanings herein as therein, except to the extent that such meanings are amended hereby.

2.Amendments to Credit Agreement.  Effective upon the satisfaction of the conditions set forth in Section 5, the Credit Parties, the Lenders, and the Agents agree that the Credit Agreement is hereby amended as follows:

(a)The definition of “Adjusted Base Rate” set forth in Section 1.1 of the Credit Agreement is hereby deleted and replaced by the following:

“Adjusted Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect

on such day plus 1/2 of 1% and (c) 3.75% per annum.  Any change in the Adjusted Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

(b)The definition of “Applicable Margin” set forth in Section 1.1 of the Credit Agreement is hereby deleted and replaced by the following:

“Applicable Margin” means for Revolving Credit Loans, Swing Loans and Term Loans, (i) 7.00% in the case of Base Rate Loans and (ii) 8.00% in the case of Eurodollar Loans; provided that if a Camping World Financing and the prepayment of the Loans by not less than $18,500,000 with the proceeds thereof has not been consummated by September 15, 2009, the Applicable Margin shall be (i) 9.00% in the case of Base Rate Loans and (ii) 10.00% in the case of Eurodollar Loans.

(c)The definition of “Cash Interest Expense” set forth in section 1.1 of the Credit Agreement is hereby amended by deleting the last sentence in the first paragraph thereof and replacing it with the following:

Notwithstanding anything contained in the foregoing which may be to the contrary, consent fees, waiver fees, deferred financing costs or intangible assets which are paid or are written off as a consequence of the waiver, amendment, repayment or discharge of Indebtedness shall not be included in Cash Interest Expense.

(d)The definition of “Consolidated Fixed Charge Coverage Ratio” set forth in section 1.1 of the Credit Agreement is hereby deleted and replaced by the following:

“Consolidated Fixed Charges Ratio” means, as at any date, the ratio of (a) the total of (i) EBITDA for the period of four consecutive fiscal quarters ending on or most recently ended prior to such date minus (ii) the aggregate amount of all Non-Financed Capital Expenditures made during such period plus (iii) any increase in Deferred Revenues during such period minus (iv) any decrease in Deferred Revenues during such period, to (b) the sum for the Credit Parties (determined on a consolidated basis without duplication in accordance with GAAP) of the following: (i) Cash Interest Expense for such period, plus (ii) all regularly scheduled payments of principal on any Indebtedness (including the Term Loans and the principal component of any payments in respect of Capital Lease Obligations, but excluding (x) any prepayments pursuant to Section 2.10 (y) any Senior Principal Refunding Payments and (z) the Hedging Agreement settlement payment made on the Tenth Amendment Date in an aggregate amount not to exceed $2,400,000) for such period plus (iii) the aggregate amount paid, or required to be paid (without duplication as between fiscal periods), in cash in respect of income, franchise and other like taxes (excluding real estate taxes) for such period (to the extent not deducted in determining EBITDA for such period) (but excluding any accrued tax liability not paid in cash resulting from the election by the Borrower to be treated as an “S Corporation” under the Code or from the election by the Borrower to treat any of the Guarantors as “Qualified Subchapter S Subsidiaries” under the Code) plus (iv) Permitted Tax Distributions to the extent paid in cash during such period plus (v) any payments in respect of deferred compensation to the extent paid in cash during such period but excluding any payments in respect of Phantom Stock Agreements.

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(e)The definition of “Consolidated Senior Leverage Ratio” set forth in Section 1.1 of the Credit Agreement is hereby deleted and replaced by the following:

“Consolidated Senior Leverage Ratio” means, as at any date, the ratio of (a) Senior Debt minus cash and Cash Equivalents held by the Credit Parties on such date to the extent such cash and Cash Equivalents are unrestricted and available for the payment of the debts of the Credit Parties in an aggregate amount not in excess of the sum of $10,000,000 plus cash collateral held by the Issuing Lender pursuant to Section 2.4(c)(ii) to (b) EBITDA for the period of four consecutive fiscal quarters ending on or most recently ended prior to such date.

(f)The definition of “Consolidated Total Leverage Ratio” set forth in Section 1.1 of the Credit Agreement is hereby deleted and replaced by the following:

“Consolidated Total Leverage Ratio” means, as at any date, the ratio of (a) the Indebtedness of the Credit Parties excluding amounts described in clauses (d) and (g) of the definition of “Indebtedness” (determined on a consolidated basis without duplication in accordance with GAAP), including Subordinated Indebtedness, minus cash and Cash Equivalents held by such Credit Parties on such date to the extent to such cash and Cash Equivalents are unrestricted and available for the payment of the debts of the Credit Parties in an aggregate amount not in excess of the sum of $10,000,000 plus cash collateral held by the Issuing Lender pursuant to Section 2.4(c)(ii) to (b) EBITDA for the period of four consecutive fiscal quarters ending on or most recently ended prior to such date.

(g)The definition of “Controlled Dividend Account” set forth in Section 1.1 of the Credit Agreement is hereby deleted.

(h)The last sentence of the first paragraph in the definition of “EBITDA” set forth in Section 1.1 of the Credit Agreement is hereby deleted and replaced with the following:

“Notwithstanding the foregoing which may be to the contrary, amounts accrued or paid as consent fees, waiver fees, deferred financing costs or intangible assets which are written off as a consequence of the waiver, amendment, repayment or discharge of Indebtedness under the Credit Agreement and, commencing with the fiscal year ending December 31, 2009, any costs, expenses or payments made in connection with termination of employees, shall not be deducted in determining operating income; provided, however, that during the term of this Agreement, the aggregate amount (on a cumulative basis) of costs, expenses or payments in connection with the termination of employees not deducted from operating income pursuant to this sentence shall not exceed $1,500,000 in the aggregate.”

(i)The definition of “Excess Cash Flow” set forth in Section 1.1 of the Credit Agreement is hereby amended by deleting clause (iii) contained therein and replacing clause (iii) with the following:

“(iii) (A) the Senior Principal Refunding Payments described in clause (ii) of the definition thereof, (B) the Hedging Agreement settlement payment made on the Tenth Amendment Date in an aggregate amount not to exceed $2,400,000, and (C) all regularly scheduled payments, mandatory prepayments and voluntary prepayments (other than any

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voluntary prepayments in respect of the Revolving Credit Loans) of principal on any Indebtedness (including the Term Loans and the principal component of any payments in respect of Capital Lease Obligations for such fiscal year,

(j)The definition of “Initial Controlled Dividend Account” set forth in Section 1.1 of the Credit Agreement is hereby deleted.

(k)The definition of “Working Capital” set forth in Section 1.1 of the Credit Agreement is hereby deleted and replaced by the following:

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

(l)The following new defined terms are hereby added to Section 1.1 of the Credit Agreement in alphabetical order:

“Adams Party” means Stephen Adams, his wife, his children, his grandchildren, and trusts of which he, his wife, his children and his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s).

“Camping World Credit Agreement” means a credit agreement among the Camping World Entities and the Camping World Lenders, with such terms and conditions as shall be satisfactory in form and substance to the Administrative Agent.

“Camping World Credit Facility” means a credit facility established pursuant to the Camping World Credit Agreement having market terms and conditions as determined by the Administrative Agent, secured by a first lien on the equity and/or assets of the Camping World Entities and providing aggregate revolving credit commitments not less than $20,000,000 and not in excess of $35,000,000.

“Camping World Entities” means CWI, Inc., Camping World, Inc. and their Subsidiaries.

“Camping World Financing” has the meanings set forth in Section 6 of the Tenth Amendment.

“Camping World Lenders” means the holders of the indebtedness under the Camping World Credit Facility and any agents for such lenders.

“Camping World Subordination Agreement” means the Subordination and Intercreditor Agreement to be executed and delivered by all of the Camping World Entities, the Administrative Agent and the Camping World Lenders, subordinating the obligations of the Camping World Entities with respect to the Loans to the Camping World Credit Facility, as such agreement may be amended, supplemented or otherwise modified from time to time, in form and substance satisfactory to the Required Lenders.

“Note Repurchase Loans” means Indebtedness incurred by the Borrower under the Second Lien Loan Documents, the proceeds of which are used to repurchase Senior

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Subordinated Notes for a purchase price less than the outstanding principal amount of the repurchased Senior Subordinated Notes (which repurchased Senior Subordinated Notes shall be cancelled after such repurchase); provided that no Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of such Note Repurchase Loans and the Borrower may incur such Note Repurchase Loans only if (a) the aggregate principal amount of such Note Repurchase Loans is permitted to be incurred under the Senior Subordinated Note Indenture and the Holding Company Notes Indenture, (b) after giving effect to the incurrence of such Note Repurchase Loans and the receipt and application of the proceeds thereof, the ratio of the aggregate principal amount of Indebtedness of the Credit Parties secured by Liens to EBITDA for the period of four consecutive fiscal quarters for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.1(a) does not exceed 3.00 to 1.00 and in any event the aggregate principal amount of all Note Repurchase Loans shall not exceed $10,000,000, (c) there will be no principal payments in respect of such Note Repurchase Loans scheduled or required to be paid prior to the date occurring four months after the later to occur of the Revolving Credit Maturity Date and the Term Loan Maturity Date, (d) during any period, the amount of interest in respect of such Note Repurchase Loans shall not exceed the amount of interest that would have been payable during such period on the Senior Subordinated Notes repurchased with the proceeds of such Note Repurchase Loans, (e) the obligations of the Borrower thereunder shall be subordinated to the Loans pursuant to the Second Lien Subordination Agreement and (f) the Note Repurchase Loans shall not be secured by any collateral that does not secure the Loans.

“Second Lien Agent” means New York Life Investment Management LLC as administrative agent for the Second Lien Lenders.

“Second Lien Lenders” means the lenders of the Note Repurchase Loans.

“Second Lien Loan Documents” means the (i) Second Lien Note Purchase Agreement among Borrower, the Guarantors party thereto, the Second Lien Lenders and the Second Lien Agent, (ii) the Bond Purchase Agreement between Borrower and Second Lien Agent, (iii) the Security Agreement between Borrower and Second Lien Agent, (iv) the Pledge Agreement among Borrower, the Guarantors party thereto and Second Lien Agent, (v) the Non-Recourse Pledge Agreement between the Holding Company and Second Lien Agent and (vi) the Trademark Security Agreement among Borrower, the Guarantors party thereto and Second Lien Agent, each in form and substance satisfactory to the Administrative Agent.

“Second Lien Subordination Agreement” means the Subordination and Intercreditor Agreement executed and delivered by all of the Credit Parties and the Second Lien Agent, substantially in the form of Exhibit B annexed to the Tenth Amendment to the Credit Agreement, as such agreement may be amended, supplemented or otherwise modified from time to time, in form and substance satisfactory to the Administrative Agent.

“Senior Principal Refunding Payments” means (i) any principal payment made pursuant to Section 2.10(b) to refund any portion of the Term Loans, and (ii) the principal payments required by the second sentence of Section 2.9(b) which may be refunded with indebtedness permitted by Section 7.1(i).

“Tenth Amendment Date” means June 5, 2009.

(m)The definition of “LIBO Rate” set forth in Section 1.1 of the Credit Agreement is hereby deleted and replaced by the following:

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the greater of (a) the rate appearing on Dow Jones Markets Page 3750 (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for

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purposes of providing quotations of interest rates applicable to U.S. dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for U.S. dollar deposits with a maturity comparable to such Interest Period and (b) 2.75% per annum.  In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which U.S. dollar deposits of $5,000,000, and for a maturity comparable to such Interest Period, are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.  Notwithstanding the Interest Period specified in any Borrowing Request or Interest Election Request, the rate used to calculate the LIBOR Rate for any Interest Period shall never be less than the rate per annum attributable to a three month LIBOR Interest Period.

(n)The definition of “Loan Documents” set forth in Section 1.1 of the Credit Agreement is hereby deleted and replaced by the following:

“Loan Documents” means this Agreement, any promissory notes evidencing Loans hereunder, the Collateral Documents, the Affiliate Subordination Agreement, the Second Lien Subordination Agreement, and any other instruments or documents delivered or to be delivered by any Credit Party or Affiliate thereof from time to time pursuant to this Agreement.

(o)The definition of “Revolving Credit Commitment” is amended by deleting the reference to “$35,000,000” and replacing it with “$25,000,000” and by deleting the last sentence thereof.

(p)The definition of “Revolving Credit Maturity Date” is amended by deleting the reference to “June 24, 2009” and replacing it with “March 31, 2010.”

(q)The definition of “Subordinated Indebtedness” set forth in Section 1.1 of the Credit Agreement is hereby deleted and replaced by the following:

“Subordinated Indebtedness” means (a) the Senior Subordinated Notes, (b) the Note Repurchase Loans under the Second Lien Loan Documents, (c) Indebtedness due to an Adams Party as described in Sections 7.1(i) and (j), and (d) any Indebtedness of any Credit Party which matures in its entirety later than the Loans and by its terms (or by the terms of the instrument under which it is outstanding and to which appropriate reference is made in the instrument evidencing such Subordinated Indebtedness) is made subordinate and junior in right of payment to the Loans and to such Credit Party’s other obligations to the Lenders hereunder by provisions reasonably satisfactory in form and substance to the Administrative Agent, the Syndication Agent and Special Counsel.

(r)The definition of “Term Loan Maturity Date” is amended by deleting the reference to “June 24, 2009” and replacing it with “March 31, 2010.”

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(s)Section 2.1(c) (Incremental Term Loans) is hereby amended by replacing the reference to “Term Loan Maturity Date” in clause (i) with “Tenth Amendment Date” and by adding the following at the end of such section:

“(iii)Notwithstanding the foregoing to the contrary, (A) the requirement that the $1,000,000 Series B Incremental Term Loans funded on the Tenth Amendment Date be in an aggregate principal amount of not less than $10,000,000 is hereby waived, and (B) upon the consummation of the $1,000,000 Series B Incremental Term Loans funded on the Tenth Amendment Date, the Borrower shall not have the right to request further Incremental Term Loan Commitments.”

(t)Section 2.4(a) (Letters of Credit) is hereby amended by adding the following after the word Guarantor in the first sentence thereof, “(excluding, after the Tenth Amendment Date, any Camping World Entity)” and adding the following at the end of such section, “To the extent that any Letters of Credit are outstanding on the Tenth Amendment Date for the account of any Camping World Entity, the Borrower will cause such Camping World Entity Letters of Credit to be replaced on the date of the consummation of the Camping World Credit Facility by letters of credit issued pursuant to the Camping World Credit Facility.”

(u)Section 2.9(b) (Repayment of Loans) is hereby amended by adding the following after the first sentence thereof:

“In addition to such quarterly principal payments, the Borrower hereby unconditionally promises to make Senior Principal Refunding Payments equal to an additional principal payment of $7,500,000 on September 1, 2009 and an additional principal payment of $7,500,000 on February 27, 2010.”

(v)Section 2.10(b)(ii) (Offering of Debt or Equity) is hereby amended by adding the following at the end of such paragraph:

“Notwithstanding the foregoing to the contrary, upon the consummation of the Camping World Financing, the Borrower shall make a Senior Principal Refunding Payment on the principal amount of the Term Loans hereunder in an aggregate amount not less than the greater of $18,500,000 or the Net Cash Payments of the Camping World Financing except that for the thirty-day period commencing with the Tenth Amendment Date, the Term Loans acquired by the Effective Date Assignee on the Tenth Amendment Date (whether held by the Effective Date Assignee or its assignees) shall benefit from any such payment resulting from the consummation of the Camping World Financing only to the extent of Net Cash Payments of the Camping World Financing in excess of $10,000,000.”

(w)Section 2.10(b)(iv) (Excess Cash Flow) is hereby deleted and replaced by the following:

“(iv)Excess Cash Flow.  Not later than the date 90 days after the end of each fiscal year of the Borrower commencing with the fiscal year ending December 31, 2009, the Borrower shall prepay the Loans (and/or provide cover for LC Exposure as specified in Section 2.4 (i)) and reduce the Commitments as provided in Section 2.10(c) in an amount equal to 100% of Excess Cash Flow for such fiscal year; provided, however, that with respect to the fiscal year ending December 31, 2009, such prepayment shall be made no later than the date 85 days after the end of such fiscal year.”

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(x)Section 2.10(b)(vii) (Prepayments from Controlled Dividend Account) is hereby deleted and replaced by the following:

“(vii)[Reserved.]”

(y)Section 2.11(a) (Fees) is hereby amended by replacing the reference to “0.50%” in the first sentence with “1.00%.”

(z)Section 6.9 (Use of Proceeds) is hereby amended by deleting the third sentence thereof.

(aa)Section 6.10(a)(ii) (Certain Obligations Respecting Subsidiaries and Collateral Security) is hereby deleted and replaced by the following:

“(ii) to take such action (including delivering such shares of stock and such UCC financing statements) as shall be necessary to create and perfect valid and enforceable first priority Liens consistent with the provisions of the applicable Collateral Documents but with respect to the Camping World Entities subject to the Liens securing the Camping World Credit Facility; and”

(bb)Section 6.14 (Controlled Dividend Amount) is hereby deleted in its entirety.

(cc)Section 7.1(b), (c), (d), (e) and (f) are hereby deleted and replaced by the following:

“(b)Indebtedness existing on the Tenth Amendment Date and set forth in Schedule 4.14 and any extension, renewal, refunding or replacement of any such Indebtedness that does not increase the principal amount thereof;

(c)Indebtedness of any Credit Party to any other Credit Party; provided that, after the Tenth Amendment Date, the aggregate Indebtedness owed by the Camping World Entities to the other Credit Parties plus the aggregate amount of any Investments made by the other Credit Parties in the Camping World Entities after the Tenth Amendment Date shall not exceed the Investments permitted by Section 7.5(a)(i) and such Indebtedness shall be unsecured and shall only be used for working capital purposes or for capital expenditures in accordance with Section 7.9(e);

(d)Guarantees by any Credit Party of Indebtedness of any other Credit Party (other than Indebtedness of the Camping World Entities);

(e)Indebtedness of any Credit Party (determined on a consolidated basis without duplication in accordance with GAAP) in an aggregate principal amount which does not exceed $1,000,000 at any one time outstanding;

(f)Senior Subordinated Notes in an aggregate principal amount not in excess of the aggregate amount of the Senior Subordinated Notes outstanding on the Tenth Amendment Date, after giving effect to the issuance of the Note Repurchase Loans and the repurchase or exchange of Senior Subordinated Notes with the proceeds thereof;”

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(dd)Section 7.1 is hereby amended by deleting clause (g) and replacing in with the following new clauses:

“(g)Indebtedness of the Borrower pursuant to the Second Lien Loan Documents in respect of any Note Repurchase Loans;

(h)Indebtedness of the Camping World Entities under the Camping World Credit Facility unless the Camping World Financing is consummated as an issuance of equity securities;

(i)To the extent that the Camping World Entities are unable or not permitted to make distributions to the Borrower in amounts necessary to permit the Borrower to make timely Senior Principal Refunding Payments under the second sentence of Section 2.9(b), unsecured Indebtedness of the Credit Parties to the Adams Parties in an aggregate amount not in excess of $15,000,000 (incurred in two tranches of $7,500,000 on or about of the date of such principal payments); provided such Indebtedness shall be junior and subordinate in right of payment to the obligations to the Lenders hereunder pursuant to provisions reasonably satisfactory to the Administrative Agent and there will be no principal or interest payments in respect of the such Indebtedness scheduled or required to be paid prior to the date occurring four months after the later to occur of the Revolving Credit Maturity Date and the Term Loan Maturity Date; and

(j)unsecured Indebtedness of the Credit Parties to the Adams Parties equal to the amount of cash interest payments on $16,000,000 in aggregate principal amount of the Term Loans; provided such Indebtedness shall be junior and subordinate in right of payment to the obligations to the Lenders hereunder pursuant to provisions reasonably satisfactory to the Administrative Agent and there will be no principal or interest payments in respect of the such Indebtedness scheduled or required to be paid prior to the date occurring four months after the later to occur of the Revolving Credit Maturity Date and the Term Loan Maturity Date; provided, further, that the Borrower’s obligation to pay interest on the Term Loans shall not be contingent upon the receipt of the proceeds of any such Indebtedness.”

(ee)Section 7.2 of the Credit Agreement is hereby amended by deleting the “and” at the end of clause (h), replacing the “.” at the end of clause (i) with a “;” and adding the following to the end of such section:

“(j)Liens on the assets of the Borrower securing the Indebtedness described in Section 7.1(g); provided such Liens are subordinated to the Lien securing the obligations to the Lenders hereunder pursuant to the Second Lien Subordination Agreement; and

(k)Liens on the assets of the Camping World Entities securing the Indebtedness described in Section 7.1(h).”

(ff)Section 7.3(c) is hereby deleted and replaced by the following:

“(c)Guarantees of obligations of any Credit Party (other than any obligation of any of the Camping World Entities) by any other Credit Party and Guarantees by the Camping World Entities of the Indebtedness described in Section 7.1(h);”

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(gg)The second paragraph of Section 7.4 is hereby deleted and replaced by the following:

“Notwithstanding the foregoing provisions of this Section 7.4:

(a)any Subsidiary (other than any Camping World Entity) may be merged or consolidated with or into any other Subsidiary (other than any Camping World Entity) or into the Borrower; provided that if any such transaction shall be between a Subsidiary and a Wholly Owned Subsidiary, the Wholly Owned Subsidiary shall be the continuing or surviving corporation;

(b)any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to any Subsidiary (other than any Camping World Entity) that is a Wholly Owned Subsidiary of the Borrower;

(c)the capital stock of any Subsidiary may be sold, transferred or otherwise disposed of to the Borrower or any Subsidiary that is a Wholly Owned Subsidiary of the Borrower (other than any Camping World Entity); and

(d)any Camping World Entity may be merged or consolidated with or into any other Camping World Entity.”

(hh)Section 7.5(a)(i) (Investments) is hereby deleted and replaced by the following:

“(i)Investments by any Credit Party in any other Credit Party (after the Tenth Amendment Date, other than a Camping World Entity), advances by any Credit Party to any other Credit Party (after the Tenth Amendment Date, other than a Camping World Entity), in the ordinary course of business and capital contributions by any Credit Party to any other Credit Party (after the Tenth Amendment Date, other than a Camping World Entity), and after the Tenth Amendment Date if and to the extent that the Camping World Entities do not have in sufficient cash and availability under the Camping World Credit Facility or otherwise to fund their working capital needs in the reasonable business judgment of the Camping World board of directors or to fund capital expenditures in accordance with Section 7.9(e), Investments by the Borrower in the Camping World Entities (including any Indebtedness to the Borrower permitted to be incurred under Section 7.1(i)) not in excess of $2,500,000, such Investments to be utilized only for working capital purposes or for capital expenditures in accordance with Section 7.9(e);”

(ii)Section 7.5(a)(viii) (Investments) is hereby deleted and replaced by the following:

“(viii)[Reserved.]”

(jj)Section 7.5(b) (Hedging Agreements) is hereby deleted and replaced by the following:

“(b)  From and after the Tenth Amendment Date, no Credit Party will enter into any Hedging Agreement.”

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(kk)Section 7.6 (Restricted Payments) is hereby deleted and replaced by the following:

“7.6Restricted Junior Payments and Cash Flow Distributions.  No Credit Party will declare or make any Restricted Junior Payment at any time; provided, however, that

(i) so long as no Default shall have occurred or be continuing or shall be caused thereby, the Borrower may declare and make Restricted Junior Payments to the Holding Company in amounts equal to the Permitted Tax Distributions,

(ii) so long as no Default shall have occurred or be continuing or shall be caused thereby, the Borrower may make Restricted Junior Payments to the Holding Company in an aggregate amount not in excess of $100,000 in any fiscal year to provide funds to the Holding Company to pay administrative expenses and costs of registration of the Holding Company Notes, and

(iii) so long as no Default shall have occurred or be continuing or shall be caused thereby, the Borrower may declare and make Restricted Junior Payments in amounts equal to the cash interest payments to the holders of the Senior Subordinated Notes in accordance with, and only to the extent required by, the indenture or other document governing such indebtedness; and

(iv) the Borrower may repurchase Senior Subordinated Notes from the holders of the Senior Subordinated Notes (collectively, the “Note Repurchases”) with the proceeds of Note Repurchase Loans, provided that the cash consideration paid by the Borrower for Note Repurchases shall be less than the outstanding principal amount of the repurchased Senior Subordinated Notes;

provided that nothing herein shall be deemed to prohibit the making of any dividend or distribution by a Subsidiary to any other Credit Party and by a Camping World Entity to any other Camping World Entity.”

(ll)Section 7.7(v) (Transactions with Affiliates) is hereby deleted and replaced by the following:

“(v)  the Credit Parties may engage in arms-length transactions for fair market value with or for the benefit of Affiliates not in excess of $10,000,000 in any fiscal year in addition to payments and transactions referred to in clauses (i) through (iv) above; and”

(mm)Section 7.8 (Restrictive Agreements) is hereby amended by adding the following at the end of such section, “(C) Second Lien Loan Documents and (D) the Camping World Credit Agreement.”

(nn)Section 7.9 (Certain Financial Covenants) is hereby deleted and replaced by the following:

“7.9Certain Financial Covenants.

(a)Consolidated Fixed Charges Ratio.  The Credit Parties will not permit the Consolidated Fixed Charges Ratio as of the end of any fiscal quarter ending during the periods set forth below to be less than the ratio set opposite such period below:

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Period	Ratio
From January 1, 2009 through September 30, 2009	1.05 to 1.00
From October 1, 2009 through December 31, 2009	1.08 to 1.00
From January 1, 2010 and at all times thereafter	1.15 to 1.00

(b)Consolidated Total Leverage Ratio.  The Credit Parties will not permit the Consolidated Total Leverage Ratio at any time during any period below to exceed the ratio set opposite such period below:

Period	Ratio
From January 1, 2009 through June 30, 2009	6.00 to 1.00
From July 1, 2009 through September 30, 2009	5.50 to 1.00
From October 1, 2009 and at all times thereafter	5.25 to 1.00

(c)Consolidated Senior Leverage Ratio. The Credit Parties will not permit the Consolidated Senior Leverage Ratio at any time during any period below to exceed the ratio set opposite such period below:

Period	Ratio
From January 1, 2009 through March 31, 2009	2.65 to 1.00
From April 1, 2009 through June 30, 2009	2.60 to 1.00
From July 1, 2009 through September 30, 2009	2.40 to 1.00
From October 1, 2009 and at all times thereafter	2.35 to 1.00

(d)Consolidated Interest Coverage Ratio.  The Credit Parties will not permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter ending during the periods set forth below to be less than the ratio set opposite such period below:

Period	Ratio
From January 1, 2009 through March 31, 2009	1.85 to 1.00
From April 1, 2009 through June 30, 2009	1.75 to 1.00
From July 1, 2009 through September 30, 2009	1.70 to 1.00
From October 1, 2009 and at all times thereafter	1.65 to 1.00

For purposes of calculating the financial covenants under Sections 7.9(a) through (d) for the period of four consecutive fiscal quarters ended March 31, 2009, the transactions occurring on the Tenth Amendment Date (including the incurrence of the Note Repurchase Loans and the application of the proceeds thereof) shall be deemed to have occurred on the last day of such four fiscal quarter period.

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(e)Capital Expenditures.  The Credit Parties will not permit:

(i)the aggregate amount of Capital Expenditures to exceed $5,000,000 in any fiscal year; and

(ii)prior to the consummation of the Camping World Financing, the aggregate amount of Capital Expenditures by the Camping World Entities to exceed $2,000,000 in any fiscal year.”

(oo)Section 7.11 (Management Compensation) is hereby deleted and replaced by the following:

“7.11[Reserved.]”

(pp)Section 7.12 (Subordinated Indebtedness) is hereby amended by (a) replacing the reference to “Section 7.6(a)(viii)” with “Section 7.6(a)(iv)” and (b) adding “other than the Note Repurchase Loans” after the term “Subordinated Indebtedness” in clause (a).

(qq)Section 7.16 (Compensation Payments to Stephen Adams) is hereby deleted and replaced with the following:

“7.16Compensation Payments to Stephen Adams; Management Compensation.  No Credit Party shall pay or cause to be paid any salary, bonuses or other compensation payments to Stephen Adams except (a) in the event of a change in circumstances related to management personnel or management structure of the Credit Parties as a result of which Stephen Adams is performing duties other than those performed by him as Chairman of the Board of Directors of the Borrower prior to the date of the First Amendment, or (b) with the consent of the Required Lenders.  No Credit Party will accrue any Phantom Stock Accruals or make any cash payments in respect thereof or otherwise in respect of Phantom Stock Accruals pursuant to any Phantom Stock Agreements or otherwise.”

(rr)Section 8.1 (Events of Default) is hereby amended by replacing clause (q) with the following:

“(q)(i) any holder of the Note Repurchase Loans shall assert that the Second Lien Subordination Agreement is invalid or unenforceable or (ii) any holder of the Camping World Credit Facility shall assert that such credit facility secured by any assets of Credit Parties other than the Camping World Entities;”

(ss)Section 7.13 (Modifications of Certain Documents) is hereby amended by adding the following at the end of such section:

“No Credit Party will consent to any modification, supplement or waiver of any of the provisions of the Purchase Note, the Intermediate Holdco Loan Documents or the Intermediate Holdco Guaranty without the prior consent of the Required Lenders.”

(tt)Section 10.2 (Waivers; Amendments) is hereby amended by replacing clause (b)(v) with the following:

“(v)alter the rights or obligations of the Borrower to prepay Loans, other than mandatory prepayments required by Section 2.10(b) of this Agreement, without the

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written consent of each Lender; provided that Section 2.10(b)(ii) of this Agreement may not be amended in a manner adverse to the Effective Date Assignee or its assigns without the consent of the Effective Date Assignee or its assigns;”

(uu)Section 10.13 (Confidentiality) is hereby amended by adding the following at the end of such section:

“Notwithstanding anything to the contrary contained in this Agreement, the other Loan Documents or any other agreements previously entered into or to be entered into by and between the Borrower and one or more of the Lenders, the Borrower hereby consents to the disclosure by any Lender of information (the “Investment Information”) about the Borrower and the Loans, which Investment Information shall be limited to: (i) the Borrower’s name and address; (ii) the nature of the Borrower’s business; (ii) the title, class, percentage of class, and value of the Loans; (iv) the amount and general terms of the Loans; (v) such Lender’s relationship to the Borrower; and (vi) any other information disclosed to rating agencies in connection with syndication of the Loans or otherwise, or to any lender in connection with any other credit facility of such Lender provided, however, that in the event that a Lender files a registration statement (the “Registration Statement”) under the Securities Act of 1933 and/or is required to file certain reports (the “Reports”) under the Exchange Act, the term “Investment Information” as used herein shall include any other information about the Borrower or the Loans required by law to be included in the Registration Statement and/or the Reports.”

(vv)Schedule 4.14 (Material Indebtedness) is hereby amended [in its entirety in the form of the disclosures set forth in Exhibit A attached hereto and made a part hereof]  / [by adding thereto the disclosures set forth in Exhibit A attached hereto and made a part hereof]

3.Amendment to Series A Incremental Term Loan Agreement.  Effective upon the satisfaction of the conditions set forth in Section 5, the Credit Parties, the Series A Incremental Lenders, and the Agents agree that the Series A Incremental Term Loan Agreement is hereby amended by adding the following to the end of the chart in Section 2.3 thereof (Repayment of Series A Incremental Term Loans):

June 30, 2009	$	62,500
September 30, 2009	$	62,500
December 31, 2009	$	62,500

4.No Default; Representations and Warranties, etc.  The Credit Parties hereby confirm that: (a) the representations and warranties of the Credit Parties contained in Article 4 of the Credit Agreement are true on and as of the date hereof as if made on such date; (b) the Credit Parties are in compliance in all material respects with all of the terms and provisions set forth in the Credit Agreement on their part to be observed or performed thereunder; and (c) after giving effect to this Amendment, no Event of Default, nor any event which with the giving of notice or expiration of any applicable grace period or both would constitute such an Event of Default, shall have occurred and be continuing.

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5.Conditions to this Amendment.  This Amendment shall not become effective until the date on which each of the following conditions is satisfied or waived in writing by all of the Revolving Credit Lenders:

(a)Counterparts of Amendment.  The Administrative Agent shall have received from the Credit Parties and all of the Lenders either (i) a counterpart of this Amendment signed on behalf of such Lenders or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such parties have signed counterparts of this Amendment.

(b)Note Repurchase Loans.

(i)The Borrower shall have consummated the Note Repurchase Loans in accordance with the terms and conditions of the Second Lien Loan Documents or the fulfillment of any such conditions shall have been waived provided, that the consent of the Administrative Agent shall be required for any material waiver of any provision of such agreement;

(ii)The Borrower shall have consummated in all material respects the Note Repurchase Loans in an aggregate principal amount of not more than $10,000,000 including the funding of the initial loans thereon under the Second Lien Loan Documents in such amounts, and the repurchase or exchange of the Senior Subordinated Notes with the proceeds of the Note Repurchase Loans shall have been consummated; and

(iii)the Administrative Agent shall have received copies of all instruments and agreements and legal opinions (and shall be entitled to rely thereon) relating to the Note Repurchase Loans and the same shall be reasonably satisfactory to the Administrative Agent and shall be in full force and effect and shall not have been amended, modified or supplemented in any material respect.

(c)Second Lien Subordination Agreement.  The Administrative Agent, the holders of the Note Repurchase Loans and the Borrower shall have entered into the Second Lien Subordination Agreement, in form and substance satisfactory to the Administrative Agent, with respect to the Note Repurchase Loans.

(d)Certificate of Incurrence of Indebtedness.  The Administrative Agent shall have received a certificate of a Financial Officer of the Borrower, in form and detail satisfactory to the Administrative Agent, certifying that the incurrence of the Note Repurchase Loans and the Series B Incremental Term Loans are permitted by the terms of the Senior Subordinated Notes Indenture and the Holding Company Notes Indenture.

(e)Effective Date Assignments.  Immediately after the investment and prepayment of the Term Loans described in Section 5(i), an assignee acceptable to the Administrative Agent (the “Effective Date Assignee”), shall have acquired by assignment from current holders, pursuant to the terms of Section 10.4 of the Credit Agreement, not less than $15,000,000 in principal amount of existing Term Loans and shall have entered into an agreement with the Administrative Agent, for the benefit of the Lenders, with respect to any Loans held by the Effective Date Assignee.

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(f)Effective Date Refunding Payments.  The Administrative Agent, for the benefit of the Lenders, shall have received on the Tenth Amendment Date an optional prepayment in an aggregate principal amount not less than $3,000,000 on the Revolving Credit Loans.

(g)Incremental Term Loans.  The Administrative Agent shall have received satisfactory evidence of the Borrower’s receipt of not less than $1,000,000 in proceeds from a $1,000,000 Incremental Term Loan acquired by the Effective Date Assignee pursuant to an Incremental Term Loan Agreement, satisfactory in form and substance to the Administrative Agent and the proceeds of such Incremental Term Loans shall have been applied to the payment of the fees and expenses of the transactions described in this Amendment.

(h)Stephen Adams Limited Guaranty.  The Administrative Agent shall have received from Stephen Adams an executed limited guaranty agreement, in form and substance satisfactory to the Administrative Agent, providing for a limited guaranty covering the following:  (i) not in excess of $15,000,000 for the two $7,500,000 principal payments required pursuant to Section 2.9(b) of the Credit Agreement, and (ii) cash interest payments on $16,000,000 in aggregate principal amount of the Term Loans.  Such limited guaranty shall also contain a commitment from Mr. Adams to make the loans described in Sections 7.1(i) and (j) of the Credit Agreement or to cause such loans to be made by an Adams Party.

(i)Stephen Adams Investment.  The Administrative Agent shall have received satisfactory evidence of the investment by Stephen Adams, indirectly through the Holding Company, in the equity (other than Disqualified Stock (as defined in Section 6(a) below)) of the Borrower in an amount not less than $8,500,000 and the Borrower shall have applied $500,000 of the proceeds of such investment to fees and expenses of the transactions described herein and applied the remaining amount of such investment to prepay the Term Loans notwithstanding any contrary percentage or any baskets described in Section 2.10(b)(ii) of the Credit Agreement and the terms and conditions of such investment shall be in form and substance satisfactory to the Administrative Agent.

(j)Financial Statements.  The Borrower shall have submitted to the Administrative Agent the audited financial statements as described in Section 6.1(a) of the Credit Agreement together with an opinion of its independent accountants without a “going concern” exception and shall promptly file such financial statements with the Securities and Exchange Commission.

(k)Opinion. The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Date) of Kaplan, Strangis and Kaplan, P.A., counsel to the Credit Parties, which opinion shall be in form and substance satisfactory to the Administrative Agent and covering such matters relating to the Credit Parties, this Amendment and the Transactions as the Required Lenders shall request (and each Credit Party hereby requests such counsel to deliver such opinion).

(l)Other Documents.  The Administrative Agent shall have received such other documents as any Agent or Special Counsel shall have reasonably requested.

(m)Expenses.  The Administrative Agent shall have received for the benefit of the Lenders (other than the Effective Date Assignee) an amendment fee in the amount of 1.00% of the outstanding amount of the Loans and Commitments (after giving effect to the prepayments described herein and after giving effect to the assignment of Loans to the Effective Date Assignee by excluding from such total outstanding Loans and Commitments for the purposes of calculating such fee, the Loans assigned to the Effective Date Assignee) and all other fees and

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amounts due and payable on or prior to the date hereof, including, to the extent invoiced, all reasonable expenses, including legal fees and disbursements incurred by the Administrative Agent in connection with this Amendment and the transactions contemplated hereby and the reimbursement or payment of all other out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement.

6.Covenants and Assignments.

(a)Camping World Financing.  The Borrower shall use its best efforts to consummate one of the following (each a “Camping World Financing”) not later than September 15, 2009 (i) the Camping World Credit Facility in accordance with the terms and conditions of the Camping World Credit Agreement or another credit facility on terms that are not less favorable than the Camping World Credit Facility providing for commitments of not more than $35,000,000 and funding of the initial loans thereunder in an amount not less than $18,500,000; and the Administrative Agent shall have received copies of all instruments and agreements and legal opinions (and shall be entitled to rely thereon) relating to the Camping World Credit Facility and the same shall be reasonably satisfactory to the Required Lenders or (ii) the consummation of an equity offering (other than an offering of Disqualified Stock) of the Camping World Entities for net proceeds not less than $18,500,000; and the Administrative Agent shall have received copies of all instruments and agreements and legal opinions (and shall be entitled to rely thereon) relating thereto and the same shall be reasonably satisfactory to the Required Lenders.  Notwithstanding the preceding sentence or anything herein to the contrary, the Liens of the Lenders in the Collateral shall not be subordinated to any lien or other security interest in favor of any lender under a Camping World Financing if the outstanding proceeds of the loans under such Camping World Financing applied to prepay Loans are less than $18,500,000, without the consent of the Lenders having Loans, LC  Exposure, and unused Commitments representing more than 75% of the sum of the total Loans, LC Exposure and unused Commitments at such time.  Upon consummation of a Camping World Financing, the Loans shall be promptly prepaid in an amount not less than the greater of $18,500,000 or the Net Cash Payments of the Camping World Financing pursuant to Section 2.10(b)(ii) of the Credit Agreement.  For purposes of this paragraph, “Disqualified Stock” means any capital stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the first anniversary of the Revolving Credit Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any capital stock referred to in (a) above, in each case at any time on or prior to the first anniversary of the Revolving Credit Maturity Date, (c) which provides for payment of cash dividends prior to the Revolving Credit Maturity Date or (d) contains any mandatory repurchase obligation which may come into effect prior to payment in full of all Loans and other obligations of the Credit Parties under the Loan Documents; provided that any capital stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such capital stock is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such capital stock upon the occurrence of a change in control or an asset sale occurring prior to the first anniversary of the Revolving Credit Maturity Date shall not constitute Disqualified Stock if such capital stock provides that the issuer thereof will not redeem any such capital stock pursuant to such provisions prior to 91 days following the repayment in full of the Loans.

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(b)Camping World Subordination Agreement.  In connection with the consummation of the Camping World Credit Facility, if any, the Lenders hereby authorize the Administrative Agent to, and agree that the Administrative Agent may, enter into the Camping World Subordination Agreement with the Camping World Lenders and the Camping World Entities pursuant to which the Liens of the Administrative Agent for the benefit of the Lenders on the equity and assets of the Camping World Entities shall be subordinated only to the Liens securing the Camping World Lenders for the Camping World Credit Facility containing such terms as shall be satisfactory in form and substance to the Required Lenders.

(c)Financial Advisor.  The Administrative Agent, for the benefit of the Lenders shall engage, and may continue to retain, at the sole cost and expense of the Borrower, at all times and until the later to occur of the Revolving Credit Maturity Date or the Term Loan Maturity Date, a financial advisor for the benefit of the Lenders (the “Financial Advisor”).  The Credit Parties agree that the Financial Advisor may visit and inspect their properties, examine and make extracts of books and records and discuss their affairs, finances and condition with their officers and independent accountants.

(d)Control Agreements.  Not later than 90 days after the Tenth Amendment Date (unless such time period is extended by the Administrative Agent), the Credit Parties shall deliver to the Administrative Agent fully executed deposit control agreements, in form and substance satisfactory to the Administrative Agent, granting to the Administrative Agent “control” (as such term is used in Article 9 of the UCC) over the primary bank accounts of the Credit Parties as determined by the Administrative Agent.

(e)Effective Date Assignments.

1.Subject to the satisfaction of the conditions set forth in Section 5 and effective immediately after the investment and prepayment described in Section 5(i) (the “Effective Time”), each Lender hereby irrevocably sells and assigns to the Effective Date Assignee without recourse to such Lender, and the Effective Date Assignee hereby irrevocably purchases and assumes from each such Lender without recourse to such Lender, as of the date hereof, an interest (each an “Assigned Interest”) in and to such Lender’s pro rata share of $15,000,000 aggregate principal amount of the Term Loans and the rights and obligations under the Credit Agreement with respect thereto (the “Assigned Facilities”).  After the consummation of such assignment the Effective Date Assignee shall be the holder of $15,000,000 aggregate principal amount of Term Loans from the assignment of the Assigned Interests

2.Each Lender (i) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that it has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Credit Parties or the Holding Company or any other obligation or the performance or observance by the Credit Parties or the Holding Company or any other obligor of any of their respective obligations under the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (iii) attaches the promissory note or notes held by it evidencing the Assigned Facility or Facilities and requests that the Administrative Agent exchange such

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promissory note(s) for new promissory note(s) payable to any assigning Lender (if such assigning Lender has retained any interest in the Assigned Facilities) and new promissory note(s) payable to the Effective Date Assignee in the respective amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Time).

(f)Consent to Assignment. In accordance with Section 10.4(e) of the Credit Agreement, each Lender hereby approves assignments of interests in Loans being made on or about the Tenth Amendment Date to GSF Funding, LLC, a Delaware limited liability company (“GSF”); provided, that GSF shall have entered into an agreement with the Administrative Agent, for the benefit of the Lenders, with respect to any Loans held by GF in substantially the same form as the agreement entered into by the Effective Date Assignee and the Administrative Agent in accordance with Section 5(b)(e) hereof.

3.The Effective Date Assignee (i) represents and warrants that it is legally authorized to enter into this Amendment; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.4 thereof, the financial statements delivered pursuant to Section 6.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the promissory note(s) or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (v) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States of America, its obligation pursuant to Section 2.16(e) of the Credit Agreement to deliver the forms prescribed by the Internal Revenue Service of the United States certifying as to the Effective Date Assignee’s exemption from United States withholding taxes with respect to all payments to be made to the Effective Date Assignee under the Credit Agreement, or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty.

4.This Amendment will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent pursuant to Section 10.4 of the Credit Agreement, effective as of the Effective Time.

5.Upon such acceptance and recording, from and after the Effective Time, the Administrative Agent shall make all payments in respect of each Assigned Interest (including payments of principal, interest, fees and other amounts) to the Effective Date Assignee that accrue subsequent to the Effective Time.

6.From and after the Effective Time, (i) the Effective Date Assignee shall be a party to the Credit Agreement and, to the extent provided herein, have the rights and obligations of a Lender thereunder and under its promissory note(s) and shall be bound by the provisions thereof and (ii) each Lender shall, to the extent provided in this Amendment, relinquish its rights

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and be released from its obligations under the Credit Agreement except as provided in Section 10.5 of the Credit Agreement and except as to any payments of interest or fees accrued prior to the Effective Time.

7.Miscellaneous.

(a)Loan Documents Effective.  Except to the extent specifically amended or waived hereby, the Credit Agreement, the Loan Documents and all related documents shall remain in full force and effect.  Whenever the terms or sections amended hereby shall be referred to in the Credit Agreement, Loan Documents or such other documents (whether directly or by incorporation into other defined terms), such defined terms shall be deemed to refer to those terms or sections as amended by this Amendment.  Nothing herein shall be deemed to constitute a modification, amendment or waiver of any other term or condition of the Credit Agreement.

(b)Acknowledgement of Perfection of Security Interests.  Each Credit Party hereby acknowledges that, as of the date hereof, the security interests and Liens granted to the Administrative Agent and the Lenders under the Credit Agreement and the Loan Documents are in full force and effect, are properly perfected and are enforceable in accordance with the terms of the Credit Agreement and the other Loan Documents.

(c)Further Assurances.  Upon request from the Administrative Agent, the Credit Parties hereby agree to execute such amendments, supplements or modifications to the Collateral Documents to account for the transactions contemplated by this Amendment.

(d)Counterparts.  This Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but all counterparts shall together constitute one instrument.

(e)Governing Law.  This Amendment shall be governed by the laws of the Commonwealth of Massachusetts and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

8.Release of Cash Collateral.  Effective upon the satisfaction of the conditions set forth in Section 5, Lenders hereby irrevocably authorize Administrative Agent to release, and Issuing Lenders hereby agree to release and promptly return, the cash collateral in the amount of $7.84 million deposited by Borrower and held by Issuing Lenders in accordance with Section 2.4(c)(ii)(1) of the Credit Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment which shall be deemed to be a sealed instrument as of the date first above written.

BORROWER
AFFINITY GROUP, INC.
By:	/s/ Thomas F. Wolfe
	Name:	Thomas F. Wolfe
	Title:	Chief Financial Officer
SUBSIDIARIES/GUARANTORS
AFFINITY ADVERTISING, LP
By:	VBI, INC., its General Partner
By:	/s/ Thomas F. Wolfe
	Name:	Thomas F. Wolfe
	Title:	Chief Financial Officer
AFFINITY BROKERAGE, INC.
AFFINITY ROAD AND TRAVEL CLUB, INC.
AGI PRODUCTIONS, INC.
ARU, INC.
CAMP COAST TO COAST, INC.
CAMPING REALTY, INC.
CAMPING WORLD, INC.
CAMPING WORLD INSURANCE SERVICES OF NEVADA, INC.
CAMPING WORLD INSURANCE SERVICES OF TEXAS, INC.
COAST MARKETING GROUP, INC.
CWI, INC.
CW MICHIGAN, INC.
EHLERT PUBLISHING GROUP, INC.
GOLF CARD INTERNATIONAL CORP.
GOLF CARD RESORT SERVICES, INC.
GSS ENTERPRISES, INC.
POWER SPORTS MEDIA, INC.
TL ENTERPRISES, INC.
VBI, INC.
By:	/s/ Thomas F. Wolfe
	Name:	Thomas F. Wolfe
	Title:	Chief Financial Officer

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AGREEMENT OF HOLDING COMPANY AND

RATIFICATION OF NONRECOURSE GUARANTY

The undersigned hereby agrees to the provisions of Section 2 above and as guarantor hereby acknowledges and consents to the foregoing Amendment as of the date hereof, and agrees that the Amended and Restated Nonrecourse Guaranty and Pledge Agreement dated as of March 24, 2005 (as amended, supplemented or otherwise modified) remains in full force and effect, and the undersigned confirms and ratifies all of its obligations thereunder.

AFFINITY GROUP HOLDING INC.
By:	/s/ Thomas F. Wolfe
	Name:	Thomas F. Wolfe
	Title:	Chief Financial Officer
ADMINISTRATIVE AGENT and
ISSUING LENDER
CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent and
Issuing Lender
By:	/s/ Michael J. Gewirtz
	Name:	Michael J. Gewirtz
	Title:	Executive Director

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EX-10.32

Exhibit 10.32

SECOND LIEN

NOTE PURCHASE AGREEMENT

SECOND LIEN NOTE PURCHASE AGREEMENT dated as of June 5, 2009 among AFFINITY GROUP, INC., THE GUARANTORS PARTY HERETO, THE ADMINISTRATIVE AGENT and THE NOTE PURCHASERS PARTY HERETO.

The parties hereto agree as follows:

ARTICLE I
Definitions

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

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

“Additional Mortgage” has the meaning assigned to such term in Section 6.13(b)(i).

“Additional Mortgage Policies” has the meaning assigned to such term in Section 6.13(b)(vi).

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

“Adams Party” means Stephen Adams, his wife, his children, his grandchildren, and trusts of which he, his wife, his children and his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s).

“Administrative Agent” means New York Life Investment Management LLC in its capacity as Administrative Agent for the Purchasers hereunder, and shall include any successor to the Administrative Agent appointed pursuant to Section 9.6.

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

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

“Agent” means the Administrative Agent.

“Agreement” means this Credit Agreement, as amended, supplemented or otherwise modified from time to time.

“Applicable Percentage” means with respect to any Purchaser in respect of any indemnity claim under Section 10.3(c) arising out of an action or omission of the Administrative Agent under this Agreement, the percentage of the total Notes hereunder represented by the aggregate amount of such Purchaser’s Notes hereunder.

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

“Asset Sale” has the meaning given to that term in the FRH Preferred.

“Assignment and Acceptance” means an assignment and acceptance entered into by a Purchaser and an assignee (with the consent of any party whose consent is required by Section 10.4), and accepted by the Administrative Agent, or any other form approved by the Administrative Agent.

“Basic Documents” means the Note Documents, the First Lien Loan Documents, the Senior Subordinated Note Indenture, the Senior Subordinated Notes, and any related agreement.

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

“Bond Purchase Agreement” has the meaning given to that term in Section 5.1(c) hereof.

“Borrower” means Affinity Group, Inc., a Delaware corporation.

“Borrowing” means the issuance of a Note or Notes under this Agreement.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

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

“Camping World Credit Agreement” means the credit agreement among the Camping World Entities and the Camping World Purchasers, with such terms and conditions as shall be satisfactory in form and substance to the First Lien Administrative Agent.

“Camping World Credit Facility” means an asset-based credit facility established pursuant to the Camping World Credit Agreement having market terms and conditions

as determined by the First Lien Administrative Agent, secured by a first lien on the equity and assets of the Camping World Entities and providing aggregate revolving credit commitments not less than $18,000,000 and not in excess of $38,500,000.

“Camping World Entities” means CWI, Inc., Camping World, Inc. and their Subsidiaries.

“Camping World Financing” means (i) the Camping World Credit Facility in accordance with the terms and conditions of the Camping World Credit Agreement or another credit facility on terms that are not less favorable than the Camping World Credit Facility providing for commitments of not more than $38,500,000 and funding of the initial Notes thereunder in an amount not less than $16,650,000, or (ii) the consummation of an equity offering (other than an offering of Disqualified Stock) of the Camping World Entities for net proceeds not less than $16,650,000.

“Camping World Purchasers” means the holders of the indebtedness under the Camping World Credit Facility and any agents for such Purchasers.

“Camping World Subordination Agreement” means the Subordination and Intercreditor Agreement to be executed and delivered by all of the Camping World Entities, the Administrative Agent, the First Lien Administrative Agent and the Camping World Purchasers, as such agreement may be amended, supplemented or otherwise modified from time to time, in form and substance satisfactory to the Required Purchasers.

“Capital Expenditures” means, for any period, (A) the sum for the Credit Parties (determined on a consolidated basis without duplication in accordance with GAAP of the aggregate amount of expenditures (including the aggregate amount of Capital Lease Obligations incurred during such period) made to acquire or construct fixed assets, plant and equipment (including renewals, improvements and replacements, but excluding repairs) during such period computed in accordance with GAAP; provided that such term shall not include any such expenditures in connection with any replacement or repair of Property affected by a Casualty Event minus (B) any Net Cash Payments from a Disposition permitted hereunder (other than a Sale-Leaseback Transaction) reinvested pursuant to Section 2.4(b)(iii) not in excess of the aggregate amount of Capital Expenditures previously made in respect of assets subject to such Disposition.  Notwithstanding the foregoing, the purchase price of any Acquisition shall not be deemed a “Capital Expenditure” for purposes hereof.

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

“Cash Equivalents” means, as at any date of determination, (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government, (b) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after such date; (ii) marketable direct

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

“Cash Interest Expense” means, for any period, the sum, for the Credit Parties (determined on a consolidated basis without duplication in accordance with GAAP) of the following: (a) all interest in respect of Indebtedness actually paid during such period plus (b) the amount of Restricted Junior Payments made to the Holding Company pursuant to Section 7.6(a) during such period unless such Restricted Junior Payment is made with the proceeds of distributions or other payments made by FRH to CWFR in respect of the FRH Preferred Equity Interest and is subsequently distributed by CWFR to the Borrower plus (c) the net amounts paid in cash under Hedging Agreements during such period including, fees, but excluding legal fees and other similar transaction costs and payments made in cash by reason of the early termination of Hedging Agreements in effect on the Effective Date plus (d) all fees, including letter of credit fees and expenses, paid hereunder after the Effective Date but excluding all fees, commissions and expenses (including reimbursement of legal fees and similar transaction costs) paid on the Effective Date in respect of this Agreement.  Notwithstanding anything contained in the foregoing which may be to the contrary, consent fees, waiver fees, deferred financing costs or intangible assets which are paid or are written off as a consequence of the waiver, amendment, repayment and discharge of Indebtedness shall not be included in Cash Interest Expense.

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

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

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

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

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

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

“Commitment” means, with respect to each Note Purchaser, the agreement of such Note Purchaser to purchase Notes hereunder.  The aggregate original amount of the Commitments is $9,716,666.67.

“Compliance Certificate” means a certificate signed by a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 7.9, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 4.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

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

“Consolidated Fixed Charges Ratio” means, as at any date, the ratio of (a) the total of (i) EBITDA for the period of four consecutive fiscal quarters ending on or most recently ended prior to such date minus (ii) the aggregate amount of all Non-Financed Capital Expenditures made during such period plus (iii) any increase in Deferred Revenues during such period minus (iv) any decrease in Deferred Revenues during such period, to (b) the sum for the Credit Parties (determined on a consolidated basis

without duplication in accordance with GAAP) of the following: (i) Cash Interest Expense for such period, plus (ii) all regularly scheduled payments of principal on any Indebtedness (including the Term Loans and the principal component of any payments in respect of Capital Lease Obligations, but excluding (x) any prepayments pursuant to Section 2.4 (y) any Senior Principal Refunding Payments and (z) the Hedging Agreement settlement payment made on the Effective Date in an aggregate amount not to exceed $2,600,000) for such period plus (iii) the aggregate amount paid, or required to be paid (without duplication as between fiscal periods), in cash in respect of income, franchise and other like taxes (excluding real estate taxes) for such period (to the extent not deducted in determining EBITDA for such period) (but excluding any accrued tax liability not paid in cash resulting from the election by the Borrower to be treated as an “S Corporation” under the Code or from the election by the Borrower to treat any of the Guarantors as “Qualified Subchapter S Subsidiaries” under the Code) plus (iv) Permitted Tax Distributions to the extent paid in cash during such period plus (v) any payments in respect of deferred compensation to the extent paid in cash during such period but excluding any payments in respect of Phantom Stock Agreements.

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

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

“Consolidated Total Leverage Ratio” means, as at any date, the ratio of (a) the Indebtedness of the Credit Parties excluding amounts described in clauses (d) and (g) of the definition of “Indebtedness” (determined on a consolidated basis without duplication in accordance with GAAP), including Subordinated Indebtedness, minus cash and Cash Equivalents held by such Credit Parties on such date to the extent to such cash and Cash Equivalents are unrestricted and available for the payment of the debts of the Credit Parties in an aggregate amount not in excess of the sum of $10,000,000 plus cash collateral held by the Issuing Lender (as defined in the First Lien Credit Agreement) pursuant to the terms of the First Lien Credit Agreement to (b) EBITDA for the period of four consecutive fiscal quarters ending on or most recently ended prior to such date.

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

“Credit Parties” means (a) the Borrower and (b) its Subsidiaries other than CWFR.

“CWFR” means CWFR Capital Corp., a Wholly Owned Subsidiary of CWI, Inc.

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

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

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

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

“EBITDA” means, for any period, operating income for the Credit Parties (determined on a consolidated basis without duplication in accordance with GAAP) for such period plus (to the extent deducted in computing operating income) (a) income, franchise and other like taxes (excluding real estate taxes) expensed during such period, interest, depreciation, amortization and other write-offs of intangible assets such as goodwill and any other non-cash income or charges expensed for such period (including such charges in respect of Phantom Stock Accruals) and (except to the extent received or paid in cash by the Credit Parties) income or loss attributable to equity in Affiliates for such period), excluding from the calculation of such operating income any extraordinary and unusual gains or losses during such period and excluding from the calculation of such operating income the income or loss from any Casualty Events and Dispositions.  Notwithstanding the foregoing which may be to the contrary, amounts accrued or paid as consent fees, waiver fees, deferred financing costs or intangible assets which are written off as a consequence of the waiver, amendment, repayment or discharge of Indebtedness under the Credit Agreement and, commencing with the fiscal year ending December 31, 2009, any costs, expenses or payments made in connection with termination of employees, shall not be deducted in determining operating income, provided, however, that during the term of this Agreement, the aggregate amount (on a cumulative basis) of costs, expenses or payments in connection with the termination of employees not deducted from operating income pursuant to this sentence shall not exceed $1,500,000 in the aggregate.

Notwithstanding the foregoing, if during any period for which EBITDA is being determined, any Credit Party shall have consummated any Acquisition and (if such acquisition is a stock or other equity Acquisition) the company acquired in such Acquisition becomes a Subsidiary in accordance with the provisions of Section 6.10(a) then, for all purposes of this Agreement, EBITDA shall be determined on a pro forma

basis as if such Acquisition had been made or consummated on the first day of such period.

“Effective Date” means the date on which the conditions specified in Section 5.1 are satisfied (or waived in accordance with Section 10.2).

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

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

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

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

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

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

determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

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

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

“Excluded Taxes” means, with respect to the Administrative Agent, any Purchaser or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income, net worth or franchise taxes or any like taxes imposed on (or measured by) its net income or net worth by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Purchaser, in which its applicable lending office is located or in which it is taxable solely on account of some connection other than the execution, delivery or performance of this Agreement or the receipt of income hereunder, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Purchaser (other than an assignee pursuant to a request by the Borrower under Section 2.18(b)), any withholding tax that is imposed on amounts payable to such Foreign Purchaser at the time such Foreign Purchaser becomes a party to this Agreement or is attributable to such Foreign Purchaser’s failure or inability to comply with Section 2.16(e), except to the extent that such Foreign Purchaser’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.16(a).

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

“First Lien Administrative Agent” means the Administrative Agent under the First Lien Credit Agreement.

“First Lien Credit Agreement” means the First Lien Credit Agreement, dated as of June 24, 2003, as amended by the First Amendment to Credit Agreement dated as of February 18, 2004, the Second Amendment to Credit Agreement dated as of June 30, 2004, the Third Amendment to Credit Agreement dated as of November 12, 2004, the Fourth Amendment to Credit Agreement dated as of March 24, 2005, the Fifth Amendment to Credit Agreement dated as of November 13, 2005, the Sixth Amendment to Credit Agreement dated as of March 3, 2006, the Seventh Amendment to Credit Agreement dated as of June 8, 2006, the Eighth Amendment to Credit Agreement dated as of February 27, 2007, the Ninth Amendment to Credit Agreement dated as of September 8, 2008, and the Tenth Amendment to Credit Agreement dated as of the Effective Date among the Borrower, the guarantors party thereto, the First Lien Purchaser, Canadian Imperial Bank of Commerce, as Syndication Agent and Administrative Agent, and General Electric Capital Corporation, as Documentation Agent.

“First Lien Lenders” means the Lenders under the First Lien Credit Agreement.

“First Lien Loan Documents” means, collectively, the First Lien Credit Agreement and each other “Loan Document” as defined in the First Lien Credit Agreement.

“First Lien Loan” means the loans made and letters of credits issued by the First Lien Lenders to the Borrower pursuant to the First Lien Credit Agreement.

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

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

“FRH” means FreedomRoads Holding Company, LLC, a Minnesota limited liability company, all the common equity of which is held by the Stephen Adams Trust and certain minority holders and all the preferred equity of which is held by CWFR.

“FRH Preferred” means the rights and preferences of the preferred membership interest in FRH as adopted by the Board of Governors of FRH on the date of issuance of the Holding Company Notes.

“FRH Preferred Equity Interest” means the membership interest in FRH having the rights and preferences of the FRH Preferred.

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

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

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

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

“Guarantors” means the Subsidiaries of the Borrower.

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

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

“Holding Company” means Affinity Group Holding, Inc., a Delaware corporation which holds all the outstanding capital stock of the Borrower.

“Holding Company Collateral Documents” means the Nonrecourse Guaranty and Pledge Agreement executed and delivered by the Holding Company on the Effective Date, as such agreement may be amended, supplemented or otherwise modified from time to time.

“Holding Company Notes” means the Holding Company’s unsecured Senior Notes due 2012 issued pursuant to the Holding Company Notes Indenture in an aggregate principal amount not in excess of the principal amount of the Holding Company Notes issued on the date of initial issuance of the Holding Company Notes (plus any paid in kind interest) which notes are not guaranteed by any of the Credit Parties.

“Holding Company Notes Indenture” means the Indenture dated as of March 24, 2005 between the Holding Company and The Bank of New York, as Trustee, as supplemented or amended from time to time but excluding any supplement or amendment which increases the interest rate or any premium applicable to the Holding Company Notes, increases the principal amount outstanding of the Holding Company Notes or creates sinking fund or other principal payment or offer to purchase requirements.

“Indebtedness” means, for any Person: without duplication (a) obligations created, issued or incurred by such Person for borrowed money (whether by Note, advance, the issuance and sale of debt securities or the sale of Property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such Property from such Person); (b) obligations of such Person to pay the deferred purchase or acquisition price of Property or services (other than Phantom Stock Accruals), other than trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business so long as such trade accounts are payable within 120 days of the date the respective goods are delivered or the respective services are rendered; (c) Capital Lease Obligations of such Person; (d) obligations of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for the account of such Person; (e) Indebtedness of others secured by a Lien on the Property of such Person, whether or not the respective indebtedness so secured has been assumed by such Person; (f) Indebtedness of others Guaranteed by such Person; and (g) obligations under Hedging Agreements (and for purposes hereof, the amount of Indebtedness under a Hedging

Agreement shall be deemed to be equal to the aggregate maximum contingent amount or potential liability under such Hedging Agreement).  The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

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

“Intercreditor Agreement” means the Intercreditor Agreement executed and delivered by the Borrower, Canadian Imperial Bank of Commerce, as First Lien Administrative Agent, and the Purchasers on the Effective Date, as such agreement may be amended, supplemented or otherwise modified from time to time.

“Interest Payment Date” means each Quarterly Date.

“Interest Period” means the period commencing on either (x) the date of a Borrowing and ending on next succeeding Quarterly Date or (y) a Quarterly Date and ending on the next Succeeding Quarterly Date.

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

“IP Collateral” means, collectively, the Collateral under the Trademark Security Agreement.

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

“Leasehold Property” means any leasehold interest of any Credit Party as lessee under any lease of real property.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital

lease or title retention agreement (other than an operating lease) (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Liquidation Payment” has the meaning given to that term in the FRH Preferred and includes any payment made on account of the FRH Preferred Equity Interest as a result of a redemption made pursuant to Section 5 of the FRH Preferred.

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

“Material Indebtedness” means Indebtedness (other than the Notes), or obligations in respect of one or more Hedging Agreements, of any one or more of the Credit Parties in an aggregate principal amount exceeding $1,500,000.  For purposes of determining Material Indebtedness, the “principal amount” of the obligations of any Person in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Person would be required to pay if such Hedging Agreement were terminated at such time.

“Material Leasehold Property” means a Leasehold Property which is of material value as Collateral or of material importance to the operations of the Credit Parties after weighing the value of such property as additional Collateral against the costs and expenses associated with satisfying the requirements of Section 6.13.

“Maturity Date” means July 31, 2010.

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

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Cash Payments” means,

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

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

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

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

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

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

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

“Notes” means the notes issued pursuant to this Agreement.

“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with

respect to, this Agreement and the other Note Documents, provided that there shall be excluded from “Other Taxes” all Excluded Taxes.

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

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

“Permitted Investments” means:

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

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

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

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

“Permitted Tax Distributions” means, for so long as the Borrower is an “S corporation” or a substantially similar pass-through entity for federal income tax purposes, distributions to the Holding Company (or any successor entity or other entity that owns, directly or indirectly, all of the outstanding common stock of the Borrower) in respect of any fiscal year equal to the amount based on reasonable estimates, of federal, state and local income taxes that the Borrower would be required to pay with respect to such fiscal year calculated as if, for such fiscal year, the Borrower were treated as a “C corporation” domiciled in the State of California rather than as an “S corporation”, and assuming further, solely for the purpose of the tax calculation herein, that any and all Restricted Junior Payments made by the Borrower pursuant to Section 7.6(a)(i) or the interest component of any and all Restricted Junior Payments made by the Borrower pursuant to Section 7.6(a)(iii)(A) shall be deemed to be payments of interest by the Borrower (for avoidance of doubt, any amounts accrued in respect of interest on the Holding Company Notes (but not paid in cash) shall not be treated as payable by the Borrower).

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

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

“Phantom Stock Agreements” means the phantom stock agreements referred to in the definition of Phantom Stock Accruals and described in Schedule 4.14 annexed hereto.

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

“Pledge Agreement” means the Pledge Agreement executed and delivered by all of the Credit Parties on the Effective Date and thereafter in accordance with Section 6.10, as such agreement may be amended, supplemented or otherwise modified from time to time.

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

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

“Purchasers” means the Persons listed on Schedule 2.1 and any other Person that shall have become a party hereto pursuant to an Assignment and Acceptance, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Acceptance.

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

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

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

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

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

“Required Purchasers” means, at any time, Purchasers having Notes representing more than 50% of the sum of the total Notes at such time.

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

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

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

“Security Agreement” means the Security Agreement executed and delivered by all of the Credit Parties on the Effective Date and thereafter in accordance with Section 6.10, as such agreement may be amended, supplemented or otherwise modified from time to time.

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

“Senior Principal Refunding Payment” has the meaning assigned to such term in the First Lien Credit Agreement.

“Senior Subordinated Notes” means the Borrower’s 9.00% Senior Subordinated Notes due 2012, including any Additional Notes and Exchange Notes (as each such

term is defined in the Senior Subordinated Note Indenture) with an aggregate initial principal amount equal to $200,000,000, in each case as issued pursuant to the Senior Subordinated Note Indenture, as amended, supplemented or otherwise modified in accordance with the restrictions of Section 7.12.

“Senior Subordinated Note Indenture” means that certain Indenture dated as of February 18, 2004 among the Borrower, the guarantors party thereto and The Bank of New York, as trustee, as amended, supplemented or otherwise modified in accordance with the restrictions of Section 7.12.

“Subordinated Indebtedness” means (a) the Senior Subordinated Notes and (b) any Indebtedness of any Credit Party which matures in its entirety later than the Notes and by its terms (or by the terms of the instrument under which it is outstanding and to which appropriate reference is made in the instrument evidencing such Subordinated Indebtedness) is made subordinate and junior in right of payment to the Notes and to such Credit Party’s other obligations to the Purchasers hereunder by provisions reasonably satisfactory in form and substance to the Administrative Agent.

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

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

“Trademark Security Agreement” means the Trademark Security Agreement executed and delivered by all of Credit Parties on the Effective Date and thereafter in accordance with Section 6.10, as such agreement may be amended, supplemented or otherwise modified from time to time.

“Transactions” means (a) with respect to the Borrower, the execution, delivery and performance by the Borrower of the Note Documents to which it is a party, the issuance of the Notes and the use of the proceeds thereof and (b) with respect to any Credit Party (other than the Borrower), the execution, delivery and performance by such Credit Party of the Basic Documents to which it is a party.

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

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

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

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

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

1.2Terms Generally.  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to have the same meaning and effect as the word “shall”.  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.  References in Articles VI and VII in respect of the affirmative and negative covenants to be performed by the Credit Parties shall be interpreted to mean, with respect to Article VI, that the Borrower will, and will cause each of its Subsidiaries to comply with such covenant, and, with respect to Article VII, that the Borrower will not, and will not permit any of its Subsidiaries to, violate such covenant.

1.3Accounting Terms; GAAP.  Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Purchasers request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given

before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

ARTICLE II
Purchase of Notes

2.1Funding.  On the Effective Date, the Borrower will borrow, and the Purchasers will lend to the Borrower, the aggregate principal sum of $9,716,666.67.  All such indebtedness shall be evidenced by, and is to be repaid according to the terms of, one or more Notes.  The entire principal sum of $9,716,666.67 will be advanced on the Effective Date.

2.2Repayment of Notes.  All unpaid principal amounts and accrued and unpaid interest under the Notes, and all other Obligations of the Borrower to the Purchasers due and owing hereunder shall be paid upon the earliest of (a) the date of acceleration of the Notes pursuant to Article VII, (b) the date of redemption pursuant to this Article II and (c) the Maturity Date.

2.3Interest on the Notes.  The Notes shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 days) at nine percent (9.0%) per annum (the “Interest Rate”) and interest shall be payable in accordance with, the Notes.

2.4Prepayment of the Notes.

(a)Optional Prepayments.  At any time following the First Priority Obligations Payment Date (as defined in the Intercreditor Agreement), the Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (d) of this Section 2.4; provided that each prepayment in respect of the Notes shall be in an amount that is at least equal to $1,000,000 or any greater multiple of $500,000.

(b)Mandatory Prepayments.  At any time following the First Priority Obligations Payment Date (as defined in the Intercreditor Agreement), subject to the provisions of subsection (i) below, the Borrower shall make prepayments of the Notes hereunder as follows:

(i)Casualty Events.  Upon the date 90 days following the receipt by any Credit Party of the proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event affecting any property of any Credit Party (or upon such earlier date as such Credit Party, as the case may be, shall have determined not to repair or replace the property affected by such Casualty Event), the Borrower shall prepay the Notes in an aggregate amount, if any, equal to 100% of the Net Cash Payments from such Casualty Event not theretofore applied or committed to be applied to the repair or replacement of such property (it being understood that if Net Cash Payments committed to be applied are not in fact applied within twelve months of the respective Casualty Event, then such proceeds shall be applied to the prepayment of Notes as provided in this subsection (i)

at the expiration of such twelve-month period), such prepayment and reduction to be effected in each case in the manner and to the extent specified in Section 2.4(c).

(ii)Offering of Debt or Equity.  Without limiting the obligation of the Borrower to obtain the consent of the Required Purchasers to any incurrence of Indebtedness or sale of securities not otherwise permitted hereunder, the Borrower agrees, on or prior to the closing of any sale of debt or equity securities by any Credit Party after the Effective Date, to deliver to the Administrative Agent a statement certified by a Financial Officer of the Borrower, in form and detail reasonably satisfactory to the Administrative Agent, of the estimated amount of the Net Cash Payments of such sale of securities that will (on the date of such sale of securities) be received by any Credit Party in cash and the Borrower will prepay the Notes hereunder, upon the date of such sale of securities, in an aggregate amount equal to (x) in the case of a sale of equity securities, 50% of the actual amount of the Net Cash Payments of such sale of equity securities received by any Credit Party in an aggregate amount in excess of $10,000,000 in any fiscal year, and (y) in the case of the incurrence of Indebtedness (other than Indebtedness incurred under Section 7.1(f)), 100% of the actual amount of the Net Cash Payments of such incurrence of Indebtedness received by any Credit Party, in each case, such prepayment to be effected in each case in the manner and to the extent specified in Section 2.4(c); provided that, notwithstanding the foregoing (q) in the event any Credit Party receives Net Cash Payments from the incurrence of Senior Subordinated Notes, the amount of the Notes required to be prepaid pursuant to this Section 2.4(b)(ii) shall be equal to the Holding Company Notes Borrower Refinancing Payment and (r) in the event the Holding Company receives Net Cash Payments from the incurrence of Holding Company Notes Refinancing Indebtedness, the amount of the Notes required to be prepaid pursuant to this Section 2.4(b)(ii) shall be equal to the Holding Company Notes Refinancing Payment.  Notwithstanding the foregoing to the contrary, upon the consummation of the Camping World Financing, the Borrower shall make a Senior Principal Refunding Payment (as defined in the First Lien Credit Agreement) on principal amount of the Notes hereunder in an aggregate amount not less than the greater of $18,500,000 or the Net Cash Payments of the Camping World Financing.

(iii)Sale of Assets.  Without limiting the obligation of the Borrower to obtain the consent of the Required Purchasers to any Disposition not otherwise permitted hereunder, the Borrower agrees, on or prior to the occurrence of any Disposition (other than a Sale-Leaseback Transaction) by any Credit Party, to deliver to the Administrative Agent a statement certified by a Financial Officer of the Borrower, in form and detail reasonably satisfactory to the Administrative Agent, of the estimated amount of the Net Cash Payments of such Disposition that will (on the date of such Disposition) be received by any Credit Party in cash, indicating on such certificate, whether the Borrower intends to reinvest such Net Cash Payments or will be prepaying the Notes, as hereinafter provided, and the Borrower will be obligated to either (A) reinvest such Net Cash Payments within 180 days after receipt (or, if within such 180 day period the Borrower or any Credit Party

enters into contracts related to the reinvestment of such Net Cash Payments, such longer period not to exceed 365 days after the original date of receipt of such Net Cash Payments as is contemplated by such contracts) into assets used in a line of business permitted hereunder or (B) prepay the Notes hereunder as follows:

(x)upon the date of such Disposition, or on the date (the “Reinvestment Date”) which is 180 days after such date (or such longer period not to exceed 365 days as contemplated by contracts related to the reinvestment of such Net Cash Payments) if the Borrower had indicated on the certificate delivered as hereinabove required that it intended to reinvest the Net Cash Payments of such Disposition, in an aggregate amount equal to 100% of the amount of such Net Cash Payments, to the extent received by any Credit Party in cash on the date of such Disposition or, if applicable, the Reinvestment Date to the extent of any Net Cash Payments not so reinvested; and

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

Prepayments of Notes shall be effected in each case in the manner and to the extent specified in Section 2.4(c); provided that if at the time of any such Disposition an Event of Default shall have occurred and be continuing, the Credit Parties shall not have the right to reinvest any Net Cash Payments and shall instead prepay the Notes by 100% of the amount of Net Cash Payments received from such Disposition.

Anything herein to the contrary notwithstanding, except as provided in the succeeding sentence, the Borrower shall not be required to make any

prepayment pursuant to this clause (iii) with respect to the first $10,000,000 of Net Cash Payments from any Disposition which are not reinvested pursuant to this clause (iii).  Notwithstanding the preceding sentence or anything herein to the contrary if and to the extent that any Net Cash Payments would otherwise be required to be used to repay the Senior Subordinated Notes or the Holding Company Notes or purchase or repurchase any notes issued under the Senior Subordinated Notes Indenture or the Holding Company Notes Indenture, the Borrower shall prepay the Notes as provided in clause (B) above.

(c)Application. In the event of any mandatory prepayment of Notes pursuant to subsections (b)(i) through (b)(iii) of this Section 2.4, the proceeds of such prepayment shall be applied in payment of the Notes on a pro rata basis.

(d)Notification of Prepayments.  The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder not later than 11:00 a.m., New York, New York time, three Business Days before the date of prepayment.  Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid.

2.5Taxes.

(a)Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.5) the Administrative Agent or any Purchaser (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

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

(c)The Borrower shall indemnify the Administrative Agent and each Purchaser, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.5) paid or payable by the Administrative Agent or such Purchaser, as the case may be (and any penalties, interest and reasonable expenses arising therefrom or with respect thereto during the period prior to the Borrower making the payment demanded under this paragraph (c)), whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Purchaser, or by the Administrative Agent on its own behalf or on behalf of a Purchaser, shall be conclusive absent manifest error.

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

Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

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

2.6Payments Generally: Pro Rata Treatment; Sharing of Set-Offs.

(a)The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or under Section 2.5 or otherwise) prior to 12:00 noon, New York, New York time, on the date when due, in immediately available funds, without set-off or counterclaim.  Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon.  All such payments shall be made to the Purchaser pursuant to the wire transfer instructions provided to the Borrower on the date of this Agreement or as otherwise provided from time to time by written notice to the Borrower.

ARTICLE III

Guarantee by Guarantors

3.1The Guarantee.  Each Guarantor hereby jointly and severally guarantees to each Purchaser and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Notes made by the Purchasers to the Borrower and all other amounts from time to time owing to the Purchasers or the Administrative Agent by the Borrower hereunder or under any other Note Document, and all obligations of the Borrower to any Purchaser under any Hedging Agreement or arising from or related to cash management services, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”).  Each Guarantor hereby further agrees that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, each Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

3.2Obligations Unconditional.  The obligations of each Guarantor under Section 3.1 are absolute and unconditional irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, the other Note Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations,

and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 3.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances.  Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute and unconditional as described above:

(i)at any time or from time to time, without notice to such Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(ii)any of the acts mentioned in any of the provisions hereof or of the other Note Documents or any other agreement or instrument referred to herein or therein shall be done or omitted;

(iii)the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right hereunder or under the other Note Documents or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or

(iv)any lien or security interest granted to, or in favor of, the Administrative Agent or any Purchaser or Purchasers as security for any of the Guaranteed Obligations shall fail to be perfected.

The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Purchaser exhaust any right, power or remedy or proceed against the Borrower hereunder or under the other Note Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

3.3Reinstatement.  The obligations of each Guarantor under this Article III shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each of the Guarantors agrees that it will indemnify the Administrative Agent and each Purchaser on demand for all reasonable costs and expenses (including fees and expenses of counsel) incurred by the Administrative Agent or any Purchaser in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

3.4Subrogation.  Each Guarantor hereby waives all rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under the Federal Bankruptcy Code of 1978, as amended) or otherwise by reason of any payment by it pursuant to the provisions of this Article III and further agrees with the Borrower for the benefit of each of its creditors (including, each Purchaser and the Administrative Agent) that any such payment by it shall constitute a contribution of capital by such Guarantor to the Borrower.

3.5Remedies.  Each Guarantor agrees that, as between such Guarantor and the Purchasers, the obligations of the Borrower hereunder may be declared to be forthwith due and payable as provided in Section 8.1 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.1) for purposes of Section 3.1 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by such Guarantor for purposes of Section 3.1.

3.6Instrument for the Payment of Money.  Each Guarantor hereby acknowledges that the guarantee in this Article III constitutes an instrument for the payment of money, and consents and agrees that any Purchaser or the Administrative Agent, at its sole option, in the event of a dispute by the Guarantors in the payment of any moneys due hereunder, shall have the right to summary judgment or such other expedited procedure as may be available for a suit on a note or other instrument for the payment of money.

3.7Continuing Guarantee.  The guarantee in this Article III is a continuing guarantee, and shall apply to all Guaranteed Obligations whenever arising.

3.8Rights of Contribution.  The Guarantors hereby agree, as between themselves, that if any Guarantor shall become an Excess Funding Guarantor (as defined below) by reason of the payment by such Guarantor of any Guaranteed Obligations, each other Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence), pay to such Excess Funding Guarantor an amount equal to such Guarantor’s Pro Rata Share (as defined below and determined, for this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Guaranteed Obligations.  The payment obligation of a Guarantor to any Excess Funding Guarantor under this Section 3.8 shall be subordinate and subject in right of payment to the prior payment in full of the obligations of such Guarantor under the other provisions of this Article III and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such excess until payment and satisfaction in full of all of such obligations.

For purposes of this Section 3.8, (i) “Excess Funding Guarantor” means, in respect of any Guaranteed Obligations, a Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii) “Excess Payment” means, in respect of any Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations and (iii) “Pro Rata Share” means, for any Guarantor, the ratio (expressed as a percentage) of (x) the

amount by which the aggregate present fair saleable value of all properties of such Guarantor (excluding any shares of stock of, or ownership interest in, any other Guarantor) exceeds the amount of all the debts and liabilities of such Guarantor (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder and any obligations of any other Guarantor that have been Guaranteed by such Guarantor) to (y) the amount by which the aggregate fair saleable value of all properties of all of the Credit Parties exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder and under the other Note Documents) of all of the Credit Parties, determined (A) with respect to any Guarantor that is a party hereto on the Effective Date, as of the Effective Date, and (B) with respect to any other Guarantor, as of the date such Guarantor becomes a Guarantor hereunder.

3.9General Limitation on Guarantee Obligations.  In any action or proceeding involving any state or non-U.S. corporate law, or any state or Federal or non-U.S. bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 3.1 would otherwise, taking into account the provisions of Section 3.8, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 3.1, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Purchaser, the Administrative Agent or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

ARTICLE IV

Representations and Warranties

Each of the Credit Parties represents and warrants to the Purchasers and the Administrative Agent, as to itself and each other Credit Party, that:

4.1Organization; Powers.  Each Credit Party is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.  Each Credit Party has all requisite power and authority under its organizational documents to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

4.2Authorization; Enforceability.  The Transactions are within the corporate power of each Credit Party and have been duly authorized by all necessary corporate and, if required, stockholder action on the part of such Credit Party.  This Agreement, the Collateral Documents, and the other Note Documents have been duly authorized, executed and delivered by each Credit Party that is a party thereto and constitute legal, valid and binding obligations of such Credit Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

4.3Governmental Approvals; No Conflicts.  The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, (b) will not violate any applicable law, policy or regulation or the charter, by-laws or other organizational documents of any Credit Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Credit Party, or any of its assets, or give rise to a right thereunder to require any payment to be made by any Credit Party, and (d) except for the Liens created by the Collateral Documents, will not result in the creation or imposition of any Lien on any asset of the Credit Parties.

4.4Financial Condition; No Material Adverse Change

(a)The Borrower shall have delivered to the Purchasers the following financial statements:

(i)the audited consolidated balance sheet and statements of earnings (loss), stockholders’ deficit and cash flows of the Holding Company and its Subsidiaries as of and for the fiscal year ended December 31, 2008, accompanied by an opinion of Ernst & Young LLP, independent public accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit); and

(ii)the unaudited consolidated and consolidating statements of income, retained earnings and cash flows of the Credit Parties for the month most recently ended and for which monthly financial statements are available and for the period ending as of the end of such month, and the related consolidated and consolidating balance sheets of the Credit Parties as at the end of such period, setting forth in each case in comparative form the corresponding consolidated and consolidating figures for the corresponding period in the preceding fiscal year (except that, in the case of balance sheets, such comparison shall be to the last day of the prior fiscal year).

Such financial statements present fairly, in all material respects, the respective actual consolidated financial position and results of operations and cash flows of the respective entities as of such respective dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of such unaudited statements.

(b)None of the Credit Parties has on the date of this Agreement any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments in each case that are material, except as referred to or reflected or provided for in the balance sheets referred to above or as otherwise expressly provided in this Agreement or the financial statements described in this Section 4.4.

4.5Properties

(a)Each of the Credit Parties has good and marketable title to, or valid, subsisting and enforceable leasehold interests in, all its real and personal property material to its business.

(b)Each of the Credit Parties owns, or is licensed to use, all trademarks, service marks, tradenames, copyrights, patents and other intellectual property (“Proprietary Rights”) material to its business, and the use thereof by the Credit Parties does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.  All registered trademarks, service marks, copyrights and patents, together with the domain names, web sites, and web site registrations which are owned by or licensed to any Credit Party, are listed on Schedule 4.5 annexed hereto (collectively “Registered Rights”).  Except as set forth on Schedule 4.5 annexed hereto, all of the Registered Rights have been duly registered in, filed in or issued by the PTO, a domain name registrar or other corresponding offices of other jurisdictions as identified on such schedule, and have been properly maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States or in each such other jurisdiction, as applicable, except where the failure to so register, file, maintain or renew would not reasonably be expected to result in a Material Adverse Effect.

(c)As of the Effective Date, Schedule 4.5 annexed hereto contains a true, accurate and complete list of (i) all owned Real Property Assets and (ii) all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting each Real Property Asset of any Credit Party, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment.  Expect as specified in Schedule 4.5 annexed hereto, each agreement listed in clause (ii) of the immediately preceding sentence is in full force and effect and the Borrower has no knowledge of any default that has occurred and is continuing thereunder, and each such agreement constitutes the legal, valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles.

4.6Litigation and Environmental Matters

(a)There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any of the Credit Parties, threatened against or affecting the Credit Parties (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any of the Basic Documents or the Transactions.

(b)Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of the Credit Parties (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any

Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or any inquiry, allegation, notice or other communication from any Governmental Authority concerning its compliance with any Environmental Law or (iv) knows of any basis for any Environmental Liability.

4.7Compliance with Laws and Agreements.  Each of the Credit Parties is in compliance with all laws, regulations, policies and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

4.8Investment and Holding Company Status.  No Credit Party nor any of their respective Subsidiaries is (a) an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, (b) a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935, as amended or (c) a “bank holding company” as defined in, or subject to regulation under, the Bank Holding Company Act of 1956, as amended.

4.9Taxes.  Each of the Credit Parties and their respective Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Credit Party has set aside on its books adequate reserves with respect thereto in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

4.10ERISA.  No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.  The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $100,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $100,000 the fair market value of the assets of all such underfunded Plans.  No Credit Party has a present intention to terminate any Plan.

4.11Disclosure.  As of the Effective Date to the Credit Parties have disclosed to each Purchaser and the Administrative Agent, all agreements, instruments and corporate or other restrictions to which any Credit Party is subject, and all other matters known to any Credit Party, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.  The senior management structure of the Borrower is as set forth on Schedule 4.11 annexed hereto.  The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Credit Parties to the Administrative Agent or any Purchaser in connection with the negotiation, preparation or delivery of this Agreement and the other Note Documents or

included herein or therein or delivered pursuant hereto or thereto, when taken as a whole do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading.  All written information furnished after the date hereof by the Credit Parties to the Administrative Agent and the Purchasers in connection with this Agreement and the transactions contemplated hereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified.  There is no fact known to the Borrower that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Purchasers for use in connection with the transactions contemplated hereby or thereby.

4.12         Capitalization.  As of the Effective Date, the capital structure and ownership of the Borrower are correctly described in Schedule 4.12.  The issued and outstanding capital stock of the Borrower is duly and validly issued and outstanding, fully paid and nonassessable.  Except as set forth in Schedule 4.12, there are no outstanding Equity Rights with respect to the Borrower and there are no outstanding obligations of any Credit Party to repurchase, redeem, or otherwise acquire any shares of capital stock of any Credit Party nor are there any outstanding obligations of the any Credit Party to make payments to any Person, such as “phantom stock” payments, where the amount thereof is calculated with reference to the fair market value or equity value of the any Credit Party.

4.13         Subsidiaries

(a)           Set forth in Schedule 4.13 is a complete and correct list of all of the Subsidiaries of the Credit Parties as of the Effective Date together with, for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding ownership interests in such Subsidiary and (iii) the nature of the ownership interests held by each such Person and the percentage of ownership of such Subsidiary represented by such ownership interests.  Except as disclosed in Schedule 4.13, (x) each Credit Party and its respective Subsidiaries owns, free and clear of Liens (other than Liens created pursuant to the Collateral Documents), and has the unencumbered right to vote, all outstanding ownership interests in each Person shown to be held by it in Schedule 4.13, (y) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (z) there are no outstanding Equity Rights with respect to such Person.

(b)           Except as set forth in Schedule 4.13, as of the date of this Agreement, none of the Subsidiaries of the Borrower is subject to any indenture, agreement, instrument or other arrangement containing any provision of the type described in Section 7.8, other than any such provision the effect of which has been unconditionally, irrevocably and permanently waived.

4.14         Material Indebtedness, Liens and Agreements

(a)           Schedule 4.14 hereto is a complete and correct list, as of the date of this Agreement, of all Material Indebtedness or any extension of credit (or commitment for any extension of credit) to, or guarantee by, any Credit Party the aggregate principal or face amount of which equals or exceeds (or may equal or exceed)

$1,500,000, and the aggregate principal or face amount outstanding or that may become outstanding with respect thereto is correctly described in Schedule 4.14.

(b)           Schedule 4.14 hereto is a complete and correct list, as of the date of this Agreement, of each Lien securing Indebtedness of any Person the aggregate principal or face amount of which equals or exceeds (or may equal or exceed) $100,000 and covering any property of the Credit Parties, and the aggregate Indebtedness secured (or which may be secured) by each such Lien and the Property covered by each such Lien is correctly described in Schedule 4.14.

(c)           Schedule 4.14 hereto is a complete and correct list, as of the date of this Agreement, of each contract and arrangement to which any Credit Party is a party for which breach, nonperformance, cancellation or failure to renew would have a Material Adverse Effect.

(d)           Schedule 4.14 hereto is a complete and correct list, as of the date of this Agreement, of each Phantom Stock Agreement and each other contract and arrangement between  any Credit Party and its senior managers.

True and complete copies of each agreement listed on the appropriate part of Schedule 4.14 have been delivered to the Administrative Agent, together with all amendments, waivers and other modifications thereto.  All such agreements are valid, subsisting, in full force and effect, are currently binding and will continue to be binding upon each Credit Party that is a party thereto and, to the best knowledge of the Credit Parties, binding upon the other parties thereto in accordance with their terms.  The Credit Parties are not in default under any such agreements.

4.15         Holding Company Notes Indenture; Senior Subordinated Notes Indenture.  The Holding Company Notes Indenture is in full force and effect, without amendment (other than the Supplemental Indentures described in the definition thereof).  All obligations of the Credit Parties hereunder and under the other Note Documents and the obligations of the Holding Company under the Holding Company Collateral Documents are permitted to be incurred under the Holding Company Notes Indenture.  The Senior Subordinated Notes Indenture is in full force and effect, without amendment (other than the Supplemental Indentures described in the definition thereof).  All obligations of the Credit Parties hereunder and under the other Note Documents and the obligations of the Holding Company under the Holding Company Collateral Documents are permitted to be incurred under the Senior Subordinated Notes Indenture.

4.16         Federal Reserve Regulations.  No Credit Party nor any of its Subsidiaries is engaged principally or as one of its important activities in the business of extending credit for the purpose of purchasing or carrying margin stock (as defined in Regulation U of the Board).  The value of all margin stock owned by the Borrower does not constitute more than 25% of the value of the assets of the Borrower.

4.17         Burdensome Restrictions.  No Credit Party is a party to or otherwise bound by any indenture, Note or credit agreement or any lease or other agreement or instrument or subject to any charter, corporate or partnership restriction which would foreseeably have a Material Adverse Effect.

4.18         Force Majeure.  Since the date of the most recent financial statements referred to in Section 4.4(a)(i) to the Effective Date, the business, properties and other assets of the Credit Parties have not been materially and adversely affected in any way as the result of any fire or other casualty, strike, lockout or other labor trouble, embargo, sabotage, confiscation, contamination, riot, civil disturbance, activity of armed forces or act of God.

4.19         Labor and Employment Matters.

(a)   As of the date of this Agreement, except as set forth on Schedule 4.19, (A) no employee of any Credit Party is represented by a labor union, no labor union has been certified or recognized as a representative of any such employee; (B) there are no pending or, to the Borrower’s knowledge, threatened representation campaigns, elections or proceedings; (C) no Credit Party has any knowledge of any strikes, slowdowns or work stoppages of any kind, or threats thereof; and (D) no Credit Party has engaged in, admitted committing or been held to have committed any unfair labor practice, in each case except where such occurrence would not reasonably be expected to have a Material Adverse Effect.

(b)   As of the date of this Agreement, Schedule 4.19 sets forth all material employment contracts for members of senior management of the Credit Parties under which any Credit Party thereof has any obligations to provide compensation or remuneration of any kind (other than obligations to make current wage or salary payments that are terminable at will without notice).

(c)   Except as set forth on Schedule 4.19, each Credit Party has at all times complied in all material respects, and are in material compliance with, all applicable laws, rules and regulations respecting employment, wages, hours, compensation, benefits, and payment and withholding of taxes in connection with employment, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect.

(d)   Except as set forth on Schedule 4.19, except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Credit Parties have at all times complied with, and are in compliance with, all applicable laws, rules and regulations respecting occupational health and safety, whether now existing or subsequently amended or enacted, including the Occupational Safety & Health Act of 1970, 29 U.S.C. Section 651 et seq. and the state analogies thereto, all as amended or superseded from time to time, and any common law doctrine relating to worker health and safety.

4.20         Senior Indebtedness.  The obligations of the Credit Parties hereunder and under the other Note Documents constitute “Senior Indebtedness” and “Designated Senior Indebtedness” under and as defined in the Senior Subordinated Note Indenture.  The subordination provisions of the Senior Subordinated Note Indenture are enforceable by each Purchaser and each other holder of any obligations of the Credit Parties under the Note Documents in accordance with their terms.

4.21         Tenth Amendment to First Lien Credit Agreement.  The representations and warranties of the Credit Parties contained in the Tenth Amendment to the First Lien Credit Agreement dated as of the date hereof are true, correct and complete in all material respects.

ARTICLE V

Conditions

5.1           Effective Date.  The obligations of the Purchasers to purchase the Notes hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with the Intercreditor Agreement):

(a)           Counterparts of Agreement.  The Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b)           Notes.  The Administrative Agent shall have received for each Purchaser a duly completed and executed promissory note for such Purchaser.

(c)           Bond Purchase Agreement.  The Borrower and the Purchasers shall have executed and delivered a Bond Purchase Agreement (the “Bond Purchase Agreement”) dated as of the Effective Date pursuant to which the Borrower shall purchase from the Purchasers and the Purchasers shall sell to the Company the Senior Subordinated Notes held by the Purchasers.

(d)           Tenth Amendment to First Lien Credit Agreement.  The Tenth Amendment to the First Lien Credit Agreement shall have been executed by the parties thereto and shall have become effective simultaneously with the effectiveness of this Agreement.

(e)           Security Interests.  The Administrative Agent shall have received evidence satisfactory to it that the Credit Parties shall have taken or caused to be taken all such actions, executed and delivered or caused to be executed and delivered all such agreements, documents and instruments, and made or caused to be made all such filings and recordings that may be necessary or, in the opinion of the Administrative Agent, desirable in order to create in favor of the Administrative Agent, for the benefit of the Purchasers, a valid and (upon such filing and recording) perfected security interest (second in priority only to the security interests in respect of the First Lien Credit Agreement) in the entire personal and mixed property Collateral such that the obligations of the Credit Parties hereunder are secured by all of the collateral securing the obligations of the Credit Parties under the First Lien Credit Agreement and those

security interests which can be perfected prior to the satisfaction of the obligations under the First Lien Credit Agreement are so perfected on the Effective Date or as otherwise agreed by the Administrative Agent on or prior to such date.

(f)            Intercreditor Agreement.  Each of the parties to the Intercreditor Agreement shall have executed and delivered to the Administrative Agent its counterpart of the Intercreditor Agreement.

(g)           Other Documents.  The Administrative Agent shall have received such other documents as the Administrative Agent or any Purchaser shall have reasonably requested.

(h)           Fees.  The Borrower shall have paid the fees and out-of-pocket expenses of Special Counsel to the Administrative Agent and the Purchasers as set forth in Section 10.3(a) hereof.

ARTICLE VI

Affirmative Covenants

Until all of the Commitments have expired or been terminated and the principal of and interest on each Note and all fees payable hereunder shall have been paid in full, each of the Credit Parties covenants and agrees with the Purchasers that:

6.1           Financial Statements and Other Information.  The Credit Parties will furnish to the Administrative Agent and each Purchaser:

(a)           as soon as available, but in any event no later than the earlier of (x) 100 days after the end of each fiscal year of the Credit Parties and (y) earlier of the date the Holding Company’s or the Borrower’s financial statements of the type referred to in clause (i) below are required to be filed with the Securities and Exchange Commission:

(i)            consolidated and consolidating statements of income, retained earnings and cash flows of the Credit Parties for such fiscal year and the related consolidated and consolidating balance sheets of the Credit Parties as at the end of such fiscal year, setting forth in each case in comparative form the corresponding consolidated and consolidating figures for the preceding fiscal year,

(ii)           an opinion of independent certified public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) stating that said consolidated financial statements referred to in the preceding clause (i) fairly present the consolidated financial condition and results of operations of the Credit Parties as at the end of, and for, such fiscal year in accordance with GAAP, and a statement of such accountants to the effect that, in making the examination necessary for their opinion, nothing came to their attention that caused them to believe that the Borrower was not in compliance with Section 7.9, insofar as such Section relates to accounting matters,

(iii)          a certificate of a Financial Officer of the Borrower stating that said consolidating financial statements referred to in the preceding clause (i) fairly present the respective individual unconsolidated financial condition and results of operations of the Credit Parties, in each case in accordance GAAP consistently applied, as at the end of, and for, such fiscal year, and

(iv)          to the extent that the Borrower is at such time subject to an obligation to file with the Securities and Exchange Commission the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the applicable rules under the Exchange Act and otherwise in accordance with the requirements of the Sarbanes-Oxley Act and the Exchange Act, certifications of each of the chief executive officer and chief financial officer of the Borrower substantially similar in form and substance to such required certifications, including a certification that (A) said consolidated financial statements referred to in the preceding clause (i) do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading, and (B) such consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Credit Parties on a consolidated basis as of and for the periods presented in accordance with GAAP consistently applied;

(b)           as soon as available but in any event no later than the earlier of (x) 50 days after the end of each of the first three fiscal quarters of the Credit Parties and (y) earlier of the date the Holding Company’s or the Borrower’s financial statements of the type referred to in clause (i) below are required to be filed with the Securities and Exchange Commission:

(i)            consolidated and consolidating statements of income, retained earnings and cash flows of the Credit Parties for such period and for the period from the beginning of the respective fiscal year to the end of such period, and the related consolidated and consolidating balance sheets of the Credit Parties as at the end of such period, setting forth in each case in comparative form the corresponding consolidated and consolidating figures for the corresponding period in Credit Parties’ strategic plan for such period and for the corresponding period in the preceding fiscal year (except that, in the case of balance sheets, such comparison shall be to the last day of the prior fiscal year),

(ii)           a certificate of a Financial Officer of the Borrower, which certificate shall state that said consolidated financial statements referred to in the preceding clause (i) fairly present the consolidated financial condition and results of operations of the Credit Parties and that said consolidating financial statements referred to in the preceding clause (i) fairly present the respective individual unconsolidated financial condition and results of operations of the Credit Parties, in each case in accordance with generally accepted accounting principles, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments and the omission of footnotes), and

(iii)          to the extent that the Borrower is at such time subject to an obligation to file with the Securities and Exchange Commission the certifications required pursuant to the Sarbanes—Oxley Act and the applicable rules under the Exchange Act and otherwise in accordance with the requirements of the Sarbanes-Oxley Act and the Exchange Act, certifications of each of the chief executive officer and chief financial officer of the Borrower substantially similar in form and substance to such required certifications, including a certification that (A) said consolidated financial statements referred to in the preceding clause (i) do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading, and (B) such financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries on a consolidated basis as of and for the periods presented in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(c)           as soon as available and in any event within 35 days after the end of each month, internally prepared financial statements consisting of consolidated and consolidating statements of income, and cash flows of the Credit Parties for such month and for the period from the beginning of the current fiscal year to the end of such month, and the related consolidated and consolidating balance sheets of the Credit Parties as at the end of such month setting forth in each case in comparative form the corresponding consolidated and consolidating figures for the corresponding period in Credit Parties’ strategic plan for such period;

(d)           concurrently with any delivery of financial statements under clauses (a) and (b) above, a Compliance Certificate;

(e)           concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);

(f)            as soon as available and in any event within 35 days after the beginning of the fiscal year of the Borrower, consolidated and consolidating statements of forecasted income for the Credit Parties for each fiscal month in such fiscal year and a forecasted consolidated and consolidating balance sheets of the Credit Parties, together with supporting assumptions which were reasonable when made, as at the end of each fiscal month, all prepared in good faith in reasonable detail and consistent with the Borrower’s and the Borrower’s past practices in preparing projections and otherwise reasonably satisfactory in scope to the Administrative Agent;

(g)           promptly after the same become publicly available, copies of all registration statements, regular periodic and other reports and statements filed by the Holding Company or any Credit Party with the Securities and Exchange Commission or any Governmental Authority succeeding to any or all of the functions of said Commission or with any national securities exchange or market quotation system and copies of all press releases by the Holding Company or any Credit Party;

(h)           promptly upon the mailing thereof to the shareholders of the Borrower generally, copies of all financial statements, reports and proxy or information statements so mailed;

(i)            promptly upon the Administrative Agent’s request, for each publication for which audits are regularly prepared by any Credit Party (i) audits of the magazine subscriptions for each of the publications of the Credit Parties as of December 31 and June 30 each year performed by either Audit Bureau of Circulations or Business Publications Audit of Circulation, Inc. and (ii) audits of the membership subscriptions for the Credit Parties as of December 31 and June 30 each year;

(j)            promptly upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent tapes, disks or other storage media containing the then-current subscription and membership lists and other data bases maintained by each of the Credit Parties, together with the technical specifications for how to read such information, all in form reasonably satisfactory to the Administrative Agent which may include the requirement that the Borrower request that each of its and its Subsidiaries’ fulfillment houses furnish such information regarding the Credit Parties’ subscription lists as are maintained by such fulfillment houses; provided, however, that the Administrative Agent shall not divulge such information to any Person prior to the occurrence of an Event of Default; provided, further however, that after the occurrence and during the continuation of an Event of Default, the Administrative Agent may use that information for any lawful purpose (including a sale of one or more data bases), provided that the Administrative Agent acts in a commercially reasonable fashion in making such use, but the Administrative Agent shall have no obligation to make any such use of such information unless directed to do so by the Required Purchasers;

(k)           promptly after delivery of the same to the Paying Agent, copies of all notices of redemption, payment instructions, officer’s certificates, and other similar documents delivered to the Paying Agent under the Holding Company Notes Indenture in connection with any redemption of Holding Company Notes; and

(l)            promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of any Credit Party, or compliance with the terms of this Agreement, as the Administrative Agent or any Purchaser may reasonably request.

6.2           Notices of Material Events.  The Credit Parties will furnish to the Administrative Agent and each Purchaser prompt written notice of the following:

(a)           the occurrence of any Default;

(b)           the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

(c)           the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Credit Parties in an aggregate amount exceeding $100,000; and

(d)           the occurrence of any event of default or termination under any Sale-Leaseback Agreement between a Credit Party and AGRP Holding Corp. or any of its Subsidiaries;

(e)           the occurrence of any event of default or termination under any instrument, agreement or mortgage between AGRP Holding Corp. or any of its Subsidiaries and CIBC Inc. in connection with any loan secured by a mortgage on property leased or used by any Credit Party; and

(f)            any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

(g)           the occurrence of any default under the Holding Company Notes Indenture or the Senior Subordinated Notes Indenture or the receipt of any notice delivered by the trustee pursuant to the Holding Company Notes Indenture or the Senior Subordinated Notes Indenture (and a copy of such notice shall be delivered to the Administrative Agent).

Each notice delivered under this Section 6.2 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

6.3           Existence; Conduct of Business.  The Credit Parties will do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business. No Credit Party shall change its corporate, partnership or limited liability company form or jurisdiction of organization without the written consent of the Required Purchasers or the Administrative Agent on their behalf, which consent shall not be unreasonably withheld; provided that such consent shall be predicated upon such amendments to the Note Documents as shall be necessary to reflect such change.  The foregoing shall not prohibit any merger, consolidation, liquidation, dissolution or any discontinuance or sale of such business permitted under Section 7.4.

6.4           Payment of Obligations.  Each of the Credit Parties will pay its obligations, including Tax liabilities, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such Credit Party has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

6.5           Maintenance of Properties; Insurance.  The Credit Parties will (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain insurance, with financially sound and reputable insurance companies, as may be required by law and such other insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, including media perils insurance. Without limiting the generality of the foregoing, the Credit Parties will (i) maintain or cause to be maintained flood insurance with respect to each Flood Hazard Property in amounts approved by the

Administrative Agent, or provide evidence acceptable to the Administrative Agent that such insurance is not available, (ii) maintain or cause to be maintained replacement value casualty insurance on the Collateral and media perils insurance under such policies of insurance, in each case with such insurance companies, in such amounts, with such deductibles, and covering such terms and risks as are at all times satisfactory to the Administrative Agent in its commercially reasonable judgment.  At such time as the First Lien Lenders have been paid in full, each such policy of insurance shall (x) name the Administrative Agent for the benefit of the Purchasers as an additional insured thereunder as its interests may appear and (y) in the case of each casualty insurance policy, contain a loss payable clause or endorsement, satisfactory in form and substance to the Administrative Agent that names the Administrative Agent for the benefit of the Purchasers as the loss payee thereunder for any covered loss in an amount not less than $1,000,000 per occurrence, with “umbrella” coverage in an aggregate amount not less than $25,000,000 and provides for at least 30 days prior written notice to the Administrative Agent of any modifications or cancellation of such policy.

6.6           Books and Records; Inspection Rights.  The Credit Parties will keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities.  The Credit Parties will permit any representatives designated by the Administrative Agent or any Purchaser, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested.  The Borrower, in consultation with the Administrative Agent, will arrange for a meeting to be held at least once every year with the Purchasers hereunder at which the business and operations of the Credit Parties are discussed.

6.7           Fiscal Year.  To enable the ready and consistent determination of compliance with the covenants set forth in Section 7 hereof, the Credit Parties (other than Camping World) will not change the last day of their fiscal year from December 31 of each year, or the last day of the first three fiscal quarters in each of its fiscal years from March 31, June 30 and September 30, respectively, except that Camping World may have a fiscal year which ends on the Sunday closest to December 31 of each calendar year and such fiscal year shall consist of four thirteen-week fiscal quarters.

6.8           Compliance with Laws.  The Credit Parties will comply with (i) all laws, rules, regulations and orders including, without limitation, Environmental Laws, of any Governmental Authority and (ii) all contractual obligations, in each case applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

6.9           Use of Proceeds.  The proceeds of the Notes will be used solely to conclude the transactions contemplated under the Bond Purchase Agreement.

6.10Certain Obligations Respecting Subsidiaries and Collateral Security

(a)Additional Subsidiaries.  In the event that any Credit Party shall form or acquire any new Subsidiary after the date hereof, such Credit Party  will, and will cause each of its Subsidiaries to, cause such new Subsidiary within five Business Days of such formation or acquisition:

(i)to execute and deliver to the Administrative Agent the following documents: (1) a counterpart to this Agreement (and thereby to become a party to this Agreement, as a “Guarantor” hereunder), (2) a counterpart to the Pledge Agreement, (3) a counterpart to the Security Agreement, (4) a counterpart to the Trademark Security Agreement and (5) Mortgages and such other instruments documents and agreements as may be required by the Administrative Agent; and

(ii)to take such action (including delivering such shares of stock and such UCC financing statements) as shall be necessary to create and perfect valid and enforceable Liens consistent with the provisions of the applicable Collateral Documents, second in priority only to the security interests in respect of the First Lien Credit Agreement and, with respect to the Camping World Entities, subject to the Liens securing the Camping World Credit Facility; and

(iii)to deliver such proof of corporate action, incumbency of officers and other documents as is consistent with those delivered by each Subsidiary pursuant to Section 5.1 upon the Effective Date or as the Administrative Agent shall have reasonably requested.

(b)Ownership of Subsidiaries.  No Credit Party shall sell, transfer or otherwise dispose of any shares of stock in any Subsidiary owned by it, nor permit any Subsidiary to issue any shares of stock of any class whatsoever to any Person other than to a Credit Party.  The Credit Parties will take such action from time to time as shall be necessary to ensure that the percentage of the equity capital of any class or character owned by it in any Subsidiary on the Effective Date (or, in the case of any newly formed or newly acquired Subsidiary, on the date of formation or acquisition) is not at any time decreased, other than by reason of transfers to another Credit Party.  In the event that any additional shares of stock shall be issued by any Credit Party, the respective holder of such shares of stock shall forthwith deliver to the Administrative Agent pursuant to the Pledge Agreement the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and to take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Pledge Agreement.

6.11ERISA.  The Credit Parties will maintain, each Plan in compliance with all material applicable requirements of ERISA and of the Code and with all applicable rulings and regulations issued under the provisions of ERISA and of the Code and will not and not permit any of the ERISA Affiliates to (a) engage in any transaction in connection with which the Borrower or any of the ERISA Affiliates would be subject to either a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, in either case in an amount exceeding $50,000, (b) fail to make full payment when due of all amounts which, under the provisions of any Plan, the

Borrower or any ERISA Affiliate is required to pay as contributions thereto, or permit to exist any accumulated funding deficiency (as such term is defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, with respect to any Plan in an aggregate amount exceeding $50,000 or (c) fail to make any payments in an aggregate amount exceeding $50,000 to any Multiemployer Plan that the Borrower or any of the ERISA Affiliates may be required to make under any agreement relating to such Multiemployer Plan or any law pertaining thereto.

6.12Environmental Matters; Reporting.  The Credit Parties will observe and comply with, all laws, rules, regulations and orders of any government or government agency relating to health, safety, pollution, hazardous materials or other environmental matters to the extent non-compliance could result in a material liability or otherwise have a material adverse effect on the Borrower and the Subsidiaries taken as a whole.  The Borrower will give the Administrative Agent prompt written notice of any violation as to any environmental matter by any Credit Party and of the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (a) in which an adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by any Credit Party which are material to the operations of such Credit Party, or (b) which will or threatens to impose a material liability on such Credit Party to any Person or which will require a material expenditure by such Credit Party to cure any alleged problem or violation.

6.13Conforming Leasehold Interests; Matters Relating to Additional Real Property Collateral

(a)If any Credit Party acquires any Material Leasehold Property, the Borrower shall, or shall cause such Subsidiary to, use its best efforts (without requiring such Credit Party to relinquish any material rights or incur any material obligations or to expend more than a nominal amount of money over and above the reimbursement, if required, of the landlord’s out-of-pockets costs, including attorneys’ fees) to cause such Leasehold Property to be a Conforming Leasehold Interest.

(b)From and after the Effective Date, in the event that (i) any Credit Party acquires any fee interest in real property having a fair market value in excess of $1,000,000 or any Material Leasehold Property, or the Administrative Agent determines in its sole discretion to place a Mortgage on any Real Property Asset having a fair market value in excess of $1,000,000 owned on the Effective Date by any Credit Party if a Mortgage was not placed on any such Real Property Asset as of the Effective Date, or (ii) at the time any Person becomes a Subsidiary, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in either case excluding any such Real Property Asset the encumbering of which requires the consent of any applicable lessor or (in the case of clause (ii) above) any then-existing senior lienholder, where the Credit Parties are unable to obtain such lessor’s or senior lienholder’s consent (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being a “Additional Mortgaged Property”), such Credit Party shall deliver to the Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property, the following:

(i)Additional Mortgages.  A fully executed and notarized Mortgage (an “Additional Mortgage”), in proper form for recording in all

appropriate places in all applicable jurisdictions, encumbering the interest of such Credit Party in such Additional Mortgaged Property;

(ii)Surveys.  With respect to each Additional Mortgaged Property, copies of all existing surveys, surveyors certificates and such additional surveys or surveyor certificates as the Administrative Agent may reasonably require;

(iii)Recorded Leasehold Interests.  In the case of any Additional Mortgaged Property consisting of a Leasehold Property, copies of all leases between any Credit Party and any landlord or tenant;

(iv)Landlord Consents and Estoppels.  In the case of any Additional Mortgaged Property consisting of a Leasehold Property, (a) a Landlord Consent and Estoppel with respect thereto and where required by the terms of any lease, the consent of the mortgagee, ground lessor or other party and (b) evidence that such Leasehold Property is a Recorded Leasehold Interest;

(v)Matters Relating to Flood Hazard Properties.  (A) Evidence as to whether any Additional Mortgaged Property is a Flood Hazard Property and (B) if such Additional Mortgaged Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance with respect to each Flood Hazard Property in amounts approved by the Administrative Agent, or evidence acceptable to the Administrative Agent that such insurance is not available;

(vi)Title Insurance.  (A) If required by the Administrative Agent, ALTA mortgagee title insurance policies or unconditional commitments therefor (the “Additional Mortgage Policies”) issued by the Title Company with respect to the Additional Mortgaged Property, in an amount satisfactory to the Administrative Agent, insuring fee simple title to, or a valid leasehold interest in, each such Additional Mortgaged Property vested in such Credit Party and assuring the Administrative Agent that such Additional Mortgage creates a valid and enforceable mortgage Lien on such Additional Mortgaged Property (second in priority only to the mortgage thereon in respect of the First Lien Credit Agreement), subject only to any standard exceptions as may be reasonably acceptable to the Administrative Agent, which Additional Mortgage Policy (I) shall include all endorsements for matters reasonably requested by the Administrative Agent and (II) shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Administrative Agent; and (B) evidence satisfactory to the Administrative Agent that such Credit Party has (I) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Additional Mortgage Policy and (II) paid to the Title Company or to the appropriate Governmental Authorities all expenses and premiums of the Title Company in connection with the issuance of the Additional Mortgage Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Additional Mortgage in the appropriate real estate records;

(vii)Title Reports.  If no Additional Mortgage Policy is required with respect to such Additional Mortgaged Property, a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date such Additional Mortgage is to be recorded and satisfactory in form and substance to the Administrative Agent;

(viii)Copies of Documents Relating to Title Exceptions.  Copies of all recorded documents listed as exceptions to title or otherwise referred to in the Additional Mortgage Policy or in the title reports delivered pursuant to Section 6.13(b)(vii);

(ix)Environmental Audit.  If required by the Administrative Agent, reports and other information in form, scope and substance satisfactory to the Administrative Agent and prepared by environmental consultants satisfactory to the Administrative Agent, concerning any environmental hazards or liabilities to which any Credit Party may be subject with respect to such Additional Mortgaged Property; and

(x)Opinions of Counsel.  (1) An favorable opinion of counsel (which counsel shall be satisfactory to the Administrative Agent), as to the due authorization, execution and delivery by such Credit Party of such Additional Mortgage and such other matters as the Administrative Agent may reasonably request, and (2) if required by the Administrative Agent, an opinion of counsel (which counsel shall be satisfactory to the Administrative Agent) in the state in which such Additional Mortgaged Property is located with respect to the enforceability of the form of Additional Mortgages to be recorded in such state and such other matters (including without limitation any matters governed by the laws of such state regarding personal property security interests in respect of any Collateral) as the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent.

(c)The Credit Parties will permit an independent real estate appraiser satisfactory to the Administrative Agent, upon reasonable notice, to visit and inspect any Additional Mortgaged Property for the purpose of preparing an appraisal of such Additional Mortgaged Property satisfying the requirements of all applicable laws and regulations (in each case to the extent required under such laws and regulations as determined by the Administrative Agent in its sole discretion).

ARTICLE VII

Negative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Note and all fees payable hereunder have been paid in full, the Credit Parties covenant and agree with the Purchasers that:

7.1Indebtedness.  No Credit Party will create, incur, assume or permit to exist any Indebtedness, except:

(a)Indebtedness created hereunder;

(b)Indebtedness of the Borrower pursuant to the First Lien Loan Documents in respect of the First Lien Loan in an aggregate amount which does not exceed the Cap Amount (as defined in the Intercreditor Agreement) at any one time outstanding, including any extension, renewal, refunding or replacement of any such Indebtedness that does not increase the principal amount thereof and that is subject to the Intercreditor Agreement;

(c)Indebtedness existing on the date hereof as set forth in Schedule 4.14 and any extension, renewal, refunding or replacement of any such Indebtedness that does not increase the principal amount thereof;

(d)Indebtedness of any Credit Party to any other Credit Party; provided that, after the Effective Date, the aggregate Indebtedness owed by the Camping World Entities to the other Credit Parties plus the aggregate amount of any Investments made by the other Credit Parties in the Camping World Entities after the Effective Date shall not exceed the Investments permitted by Section 7.5(a)(i) and such Indebtedness shall be unsecured and shall only be used for working capital purposes or for capital expenditures in accordance with Section 7.9(e);

(e)Guarantees by any Credit Party of Indebtedness of any other Credit Party (other than Indebtedness of the Camping World Entities);

(f)Indebtedness of any Credit Party (determined on a consolidated basis without duplication in accordance with GAAP) in an aggregate principal amount which does not exceed $1,200,000 at any one time outstanding;

(g)Senior Subordinated Notes in an aggregate principal amount not in excess of the aggregate amount of the Senior Subordinated Notes outstanding on the Effective Date, after giving effect to the issuance of the Notes and the repurchase or exchange of Senior Subordinated Notes with the proceeds thereof;

(h)Indebtedness of the Camping World Entities under the Camping World Credit Facility unless the Camping World Financing is consummated as an issuance of equity securities;

(i)To the extent that the Camping World Entities are unable or not permitted to make distributions to the Borrower in amounts necessary to permit the Borrower to make timely Senior Principal Refunding Payments under the terms of the First Lien Loan Documents, unsecured Indebtedness of the Credit Parties to the Adams Parties in an aggregate amount not in excess of $15,000,000 (incurred in two tranches of $7,500,000 on or about of the date of such principal payments); provided such Indebtedness shall be junior and subordinate in right of payment to the obligations to the Purchasers hereunder pursuant to provisions reasonably satisfactory to the Administrative Agent and there will be no principal or interest payments in respect of the such Indebtedness scheduled or required to be paid prior to the date occurring four months after the Maturity Date; and

(j)Unsecured Indebtedness of the Credit Parties to the Adams Parties equal to the amount of cash interest payments on $16,000,000 in aggregate principal amount of the First Lien Loans; provided such Indebtedness shall be junior and subordinate in right of payment to the obligations to the Purchasers hereunder pursuant

to provisions reasonably satisfactory to the Administrative Agent and there will be no principal or interest payments in respect of the such Indebtedness scheduled or required to be paid prior to the date occurring four months after the Maturity Date.

7.2Liens.  No Credit Party will create, incur, assume or permit to exist any Lien on any Property or asset now owned or hereafter acquired by it, or assign, sell or transfer any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

(a)Liens created under the Collateral Documents;

(b)any Lien on any property or asset of any Credit Party created under the First Lien Loan Documents;

(c)any Lien on any property or asset of any Credit Party existing on the date hereof and set forth in Schedule 4.14,  provided that (i) such Lien shall not apply to any other property or asset of any Credit Party and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(d)Liens imposed by any Governmental Authority for taxes, assessments or charges not yet due or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of any Credit Party in accordance with GAAP;

(e)carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens, and vendors’ Liens imposed by statute or common law not securing the repayment of Indebtedness, arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings and Liens securing judgments (including, without limitation, pre-judgment attachments) but only to the extent for an amount and for a period not resulting in an Event of Default under Section 8.1(j) hereof;

(f)pledges or deposits under worker’s compensation, unemployment insurance and other social security legislation;

(g)deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases (other than capital leases), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(h)easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto which, in the aggregate, are not material in amount, and which do not, in the aggregate, materially detract from the value of the Property of any Credit Party or interfere with the ordinary conduct of the business of any Credit Party;

(i)Liens consisting of bankers’ liens and rights of setoff, in each case, arising by operation of law, and Liens on documents presented in letters of credit drawings;

(j)Liens on fixed or capital assets, including real or personal property, acquired, constructed or improved by any Credit Party, provided that (A) such Liens secure Indebtedness (including Capital Lease Obligations) permitted by the proviso to Section 7.1(d) (B) such Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (C) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (D) such security interests shall not apply to any other property or assets of any Credit Party; and

(k)Liens on the assets of the Camping World Entities securing the Indebtedness described in Section 7.1(h).

7.3Contingent Liabilities.  No Credit Party will Guarantee the Indebtedness or other obligations of any Person, or Guarantee the payment of dividends or other distributions upon the stock of, or the earnings of, any Person, except:

(a)Guarantees of obligations under the First Lien Loan Documents;

(b)endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;

(c)Guarantees of obligations of any Credit Party by any other Credit Party;

(d)Guarantees of obligations of any Credit Party (other than any obligation of any of the Camping World Entities) by any other Credit Party and Guarantees by the Camping World Entities of the Indebtedness described in Section 7.1(h); and

(e)obligations in respect of Letters of Credit.

7.4Fundamental Changes.  No Credit Party will enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution).  No Credit Party will acquire any business or property from, or capital stock of, or be a party to any acquisition of, any Person except for purchases of inventory and other property to be sold or used in the ordinary course of business, Investments permitted under Section 7.5 and Capital Expenditures permitted under Section 7.9(e).  No Credit Party will convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, any material part of its business or property, whether now owned or hereafter acquired (including, without limitation, receivables and leasehold interests, but excluding (x) obsolete or worn-out property, including leasehold interests, no longer used or useful in its business, (y) any inventory or other property sold or disposed of in the ordinary course of business and on ordinary business terms and (z) Sale-Leaseback Transactions to the extent permitted by Section 7.14.

Notwithstanding the foregoing provisions of this Section 7.4:

(a)any Subsidiary (other than any Camping World Entity) may be merged or consolidated with or into any other Subsidiary (other than any Camping World Entity) or into the Borrower; provided that if any such transaction shall be between a

Subsidiary and a Wholly Owned Subsidiary, the Wholly Owned Subsidiary shall be the continuing or surviving corporation;

(b)any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to any Subsidiary (other than any Camping World Entity) that is a Wholly Owned Subsidiary of the Borrower;

(c)the capital stock of any Subsidiary may be sold, transferred or otherwise disposed of to the Borrower or any Subsidiary that is a Wholly Owned Subsidiary of the Borrower (other than any Camping World Entity); and

(d)any Camping World Entity may be merged or consolidated with or into any other Camping World Entity.

7.5Investments; Hedging Agreements.

(a)No Credit Party will make or permit to remain outstanding any Investment, except:

(i)Investments by any Credit Party in any other Credit Party (after the Effective Date, other than a Camping World Entity), advances by any Credit Party to any other Credit Party (after the Effective Date, other than a Camping World Entity), in the ordinary course of business and capital contributions by any Credit Party to any other Credit Party (after the Effective Date, other than a Camping World Entity), and after the Effective Date if and to the extent that the Camping World Entities do not have in sufficient cash and availability under the Camping World Credit Facility or otherwise to fund their working capital needs in the reasonable business judgment of the Camping World board of directors or to fund capital expenditures in accordance with Section 7.9(e), Investments by the Borrower in the Camping World Entities (including any Indebtedness to the Borrower permitted to be incurred under Section 7.1(h)) not in excess of $3,000,000, such Investments to be utilized only for working capital purposes or for capital expenditures in accordance with Section 7.9(e);

(ii)Permitted Investments;

(iii)Deposit and operating accounts;

(iv)Investments represented by accounts receivable created or acquired in the ordinary course of business;

(v)Advances to employees in the ordinary course of business not exceeding $2,400,000 in the aggregate at any one time outstanding;

(vi)Additional Investments in an aggregate amount not in excess of $4,800,000 at any one time outstanding; and

(vii)Investments in addition to the foregoing made prior to the date hereof and set forth in Schedule 7.5 annexed hereto; and

(viii)The Investment by CWI, Inc. on or about the date of issuance of the Holding Company Notes in the equity capital of CWFR in an aggregate amount equal to the amount of the proceeds of the capital contribution made to the Borrower by the Holding Company on the date of issuance of the Holding Company Notes.

(b)From and after the Effective Date, no Credit Party will enter into any Hedging Agreement.

7.6Restricted Junior Payments.  No Credit Party will declare or make any Restricted Junior Payment at any time; provided, however, that

(a)so long as no Default shall have occurred or be continuing or shall be caused thereby, the Borrower may declare and make Restricted Junior Payments to the Holding Company in amounts equal to the Permitted Tax Distributions,

(b)so long as no Default shall have occurred or be continuing or shall be caused thereby, the Borrower may make Restricted Junior Payments to the Holding Company in an aggregate amount not in excess of $100,000 in any fiscal year to provide funds to the Holding Company to pay administrative expenses and costs of registration of the Holding Company Notes, and

(c)so long as no Default shall have occurred or be continuing or shall be caused thereby, the Borrower may declare and make Restricted Junior Payments in amounts equal to the cash interest payments to the holders of the Senior Subordinated Notes in accordance with, and only to the extent required by, the indenture or other document governing such indebtedness;

provided that nothing herein shall be deemed to prohibit the making of any dividend or distribution by a Subsidiary (other than a Camping World Entity) to any other Credit Party and by a Camping World Entity to any other Camping World Entity.

7.7Transactions with Affiliates.  Except as expressly permitted by this Agreement, no Credit Party will, directly or indirectly (a) make any Investment in an Affiliate; (b) transfer, sell, lease, assign or otherwise dispose of any property to an Affiliate; (c) merge into or consolidate with an Affiliate, or purchase or acquire property from an Affiliate; or (d) enter into any other transaction directly or indirectly with or for the benefit of an Affiliate (including, without limitation, guarantees and assumptions of obligations of an Affiliate); provided that:

(i)any Affiliate who is an individual may serve as a director, officer, employee or consultant of any Credit Party and receive reasonable compensation for his or her services in such capacity;

(ii)the Credit Parties may engage in and continue the transactions with or for the benefit of Affiliates which are described in Schedule 7.7 annexed hereto;

(iii)the Credit Parties may make payments to the KEYSOP Plan with respect to bonuses or payments under the Phantom Stock Agreements for key employees of the Credit Parties to the extent that such

payments are permitted to be made pursuant to the other provisions of this Agreement;

(iv)the Credit Parties may enter into cost allocation agreements with Camping World RV Sales, Inc. in order to provide for a reasonable allocation of shared overhead and costs, such agreement to be in form and substance satisfactory to the Administrative Agent;

(v)the Credit Parties may engage in arms-length transactions for fair market value with or for the benefit of Affiliates not in excess of $12,000,000 in any fiscal year in addition to payments and transactions referred to in clauses (i) through (iv) above;

(vi)CWI may make the Investment permitted by Section 7.5(a)(ix); and

(vii)Camping World, Inc. may enter into and perform under that certain Joint Venture Agreement dated on or about March 6, 2006 with FRH in the form delivered to the Administrative Agent; provided that all transactions thereunder shall be upon fair and reasonable terms no less favorable to such Credit Party than it would obtain in a comparable arms-length transactions and shall be pursuant to written agreements.

7.8Restrictive Agreements.  No Credit Party will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of any Credit Party to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay Notes or advances to any other Credit Party or to Guarantee Indebtedness of any other Credit Party; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restriction and conditions imposed by the First Lien Loan Documents, (iii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 7.8 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (v) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness; (vi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof; and (vii) the foregoing shall not apply to restrictions and conditions contained in (A) the Senior Subordinated Notes or the Senior Subordinated Notes Indenture, (B) the Holding Company Notes or the Holding Company Notes Indenture, (C) First Lien Loan Documents and (D) the Camping World Credit Agreement.

7.9Certain Financial Covenants

(a)Consolidated Fixed Charges Ratio.  The Credit Parties will not permit the Consolidated Fixed Charges Ratio as of the end of any fiscal quarter ending during the periods set forth below to be less than the ratio set opposite such period below:

Period	Ratio
From January 1, 2009 through September 31, 2009	0.90 to 1.00
From October 1, 2009 through December 31, 2009	0.95 to 1.00
From January 1, 2010 and at all times thereafter	0.98 to 1.00

(b)Consolidated Total Leverage Ratio.  The Credit Parties will not permit the Consolidated Total Leverage Ratio at any time during any period below to exceed the ratio set opposite such period below:

Period	Ratio
From January 1, 2009 through June 30, 2009	6.90 to 1.00
From July 1, 2009 through September 30, 2009	6.35 to 1.00
From October 1, 2009 and at all times thereafter	6.05 to 1.00

(c)Consolidated Senior Leverage Ratio. The Credit Parties will not permit the Consolidated Senior Leverage Ratio at any time during any period below to exceed the ratio set opposite such period below:

Period	Ratio
From January 1, 2009 through March 31, 2009	2.95 to 1.00
From April 1, 2009 through June 30, 2009	2.90 to 1.00
From July 1, 2009 through September 30, 2009	2.65 to 1.00
From October 1, 2009 and at all times thereafter	2.60 to 1.00

(d)Consolidated Interest Coverage Ratio.  The Credit Parties will not permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter ending during the periods set forth below to be less than the ratio set opposite such period below:

Period	Ratio
From January 1, 2009 through March 31, 2009	1.57 to 1.00
From April 1, 2009 through June 30, 2009	1.48 to 1.00
From July 1, 2009 through September 30, 2009	1.44 to 1.00
From October 1, 2009 and at all times thereafter	1.40 to 1.00

For purposes of calculating the financial covenants under Sections 7.9(a) through (d) for the period of four consecutive fiscal quarters ended March 31, 2009, the transactions occurring on the Effective Date (including the issuance of the Notes and the application of the proceeds thereof) shall be deemed to have occurred on the last day of such four fiscal quarter period.

7.10Capital Expenditures.  The Credit Parties will not permit:

(i)the aggregate amount of Capital Expenditures to exceed $6,000,000 in any fiscal year; and

(ii)prior to the consummation of the Camping World Financing, the aggregate amount of Capital Expenditures by the Camping World Entities to exceed $2,400,000 in any fiscal year.

7.11Lines of Business.  No Credit Party will engage to any substantial extent in any line or lines of business activity other than (i) the types of businesses engaged in by the Credit Parties as of the Effective Date, (ii) the rental and sale of recreational vehicles and (iii) such other lines of business as may be consented to by the Required Purchasers.

7.12Subordinated Indebtedness.  No Credit Party, and no officer or Affiliate of a Credit Party, will purchase, redeem, retire, exchange, or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement, exchange, or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Subordinated Indebtedness.  No Credit Party will Guarantee any other Subordinated Indebtedness without the prior consent of the Required Purchasers, except that all of the Persons which are Guarantors hereunder may guaranty the Senior Subordinated Notes, provided that such guarantees are subordinated to the guarantees set forth in Section 3.1 to the same extent as the Senior Subordinated Notes is subordinated to the Notes.

7.13Modifications of Certain Documents.  No Credit Party will consent to any modification, supplement or waiver of any of the provisions of any documents or agreements evidencing or governing any Subordinated Indebtedness or any Sale-Leaseback Transaction, without the prior consent of the Required Purchasers.

7.14Sale-Leaseback Transactions.  No Credit Party will, directly or indirectly, enter into any Sale-Leaseback Transactions without the prior written consent of the Required Purchasers; provided that the Credit Parties may enter into Sale-Leaseback Transactions if the proceeds of such Sale-Leaseback Transactions would constitute Related Retail Sale-Leaseback Proceeds.

7.15Real Property Leases.  No Credit Party will enter into or maintain any lease of (or other arrangement conveying the right to use) real property, as lessee, if immediately after giving effect thereto, (a) the aggregate maximum fixed rentals paid or payable by the Credit Parties under all such real property leases of the Credit Parties (excluding amounts paid or payable on account of maintenance, utilities, ordinary repairs, insurance, taxes, assessments and other similar charges, whether or not designated as rental or additional rental) for the succeeding period of four consecutive fiscal quarters minus (b) the amount of any payments scheduled to be received by the Credit Parties during such period from the sublease of leasehold interests would exceed $24,000,000.

7.16Compensation Payments to Stephen Adams.  No Credit Party shall pay or cause to be paid any salary, bonuses or other compensation payments to

Stephen Adams except (a) in the event of a change in circumstances related to management personnel or management structure of the Credit Parties as a result of which Stephen Adams is performing duties other than those performed by him as Chairman of the Board of Directors of the Borrower prior to February 18, 2004, or (b) with the consent of the Required Purchasers.  No Credit Party will accrue any Phantom Stock Accruals or make any cash payments in respect thereof of otherwise in respect of Phantom Stock Accruals pursuant to any Phantom Stock Agreement or otherwise.

7.17Restrictions on the Holding Company.  The Holding Company Collateral Documents shall provide that the Holding Company will not engage in any business activities other than ownership of all the outstanding equity of the Borrower and ongoing activities related to the outstanding Holding Company Notes and will not create, incur, assume or permit to exist any Indebtedness other than the Holding Company Notes in an aggregate principal amount not in excess of the principal amount of the Holding Company Notes issued on the date of initial issuance thereof (plus any notes issued to pay interest thereon in accordance with the Holding Company Notes Indenture).  The Holding Company Collateral Documents shall provide that the Holding Company will not consent to any modification, amendment, supplement or waiver of the Holding Company Notes Indenture without the prior consent of the Required Purchasers.

7.18Restrictions on CWFR.  (a) The Credit Parties will not permit CWFR to (i) engage in any business activities or create, incur, assume or permit to exist any Indebtedness other than ownership of the FRH Preferred Equity Interest and ongoing activities related thereto, (ii) agree to any amendment, modification, supplement or waiver to any of the terms of the FRH Preferred or any agreement which limits or restricts the rights of the members of FRH without, in each case, the prior consent of the Administrative Agent, (iii) assign, sale, dispose, pledge or otherwise transfer any of the FRH Preferred Equity Interest unless, as a result thereof, the Credit Parties have received an amount at least equal to the Liquidation Payment, or (iv) agree to the filing of any voluntary bankruptcy petition or similar filing by FRH without the prior consent of the Required Purchasers.

(b)Upon the receipt by CWFR of any distribution, Liquidation Payment or other payment from FRH, the Credit Parties shall cause CWFR to distribute such distribution, Liquidation Payment or other payment to CWI, Inc., and such distribution, Liquidation Payment or other payment shall be distributed by the Credit Parties to the Borrower.

ARTICLE VIII

Events of Default

8.1Events of Default.

If any of the following events (“Events of Default”) shall occur:

(a)the Credit Parties shall fail to pay any principal of, or interest on, any Note, or other amount payable under this Agreement or any fee payable under this Agreement or any other agreement to the Administrative Agent or the Purchasers, when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b)any representation or warranty made or deemed made by or on behalf any Credit Party in or in connection with this Agreement, any of the other Basic Documents or any amendment or modification hereof or thereof, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement, any of the other Basic Documents or any amendment or modification hereof or thereof, shall prove to have been incorrect when made or deemed made in any material respect;

(c)the Credit Parties shall fail to observe or perform any covenant, condition or agreement contained in Article VI with the exception of Sections 6.1 (f), (g) and (h) or in Article VII;

(d)any Credit Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clauses (a), (b) or (c) of this Article) or any other Note Document, and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent (given at the request of the Required Purchasers) to the Borrower;

(e)any Credit Party shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable;

(f)any event (other than an event specified in subsection (e) of this Section 8.1) or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or Administrative Agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity (which maturity is not rescinded, annulled or otherwise cured within 30 days of receipt by the Borrower of notice of any acceleration);

(g)an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Parent, the Holding Company or any Credit Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Parent, the Holding Company or any Credit Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(h)the Parent, the Holding Company or any Credit Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (g) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Parent, the Holding Company or any Credit Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) 

make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(i)any Credit Party, the Parent or the Holding Company shall become unable, admit in writing or fail generally to pay its debts as they become due;

(j)a final judgment or judgments for the payment of money in excess of $1,500,000 in the aggregate (exclusive of judgment amounts fully covered by insurance where the insurer has admitted liability in respect of such judgment) shall be rendered by a one or more courts, administrative tribunals or other bodies having jurisdiction against any Credit Party and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 60 days from the date of entry thereof and the relevant Credit Party shall not, within said period of 60 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal;

(k)an ERISA Event shall have occurred that, in the opinion of the Required Purchasers, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

(l)a reasonable basis shall exist for the assertion against any Credit Party (or there shall have been asserted against any Credit Party) claims or liabilities, whether accrued, absolute or contingent, based on or arising from the generation, storage, transport, handling or disposal of Hazardous Materials by any Credit Party or any of its Subsidiaries or Affiliates, or any predecessor in interest of any Credit Party or any of its Subsidiaries or Affiliates, or relating to any site or facility owned, operated or leased by any Credit Party or any of its Subsidiaries or Affiliates, which claims or liabilities (insofar as they are payable by any Credit Party or any of its Subsidiaries but after deducting any portion thereof which is reasonably expected to be paid by other credit worthy Persons jointly and severally liable therefor), in the judgment of the Required Purchasers are reasonably likely to be determined adversely to any Credit Party or any of its Subsidiaries, and the amount thereof is, singly or in the aggregate, reasonably likely to have a Material Adverse Effect;

(m)any of the following events shall occur and be continuing:

(i)the capital stock of the Parent owned directly or indirectly by Stephen Adams, his wife, his children, his grandchildren, trusts of which he, his wife, his children and his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s) shall (on a fully diluted basis after giving effect to the exercise of any outstanding rights or options to acquire capital stock of the Borrower) cease to constitute either (x) at least 51% of the aggregate equity capital of the Parent or (y) at least such percentage of the aggregate voting stock of the Parent as is sufficient at all times to elect a majority of the Board of Directors of the Parent;

(ii)the Parent shall cease to own directly or indirectly all of the outstanding capital stock of the Holding Company;

(iii)any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) other than Stephen Adams and any of the other permitted holders referred to in clause (i) above shall (x) acquire or own, directly or indirectly, beneficially or of record, shares representing more than 20% of the aggregate equity capital of the Parent or (y) acquire direct or indirect Control of the Parent;

(iv)a majority of the seats (other than vacant seats) on the board of directors of the Borrower shall be occupied by Persons who were neither (x) nominated by the board of directors of the Borrower nor (y) appointed by directors so nominated; or

(v)the Holding Company shall cease to own, directly or indirectly, at least 90% of the outstanding capital stock of the Borrower; or

(vi)a Change of Control will be deemed to have occurred under the Senior Subordinated Notes Indenture or the Holding Company Notes Indenture;

(n)any of the following shall occur: (i) the Liens created by the Collateral Documents shall at any time (other than by reason of the Administrative Agent relinquishing such Lien) cease to constitute valid and perfected Liens on the Collateral intended to be covered thereby; (ii) except for expiration in accordance with its respective terms, any Collateral Document shall for whatever reason be terminated, or shall cease to be in full force and effect; or (iii) the enforceability of any Collateral Document shall be contested by any Credit Party;

(o)any Guarantor or the Holding Company shall assert that its obligations hereunder or under the Collateral Documents shall be invalid or unenforceable;

(p)an “Event of Default” shall have occurred under the Holding Company Notes Indenture or any document or instrument governing any refinancing in respect of the Holding Company Notes;

(q)(i) any holder of the First Lien Loan shall assert that the Intercreditor Agreement is invalid or unenforceable or (ii) any holder of the Camping World Credit Facility shall assert that such credit facility secured by any assets of Credit Parties other than the Camping World Entities;

(r)a default or an event of default shall have occurred under the notes or indenture in respect of (i) the Senior Subordinated Notes or the Senior Subordinated Notes Indenture or (ii) the Holding Company Notes or the Holding Company Notes Indenture, which default or event of default entitles the holders of such notes to accelerate the maturity of the indebtedness hereunder;

then, and in every such event (other than an event with respect to the Credit Parties described in clause (g) or (h) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Purchasers shall, by notice to the Credit Parties, take any or all of the following

actions, at the same or different times: (i) declare the Notes then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Notes so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Credit Parties accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Credit Parties, and (ii) the Administrative Agent may exercise all of the rights as secured party and mortgagee under the Collateral Documents; and in case of any event with respect to the Credit Parties described in clause (g) or (h) of this Article, the principal of the Notes then outstanding, together with accrued interest thereon and all fees and other obligations of the Credit Parties accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Credit Parties, and the Administrative Agent shall be permitted to exercise such rights as secured party and mortgagee under the Collateral Documents to the extent permitted by applicable law.

8.2Receivership.  Without limiting the generality of the foregoing or limiting in any way the rights of the Administrative Agent or the Purchasers under the Collateral Documents or otherwise under applicable law, at any time after (i) the entire principal balance of any Note shall have become due and payable (whether at maturity, by acceleration or otherwise) and (ii) the Administrative Agent shall have provided to the Credit Parties not less than ten (10) days prior written notice of its intention to apply for a receiver, the Administrative Agent shall be entitled to apply for and have a receiver appointed under state or federal law by a court of competent jurisdiction in any action taken by the Administrative Agent to enforce the Purchasers’ and Administrative Agent’s rights and remedies hereunder and under the Collateral Documents in order to manage, protect, preserve, sell and otherwise dispose of all or any portion of the Collateral and continue the operation of the business of the Credit Parties, and to collect all revenues and profits thereof and apply the same to the payment of all expenses and other charges of such receivership, including the compensation of the receiver, and to the payment of the Notes and other fees and expenses due hereunder and under the Collateral Documents as aforesaid until a sale or other disposition of such Collateral shall be finally made and consummated.  THE CREDIT PARTIES HEREBY IRREVOCABLY CONSENT TO AND WAIVE ANY RIGHT TO OBJECT TO OR OTHERWISE CONTEST THE APPOINTMENT OF RECEIVER AS PROVIDED ABOVE.  THE CREDIT PARTIES (I) GRANT SUCH WAIVER AND CONSENT KNOWINGLY AFTER HAVING DISCUSSED THE IMPLICATIONS THEREOF WITH COUNSEL, (II) ACKNOWLEDGE THAT (A) THE UNCONTESTED RIGHT TO HAVE A RECEIVER APPOINTED FOR THE FOREGOING PURPOSES IS CONSIDERED ESSENTIAL BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE ENFORCEMENT OF THE PURCHASERS’ AND ADMINISTRATIVE AGENT’S RIGHTS AND REMEDIES HEREUNDER AND UNDER THE COLLATERAL DOCUMENTS, AND (B) THE AVAILABILITY OF SUCH APPOINTMENT AS A REMEDY UNDER THE FOREGOING CIRCUMSTANCES WAS A MATERIAL FACTOR IN INDUCING THE PURCHASERS TO MAKE THE NOTES TO THE BORROWER; AND (III) AGREE TO ENTER INTO ANY AND ALL STIPULATIONS IN ANY LEGAL ACTIONS, OR AGREEMENTS OR OTHER INSTRUMENTS IN CONNECTION WITH THE FOREGOING AND TO COOPERATE FULLY WITH THE ADMINISTRATIVE AGENT AND THE PURCHASERS IN CONNECTION WITH THE ASSUMPTION AND EXERCISE OF CONTROL BY THE RECEIVER OVER ALL OR ANY PORTION OF THE COLLATERAL.  THE

PURCHASERS AND THE ADMINISTRATIVE AGENT ACKNOWLEDGE AND AGREE THAT NOTHING IN THIS SECTION 8.2 SHALL BE DEEMED TO CONSTITUTE A WAIVER OF THE CREDIT PARTIES’ RIGHT TO FILE FOR PROTECTION UNDER TITLE 11 OF THE UNITED STATES CODE AT ANY TIME PRIOR TO THE APPOINTMENT OF A RECEIVER.

ARTICLE IX

The Agent

9.1Appointment and Authorization.  Each of the Purchasers hereby irrevocably appoints New York Life Investment Management LLC as its Administrative Agent and authorizes each Agent to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms of this Agreement and the other Note Documents, together with such actions and powers as are reasonably incidental thereto.

9.2Duties As Expressly Stated.  The Agents shall not have any duties or obligations except those expressly set forth in this Agreement and the other Note Documents.  Without limiting the generality of the foregoing, (a) the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement and the other Note Documents that the Agents are required to exercise in writing by the Required Purchasers, and (c) except as expressly set forth herein and in the other Note Documents, the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries that is communicated to or obtained by New York Life Investment Management LLC or any of its Affiliates in any capacity.  Each of the Agents shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Purchasers or, if provided herein, with the consent or at the request of the Required Purchasers, or in the absence of its own gross negligence or willful misconduct.  No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Borrower or a Purchaser, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or the other Note Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Note Documents or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Note Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Note Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.  The Administrative Agent shall not, except to the extent expressly instructed by the Required Purchasers with respect to collateral security under the Collateral Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Note Document; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to the Note Documents or applicable law.

9.3Reliance By Agents.  The Agents shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person.  Each of the Agents also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon.  The Agents may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by them, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.4Action Through Sub-Agents.  The Administrative Agent may perform any and all of its duties, and exercise its rights and powers, by or through any one or more sub-Administrative Agents appointed by the Administrative Agent in good faith.  The Administrative Agent and any such sub-Administrative Agent may perform any and all its duties and exercise its rights and powers through its Related Parties.  The exculpatory provisions of the preceding paragraphs shall apply to any such sub-Administrative Agent and to the Related Parties of the Administrative Agent and any such sub-Administrative Agent, and shall apply to its activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent.

9.5Resignation of Agent and Appointment of Successor Agent.  Subject to the appointment and acceptance of a successor Agent, as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Purchasers and the Borrower.  Upon any such resignation, the Required Purchasers shall have the right, in consultation with the Borrower, to appoint a successor Agent.  If no successor shall have been so appointed and shall have accepted such appointment within 30 days after such retiring Agent gives notice of its resignation, then such retiring Agent may, on behalf of the Purchasers, appoint a successor Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank.  Upon the acceptance of its appointment as an Agent, by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Note Documents.  The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.  After an Agent’s resignation hereunder, the provisions of this Article and Section 10.3 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent.

9.6Purchasers’ Independent Decisions.  Each Purchaser acknowledges that it has, independently and without reliance upon the Agents or any other Purchaser and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Purchaser also acknowledges that it will, independently and without reliance upon any Agent or any other Purchaser and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement and the other Note Documents, any related agreement or any document furnished hereunder or thereunder.  Except as explicitly provided herein, the Administrative Agent has no duty or responsibility, either initially or on a continuing basis, to provide any Purchaser with any credit or other information with

respect to such operations, business, property, condition or creditworthiness, whether such information comes into its possession on or before the first Event of Default or at any time thereafter.

9.7Indemnification.  Each Purchaser agrees to indemnify and hold harmless each Agent (to the extent not reimbursed under Section 10.3, but without limiting the obligations of the Credit Parties under Section 10.3), ratably in accordance with the aggregate outstanding amount of the Notes held by the Purchasers, for any and all liabilities (including pursuant to any Environmental Law), obligations, losses, damages, penalties, actions, judgments, deficiencies, suits, costs, expenses (including reasonable attorney’s fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against such Agent (including by any Purchaser) arising out of or by reason of any investigation in or in any way relating to or arising out of any Note Document or any other documents contemplated by or referred to therein for any action taken or omitted to be taken by such Agent under or in respect of any of the Note Documents or other such documents or the transactions contemplated thereby (including the costs and expenses that the Borrower is obligated to pay under Section 10.3, but excluding, unless a Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents; provided, however, that no Purchaser shall be liable for any of the foregoing to the extent they are determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the party to be indemnified.  The agreements set forth in this Section 9.9 shall survive the payment of all Notes and other obligations hereunder and shall be in addition to and not in lieu of any other indemnification agreements contained in any other Note Document.

9.8Consents Under Other Note Documents.  Except as otherwise provided in this Agreement and the other Note Documents, the Agents may, with the prior consent of the Required Purchasers (but not otherwise), consent to any modification, supplement or waiver under any of the other Note Documents.

ARTICLE X

Miscellaneous

10.1Notices.  Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(a)if to any Credit Party, to 2575 Vista Del Mar Drive, Ventura, CA 93001, Attention of Thomas F. Wolfe (Telecopy No. (805) 667-4419), with a copy to Kaplan, Strangis and Kaplan, P.A., Attention of Robert T. York (Telecopy No. (612) 375-1143);

(b)if to the Administrative Agent, to New York Life Investment Management LLC, 51 Madison Avenue, Room 201, New York, New York, 10010, Attention of Beth Standbridge (Telecopy No. (212) 252-8293, with a copy to Office of the

General Counsel, Attention of Investment Section, Room 1016 (Telecopy No. ((212) 576-7982); and

(c)if to any Purchaser, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto.  All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

10.2Waivers; Amendments.

(a)No failure or delay by the Administrative Agent or any Purchaser in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Administrative Agent and the Purchasers hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of this Agreement or consent to any departure by any Credit Party therefrom shall in any event be effective unless the same shall be permitted by the Section 10.2(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  Without limiting the generality of the foregoing, the making of a Note shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Purchaser may have had notice or knowledge of such Default at the time.

(b)Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Purchasers or by the Borrower and the Administrative Agent with the consent of the Required Purchasers; provided, in each case, that no such agreement shall:

(i)increase any Commitment of any Purchaser without the written consent of such Purchaser;

(ii)reduce the principal amount of any Note or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Purchaser affected thereby;

(iii)postpone the scheduled date of payment of the principal amount of any Note, or any interest thereon, or any fees payable under this Agreement, or reduce the amount of, waive or excuse any such payment, change the maturity date of any Note, without the written consent of each Purchaser affected thereby;

(iv)change Section 2.4(c) hereof in a manner that would alter the application of prepayments thereunder, without in each case the written consent of each Purchaser;

(v)alter the rights or obligations of the Borrower to prepay Notes, other than mandatory prepayments required by Section 2.4(b) of this Agreement, without the written consent of each Purchaser;

(vi)change any of the provisions of this Section 10.2 or the definition of “Required Purchasers” or “Required Purchasers” or any other provision hereof specifying the number or percentage of Purchasers required to waive, amend or modify any rights hereunder or under any other Note Document or make any determination or grant any consent hereunder or thereunder, without the written consent of each Purchaser;

(vii)release any of the Guarantors from their obligations in respect of its Guarantee under Article III hereof or release all or substantially all of the Collateral (or terminate any Lien with respect thereto), except in connection with a disposition of all of the shares of capital stock of a subsidiary in a transaction permitted hereunder, under this Agreement, or as to which the Required Purchasers have provided their prior written consent or as otherwise expressly permitted in this Agreement, without the written consent of each Purchaser;

(viii)waive any of the conditions precedent specified in Section 5.1 or 5.2 hereof, without the written consent of each Purchaser and the Administrative Agent; or

(ix)change Section 2.6 of this Agreement in a manner that would alter the pro rata sharing of payments required thereby;

provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent.

(c)None of the Collateral Documents nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Purchasers.

(d)The Administrative Agent and the Purchasers agree that if all of the capital stock of or other equity interests in any Subsidiary that is owned by the Credit Parties is sold or distributed to any Person as permitted by the terms of this Agreement, the Note Documents and the Collateral Documents, or if any Subsidiary is merged or consolidated with or into any other Person as permitted by the terms of the Note Documents and such Subsidiary is not the continuing or surviving corporation, the Administrative Agent shall, upon request of the Borrower (and upon the receipt by the Administrative Agent of such evidence as the Administrative Agent or any Purchaser may reasonably request to establish that such sale, distribution, merger or consolidation is permitted by the terms of this Agreement), terminate the Guarantee of such Subsidiary under Article 3 hereof and authorize the Administrative Agent to release the Lien created by the Collateral Documents on any capital stock of or other equity interests in such Subsidiary.

10.3Indemnity; Damage Waiver.

(a)The Credit Parties jointly and severally agree to pay, or reimburse the Administrative Agent or Purchasers for paying, (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Purchasers and their Affiliates for the reasonable fees, charges and disbursements of Special Counsel, but not to exceed $30,000 in the aggregate, in connection with the syndication of the credit facilities provided for herein, the preparation of this Agreement and the other Note Documents, (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Purchasers and their Affiliates for the reasonable fees, charges and disbursements of Special Counsel, in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated thereby shall be consummated), (iii) all out-of-pocket expenses incurred by the Administrative Agent, including the fees, charges and disbursements of any counsel for the Administrative Agent, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Note Documents, including its rights under this Section 10.3, and (iv) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Note Documents or any other document referred to herein or therein and all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Collateral Document or any other document referred to therein.

(b)The Credit Parties jointly and severally agree to indemnify the Administrative Agent, each Purchaser and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, the other Note Documents or any agreement or instrument contemplated hereby, the performance by the parties hereto and thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Credit Party or any of their subsidiaries, or any Environmental Liability related in any way to any Credit Party or any of their subsidiaries, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (are determined by a court of competent jurisdiction by final and nonappealable judgment to have) resulted from the gross negligence or willful misconduct of such Indemnitee.

The Credit Parties agree that, without the prior written consent of the Administrative Agent and the Required Purchasers, which consent shall not be unreasonably withheld, no Credit Party will settle, compromise or consent to the entry of any judgment in any pending or threatened proceeding in respect of which indemnification is reasonably likely to be sought under the indemnification provisions of this Section 10.3 (whether or not any Indemnitee is an actual or potential party to such proceeding), unless such settlement, compromise or consent includes an unconditional

written release of each Indemnitee from all liability arising out of such proceeding and does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnitee and does not involve any payment of money or other value by any Indemnitee or performance of any obligation by an Indemnitee or any injunctive relief or factual findings or stipulations binding on any Indemnitee.

(c)To the extent that the Credit Parties fail to pay any amount required to be paid by them to the Administrative Agent under paragraph (a) or (b) of this Section 10.3, each Purchaser severally agrees to pay to the Administrative Agent such Purchaser’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such.

(d)To the extent permitted by applicable law, none of the Credit Parties shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, the other Note Documents or any agreement or instrument contemplated hereby or thereby, the Transactions, any Note or the use of the proceeds thereof.

(e)All amounts due under this Section 10.3 shall be payable promptly after written demand therefor.

10.4Successors and Assigns.

(a)The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) no Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Purchaser (and any attempted assignment or transfer by any Credit Party without such consent shall be null and void) and (ii) no Purchaser may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Purchasers) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)The Purchasers may assign their interests hereunder as follows:

(i)Subject to the conditions set forth in paragraph (b)(ii) below, any Purchaser may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Notes at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of the Administrative Agent, provided that no such consent shall be required for an assignment of Notes by any Purchaser to any other Purchaser that was a Purchaser prior to the

completion of such assignment, an Affiliate of such a Purchaser or an Approved Fund.

(ii)Assignments by Purchasers shall be subject to the following additional conditions:

(A)except in the case of an assignment to a Purchaser or an Affiliate (or Approved Fund) of a Purchaser or an assignment of the entire remaining amount of the assigning Purchaser’s Note, the amount of the Note of the assigning Purchaser subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless the Administrative Agent otherwise consents;

(B)each partial assignment shall be made as an assignment of a proportionate part of all the assigning Purchaser’s rights and obligations under this Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Purchaser’s rights and obligation in respect of Notes;

(C)the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and

(D)the assignee, if it shall not be a Purchaser, shall deliver to the Administrative Agent an Administrative Questionnaire.

(iii)Subject to acceptance and recording pursuant to paragraph (iv) of this Section 10.4, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Purchaser under this Agreement, and the assigning Purchaser thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Purchaser’s rights and obligations under this Agreement, such Purchaser shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 10.3).  Any assignment or transfer by a Purchaser of rights or obligations under this Agreement that does not comply with this paragraph (b) shall be treated for purposes of this Agreement as a sale by such Purchaser of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv)The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in New York, New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Purchasers, the principal amount of the Notes owing to, each Purchaser pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent and the Purchasers may treat each Person whose

name is recorded in the Register pursuant to the terms hereof as a Purchaser hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by the Borrower and any Purchaser, at any reasonable time and from time to time upon reasonable prior notice.

(v)Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Purchaser and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Purchaser hereunder), the processing and recordation fee referred to in paragraph (b)(ii)(C) of this Section 10.4 and any written consent to such assignment required by paragraph (b) of this Section 10.4, the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register.  No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c)The Purchasers may sell participations in their interests hereunder as follows:

(i)Any Purchaser may, without the consent of or notice to the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Purchaser’s rights and obligations under this Agreement (including all or a portion of the Notes owing to it); provided that (A) such Purchaser’s obligations under this Agreement shall remain unchanged, (B) such Purchaser shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Purchasers shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations under this Agreement.  Any agreement or instrument pursuant to which a Purchaser sells such a participation shall provide that such Purchaser shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Purchaser will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.2(b), that affects such Participant.  Subject to paragraph (c)(ii) of this Section 10.4, the Borrower agrees that each Participant shall be entitled to the benefits of Section 10.3 to the same extent as if it were a Purchaser and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.4.

(ii)A Participant shall not be entitled to receive any greater payment under Section 2.14 or 2.16 than the applicable Purchaser would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.  A Participant that would be a Foreign Purchaser if it were a Purchaser shall not be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16(e) as though it were a Purchaser.

(d)Any Purchaser may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Purchaser, including any such pledge or assignment to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Purchaser from any of its obligations hereunder or substitute any such assignee for such Purchaser as a party hereto.

(e)Anything in this Section 10.4 to the contrary notwithstanding, no Purchaser may assign or participate any interest in any Note held by it hereunder to any Credit Party or any of its Affiliates or Subsidiaries without the prior consent of each Purchaser.

(f)A Purchaser may furnish any information concerning any Credit Party or Subsidiary or Affiliate in the possession of such Purchaser from time to time to assignees and participants (including prospective assignees and participants) subject, however, to and so long as the recipient agrees in writing to be bound by, the provisions of Section 10.12.  In addition, the Administrative Agent may furnish any information concerning any Credit Party or any of its Subsidiaries or Affiliates in the Administrative Agent’s possession to any Affiliate of the Administrative Agent, subject, however, to the provisions of Section 10.12.  The Credit Parties shall assist any Purchaser in effectuating any assignment or participation pursuant to this Section 10.4 (including during syndication) in whatever manner such Purchaser reasonably deems necessary, including participation in meetings with prospective transferees.

10.5Survival.  All covenants, agreements, representations and warranties made by the Credit Parties herein and in the other Note Documents, and in the certificates or other instruments delivered in connection with or pursuant to this Agreement and the other Note Documents, shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the other Note Documents and the making of any Notes, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Purchaser may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect so long as the principal of or any accrued interest on any Note or any fee or any other amount payable under this Agreement or the other Note Documents is outstanding and unpaid and so long as the Commitments have not expired or terminated.  The provisions of Section 10.3 and Article IX shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Notes, the expiration or termination of the Commitments or the termination of this Agreement or any other Note Document or any provision hereof or thereof.

10.6Counterparts; Integration; References to Agreement; Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Whenever there is a reference in any Collateral Document or UCC

Financing Statement to the “Credit Agreement” to which the Administrative Agent, the Purchasers and the Credit Parties are parties, such reference shall be deemed to be made to this Agreement among the parties hereto.  Except as provided in Section 5.1, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

10.7Severability.  Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

10.8Right of Setoff.  If an Event of Default shall have occurred and be continuing, each Purchaser is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Purchaser to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Purchaser, irrespective of whether or not such Purchaser shall have made any demand under this Agreement and although such obligations may be unmatured.  The rights of each Purchaser under this Section 10.8 are in addition to any other rights and remedies (including other rights of setoff) which such Purchaser may have.

10.9Governing Law; Jurisdiction; Consent to Service of Process.

(a)This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b)Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York located in the County of New York and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Note Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York court (or, to the extent permitted by law, in such Federal court).  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement shall affect any right that the Administrative Agent or any Purchaser may otherwise have to bring any action or proceeding relating to this Agreement against any Credit Party or its properties in the courts of any jurisdiction.

(c)Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Note Documents in any court referred to in paragraph (b) of this Section 10.9.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.1.  Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

10.10WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.10.

10.11Headings.  Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

10.12Confidentiality.  Each Purchaser agrees to keep confidential information obtained by it pursuant hereto and the other Note Documents confidential in accordance with such Purchaser’s customary practices and agrees that it will only use such information in connection with the transactions contemplated by this Agreement and not disclose any of such information other than (a) to such Purchaser’s employees, representatives, directors, attorneys, auditors, agents, professional advisors, trustees or affiliates who are advised of the confidential nature of such information or to any direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 10.12), (b) to the extent such information presently is or hereafter becomes available to such Purchaser on a non-confidential basis from any source of such information that is in the public domain at the time of disclosure, (c) to the extent disclosure is required by law (including applicable securities law), regulation, subpoena or judicial order or process (provided that notice of such requirement or order shall be promptly furnished to the Borrower unless such notice is legally prohibited) or requested or required by bank, securities, insurance or investment company regulators or auditors or any administrative body or commission (including the Securities Valuation Office of the National Association of Insurance Commissioners) to whose jurisdiction such

Purchaser may be subject, (d) to any rating agency to the extent required in connection with any rating to be assigned to such Purchaser, (e) to assignees or participants or prospective assignees or participants who agree to be bound by the provisions of this Section 10.12, (f) to the extent required in connection with any litigation between any Credit Party and any Purchaser with respect to the Notes or this Agreement and the other Note Documents or (g) with the Borrower’s prior written consent.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

BORROWER
AFFINITY GROUP, INC.
By:	/s/ Thomas F. Wolfe
	Name:  Thomas F. Wolfe
	Title:   Chief Financial Officer
GUARANTORS
AFFINITY ADVERTISING, LP
By:	VBI, INC., Its General Partner
By:	/s/ Thomas F. Wolfe
	Name:  Thomas F. Wolfe
	Title:   Chief Financial Officer
AFFINITY BROKERAGE, INC.
AFFINITY ROAD AND TRAVEL CLUB, INC.
AGI PRODUCTIONS, INC.
CAMP COAST TO COAST, INC.
CAMPING REALTY, INC.
CAMPING WORLD, INC.
CAMPING WORLD INSURANCE SERVICES OF NEVADA, INC.
COAST MARKETING GROUP, INC.
CWI, INC.
CW MICHIGAN, INC.
EHLERT PUBLISHING GROUP, INC.
GOLF CARD HOLDING CORPORATION
GOLF CARD INTERNATIONAL CORP.
GOLF CARD RESORT SERVICES, INC.
GSS ENTERPRISES, INC.
POWER SPORTS MEDIA, INC.

THUNDER PRESS
TL ENTERPRISES, INC.
VBI, INC.
WOODALL PUBLICATIONS CORPORATION
By:	/s/ Thomas F. Wolfe
	Name:  Thomas F. Wolfe
	Title:   Chief Financial Officer

SIGNATURE PAGE OF ADMINISTRATIVE AGENT
	ADMINISTRATIVE AGENT
	NEW YORK LIFE INVESTMENT MANAGEMENT LLC
	By:	/s/ Elizabeth Standbridge
		Name: Elizabeth Standbridge
		Title: Director

EX-10.33

Exhibit 10.33

OPTION AGREEMENT

THIS OPTION AGREEMENT (the “Option Agreement”) is made and entered into as of the 5th day of June, 2009 between AFFINITY GROUP, INC., a Delaware corporation (the “Company”) and THE STEPHEN ADAMS LIVING TRUST or its assignee or designee (the “Purchaser”).

WITNESSETH:

In consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.             The Company hereby grants to the Purchaser the right and option (the “Option”) to purchase all of the issued and outstanding capital stock (the “Shares”) of Camping World, Inc. (“CW”) for a cash purchase price (the “Purchase Price”) of $55,000,000 on the terms set forth in the agreement attached hereto as Exhibit A (the “Purchase Agreement”).

2.             The Option shall be exercised in the manner hereinafter provided on or before March 1, 2010 (the “Termination Date”).  If not so exercised prior to the Termination Date, the Option shall lapse and Purchaser shall have no further rights hereunder.

3.             The Option shall be exercised by the Purchaser’s dating and executing the Purchase Agreement and delivering it to the Company prior to the Termination Date. Within five business days following receipt by the Company of such dated and executed Purchase Agreement, the Company shall execute the Purchase Agreement and each of the parties agrees to perform its respective obligations thereunder.

4.             The Closing of the transactions contemplated by the Purchase Agreement (the “Closing”) shall occur at the offices of the Purchaser at 10:00 a.m. on such date as is provided in the Purchase Agreement.

5.             All notices under this Option Agreement shall be in writing and shall be considered to have been duly given on the first day after the date of deposit with Federal Express for next day delivery, postage prepaid, or on the third day after deposit in the United States mail, certified or registered, return receipt requested, postage prepaid, or on the date of telecopy, fax or similar telephonic transmission during normal business hours, provided that the recipient has specifically acknowledged by telephone receipt of such telecopy, fax or telephonic transmission; addressed, in all cases, to the party at his address set forth below, or to such other address as such party may hereafter designate by written notice to the other party.

If to the Company:	Affinity Group, Inc.
2575 Vista Del Mar Drive
Ventura, CA 93001
If to Purchaser:	The Stephen Adams Living Trust
Fox Wood
88 Old Roxbury Road
PO Box 271
Roxbury, CT 06783-0271

or to such other address as hereafter shall be furnished as provided in this Section 5.

6.             This Option Agreement sets forth the entire understanding and agreement between the parties as to the sale and acquisition of the Shares and supersedes and replaces all prior understandings, agreements or statements (written or oral) with respect to the subject matter hereof.  This Option Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute a single instrument.  The headings contained in this Option Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  This Option Agreement shall be construed in accordance with, and governed by, the laws of the State of Minnesota.

IN WITNESS WHEREOF, this Option Agreement has been executed and delivered as of the date first written above.

AFFINITY GROUP, INC
By:	/s/ Thomas F. Wolfe
	Its:  Chief Financial Officer
THE STEPHEN ADAMS LIVING TRUST
By:	/s/ Stephen Adams
	Its:  Trustee

Exhibit A

STOCK PURCHASE AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into as of the 5th day of June, 2009 between AFFINITY GROUP, INC., a Delaware corporation (the “Seller”) and The Stephen Adams Living Trust or its assignee or designee (the “Purchaser”).

WITNESSETH:

WHEREAS, Purchaser is desirous of purchasing and acquiring from the Seller all of the issued and outstanding capital stock (the “Shares”) of Camping World, Inc., a Kentucky corporation (“CW”);

WHEREAS, Seller is willing to sell the Shares to the Purchaser on the terms set forth herein;

WHEREAS, Seller and Purchaser are affiliated parties, each being indirectly controlled by Stephen Adams; and

WHEREAS, the Seller has received a valuation report (the “Fair Value Opinion”) as of March 1, 2009 from Houlihan Smith & Company Inc., an independent financial advisor to the Seller, to the effect that the reasonable and fair range of the equity value of CW is between $46,700,000 and $58,800,000; and

WHEREAS, the Purchaser has an option to purchase the Shares for $55,000,000 and has exercised such option.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1

DEFINITIONS

Capitalized terms used in this Agreement are used as defined in this Article I or elsewhere in this Agreement.

The term “Closing” is defined in Section 2.3.

The term “Closing Date” is defined in Section 2.3.

The term “CW” is defined in the recitals.

The term “Liens” means liens, mortgages, and security interests for money borrowed but not adverse claims or other restrictions or limitations that have not been perfected through a recorded lien.

The term “Purchase Price” is defined in Section 2.2.

The term “Shares” is defined in the recitals.

ARTICLE II

PURCHASE AND SALE OF THE SHARES

2.1           Purchase and Sale of Shares.  At the Closing, the Seller agrees to sell, transfer and deliver to the Purchaser, and the Purchaser agrees to purchase, acquire and accept the Shares from the Seller, free and clear of all Liens.

2.2           Purchase Price.  The consideration to be paid to the Seller for the Shares (the “Purchase Price”) is $55,000,000 plus (i) the book value of contributions, if any,  made to CW by the Seller after March 1, 2009 and prior to the Closing, less (ii) distributions made by CW to the Seller after March 1, 2009 and prior to the Closing.  At the Closing, the Purchase Price shall be paid on the Closing Date in cash by wire transfer to an account designated by the Seller.

2.3           The Closing.  The Closing of the transactions provided for in this Agreement (the “Closing”) shall occur at the offices of the Purchaser at 10:00 a.m. on such date as is designated by the Purchaser within 10 days of the date of the satisfaction of the condition precedent set forth in Section 2.4 (i) hereof (the “Closing Date”). If such condition is not satisfied (or waived by the Purchaser) before the first anniversary of the date hereof (the “Termination Date”) and the Closing has not occurred by the Termination Date, the rights of the Purchaser hereunder shall lapse and neither Seller nor Purchaser shall have any further rights or obligations hereunder.  At the Closing, the Seller shall deliver the Shares duly endorsed for transfer to the Purchaser.  Each of the Buyer and the Seller agree to execute and deliver such other and further instruments at the Closing and thereafter as the other may reasonably request to evidence the intent of this Agreement.

2.4           Conditions Precedent to the Purchaser’s Obligations.  Unless waived by the Purchaser, the obligations of the Purchaser hereunder are subject to (i) the representations and warranties of the Seller set forth in Article III being true and correct on the Closing Date and (ii) delivery of the Shares duly endorsed for transfer to the Purchaser free and clear of all Liens.

2.5           Conditions Precedent to Seller’s Obligations.  Unless waived by the Seller, the obligations of Seller hereunder are subject to (i) the representations and warranties of the Purchaser set forth in Article III being true and correct on the Closing Date and (ii) payment by the Purchaser of the Purchase Price in accordance with Section 2.2.

ARTICLE III

REPRESENTATION AND WARRANTIES

The following representations and warranties are made on and as of the date hereof.  The Seller hereby represents and warrants to the Purchaser that:

3.1           Shares.  The Seller is the owner of the Shares and, at Closing, they will be free and clear of any Liens.  Upon payment for the Shares as provided for in this Agreement, the Seller will convey good title to the Shares.

3.2           No Breach.  The execution, delivery, validity and enforceability of this Agreement by the Seller, the consummation of the transactions provided for hereby by

the Seller, and the performance by the Seller of its obligations contemplated hereby will not (i) violate, conflict with or result in a breach or termination of, or otherwise give the other person a right to terminate, or constitute a default, event of default (by way of substitution, novation or otherwise) or an event which with notice, lapse of time or both, would constitute a default or event of default under the terms of any material contract or permit by which the Seller is bound, (ii) result in the creation of any lien upon any of the Shares, (iii) constitute a violation by the Seller of any legal requirement applicable to the Seller or (iv) give rise to any preferential right to purchase in favor of any third party.

The Purchaser hereby represents and warrants to the Seller that:

3.3           No Breach.  The execution, delivery, validity and enforceability of this Agreement by the Purchaser, the consummation of the transactions provided for hereby by the Purchaser, and the performance by the Purchaser of its obligations contemplated hereby will not (i) violate, conflict with or result in a breach or termination of, or otherwise give the other person a right to terminate, or constitute a default, event of default (by way of substitution, novation or otherwise) or an event which with notice, lapse of time or both, would constitute a default or event of default under the terms of any material contract or permit by which the Purchaser is bound except with respect to which consent has been obtained, (ii) constitute a violation by the Purchaser of any legal requirement applicable to the Purchaser.

3.4           Investment.  The Purchaser is purchasing the Shares for its own account for investment and with no present intention of distributing the Shares or any part thereof.

3.5           Information.  The Purchaser is fully familiar with such information with respect to CW, and its historical and projected performance, as the Purchaser deems necessary for the purpose of purchasing the Shares and desires no further information from the Seller with respect to CW, its business or prospects, the Purchaser hereby agreeing to accept such Shares, and the business and prospects of CW represented thereby, “as is,” “where is.”  No representation or warranty is made by the Seller with respect to any of the information heretofore or hereafter obtained by Purchaser regarding CW, Seller’s sole representations and warranties being those made in Sections 3.1 and 3.2 hereinabove.

ARTICLE IV

MISCELLANEOUS

4.1           Further Assurances.  From time to time at the reasonable request of Buyer, Seller shall take such other action and execute and/or deliver such books, records, documents, certificates and instruments better to effect the transactions contemplated hereby, including those reasonably necessary to vest Seller’ rights to the Shares in Purchaser and to satisfy and release any liens and encumbrances to the extent contemplated by this Agreement.

4.2           Entire Agreement.  This Agreement sets forth the entire understanding and agreement between the parties as to the matters covered herein and supersedes and replaces all prior understandings, agreements or statements (written or oral) of intent.

4.3           Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute a single instrument.

4.4           Headings.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

4.5           Governing Law.  This Agreement shall be construed in accordance with, and governed by, the laws of the State of Minnesota.

IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date first written above.

AFFINITY GROUP, INC
By:	/s/ Thomas F. Wolfe
	Its:  Chief Financial Officer
THE STEPHEN ADAMS LIVING TRUST
By:	/s/ Stephen Adams
	Its:  Trustee

EX-21

Exhibit 21

Subsidiaries of Registrant

The following subsidiaries are direct or indirect subsidiaries of the Company:

Affinity Advertising, LP, a Minnesota limited partnership

Affinity Brokerage, Inc., a Delaware corporation

Affinity Guest Services, Inc., a Delaware corporation

Affinity Road and Travel Club, Inc., a Texas corporation

AGI Productions, Inc., a Delaware corporation

ARU, Inc., a Minnesota corporation

Camp Coast to Coast, Inc., a Delaware corporation

Camping Realty, Inc., a Kentucky corporation

Camping World Card Services, Inc., an Ohio corporation

Camping World, Inc., a Kentucky corporation

Camping World Insurance Services of Kentucky, Inc., a Kentucky corporation

Camping World Insurance Services of Nevada, Inc., a Nevada corporation

Camping World Insurance Services of Texas, Inc., a Texas corporation

Coast Marketing Group, Inc., a Delaware corporation

CWFR Capital Corp., a Delaware corporation

CWI, Inc., a Kentucky corporation

CW Michigan, Inc., a Delaware corporation

Ehlert Publishing Group, Inc., a Minnesota corporation

Golf Card International Corp., a Delaware corporation

Golf Card Resort Services, Inc., a Delaware corporation

GSS Enterprises, Inc., a Delaware corporation

Power Sports Media, Inc., a Delaware corporation

TL Enterprises, Inc., a Delaware corporation

VBI Inc., a Delaware corporation

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that AFFINITY GROUP, INC., a Delaware corporation (the “Company”), and each of the undersigned directors of the Company, hereby constitutes and appoints Stephen Adams, Michael Schneider and Thomas F. Wolfe, and each of them (with full power to each of them to act alone), its/his true and lawful attorney-in-fact and agent, for it/him and on its/his behalf in its/his name, place and stead, in any and all capacities to sign, execute, affix its/his seal thereto and file the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 under the Securities Exchange Act of 1934, as amended, including any amendment or amendments thereto, with all exhibits and any all documents required to be filed with respect thereto with any regulatory authority.

There is hereby granted to said attorneys, and each of the, full power and authority to do and perform each and every act and thing, requisite and necessary to be done in respect of the foregoing as fully as it/he or itself/himself might or could do if personally present, thereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same instrument and any of the undersigned directors may execute this Power of Attorney by signing any such counterpart.

IN WITNESS WHEREOF, AFFINITY GROUP, INC. has caused this Power of Attorney to be executed in its name by its President and Chief Executive Officer as of the 5th day of June 2009.

AFFINITY GROUP, INC.
By:	/s/ Michael A. Schneider
	Michael A. Schneider, President and
	Chief Executive Officer

The undersigned directors of AFFINITY GROUP, INC., a Delaware corporation, have hereunto set their hands as of the 5th day of June 2009.

/s/ Stephen Adams	/s/ David Frith-Smith
Stephen Adams	David Frith-Smith
/s/ Michael A. Schneider	/s/ J. Kevin Gleason
Michael A. Schneider	J. Kevin Gleason
/s/ Andris A. Baltins	/s/ George Pransky
Andris A. Baltins	George Pransky
	/s/ Townsend C. Smith
	Townsend C. Smith

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Michael A. Schneider, President and Chief Executive Officer of Affinity Group, Inc., certify that:

1.I have reviewed this annual report on Form 10-K of Affinity Group, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures, (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant, and we have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date:  June 5, 2009	/s/ Michael A. Schneider
	Michael A. Schneider
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Thomas F. Wolfe, Senior Vice President and Chief Financial Officer of Affinity Group, Inc., certify that:

1.I have reviewed this annual report on Form 10-K of Affinity Group, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures, (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant, and we have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: June 5, 2009	/s/ Thomas F. Wolfe
	Thomas F. Wolfe
	Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

AFFINITY GROUP, INC.

STATEMENT PURSUANT TO 18 U.S.C. SECTION 1350

I, Michael A. Schneider, President and Chief Executive Officer of Affinity Group, Inc., a Delaware corporation (the “Company”), hereby certify as follows:

1.This statement is provided pursuant to 18 U.S.C. Section 1350 in connection with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “Periodic Report”);

2.The Periodic Report fully complies with the requirements of section 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended; and

3.The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods indicated therein.

Date: June 5, 2009
	/s/ Michael A. Schneider
	Michael A. Schneider
	President and Chief Executive Officer

EX-32.2

Exhibit 32.2

AFFINITY GROUP, INC.

STATEMENT PURSUANT TO 18 U.S.C. SECTION 1350

I, Thomas F. Wolfe, Senior Vice President and Chief Financial Officer of Affinity Group, Inc., a Delaware corporation (the “Company”), hereby certify as follows:

1.This statement is provided pursuant to 18 U.S.C. Section 1350 in connection with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “Periodic Report”);

2.The Periodic Report fully complies with the requirements of section 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended; and

3.The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods indicated therein.

Date:  June 5, 2009
	/s/ Thomas F. Wolfe
	Thomas F. Wolfe
	Senior Vice President and Chief Financial Officer