Common use of The Securities Clause in Contracts

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser $200,000,000 aggregate principal amount of its 9.00% Senior Subordinated Notes due 2012 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture (the "Indenture"), to be dated as of February 18, 2004, among the Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 26, 2004 (the "Preliminary Memorandum") and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18, 2004 among the parties hereto (the "Registration Rights Agreement") pursuant to which the Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Commission registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 450,000,000 aggregate principal amount of its 9.009% Senior Subordinated Notes due 2012 2010 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "), Securities") by the Guarantors on a joint and several senior basis, by each Guarantor. The Notes and the Guarantees Securities are to be issued pursuant to the Indenture under an indenture (the "Indenture"), ) to be dated as of February 18January 25, 20042002 by and between the Company and U.S. Bank, among the Company, the Guarantors and The Bank of New YorkN.A., as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 267, 2004 2002 (the "Preliminary Memorandum") and a final offering memorandum dated February 6January 17, 2004 2002 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each ) setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries the Guarantors and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company Initial Purchasers and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit A (the "Registration Rights Agreement") ), pursuant to which the Issuers have agreedCompany and the Guarantors will agree, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange NotesAct. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced Company is concurrently entering into a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "AmendmentSenior Credit Agreement"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 350,000,000 aggregate principal amount of its 9.004.875% Senior Subordinated Notes due 2012 2009, Series A (the "“Notes"”). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture under an indenture (the "“Indenture"), ”) to be dated as of February 18January 23, 2004, among 2004 by and between the Company, the Guarantors Company and The US Bank of New YorkTrust National Association, as trustee Trustee (the "“Trustee"”). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities “Act"”), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 2615, 2004 (the "“Preliminary Memorandum"”) and a final offering memorandum dated February 6January 15, 2004 (the "“Final Memorandum"”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "“Memorandum"), each ”) setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S")documents incorporated by reference therein. The Initial Purchaser Purchasers and its their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit A (the "“Registration Rights Agreement") ”), pursuant to which the Issuers have Company has agreed, among other things, to file (i) a registration statement with the Securities and Exchange Commission (the "Registration Statement"“Commission”) with the Commission registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergerAct.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser $200,000,000 50,000,000 aggregate principal amount of its 9.0011 1/4% Senior Subordinated Secured Notes due 2012 2005, Series A (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (collectively, the "Guarantees" and, together with the Notes, the "Securities") by Fabricated Products, Inc., a Delaware corporation ("Fabricated Products"), on Doe Run Cayman Ltd., a joint Cayman Islands company ("Doe Run Cayman"), Doe Run Mining S.R.L., a Peruvian company ("Doe Run Mining") and several basisDoe Run Peru S.R.L., by each Guarantora Peruvian company (collectively with its subsidiaries, "Doe Run Peru") (collectively, the "Guarantors" and, together with the Company, the "Issuers"). The Notes and the Guarantees are to be issued pursuant to the Indenture under an indenture (the "Indenture"), to be ) dated as of February 18September 1, 2004, 1998 by and among the Company, the Guarantors Guarantors, and The State Street Bank of New York, and Trust Company as trustee Trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has Issuers have prepared a preliminary final offering memorandum circular dated January August 26, 2004 1998 (the "Preliminary Memorandum") and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries the Guarantors and any material developments relating to the Company and its subsidiaries the Guarantors occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18the Closing Date (as defined in Section 3 below), 2004 among the parties hereto (the "Registration Rights Agreement") ), pursuant to which the Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Act. The Initial Purchaser pursuant to an exchange and its direct and indirect transferees of the Notes for Private Exchange Notes. In connection with will also be entitled to the Issuers' issuance and sale benefits of the Securities, on January 20, 2004, Security Agreement to be dated as of the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer Closing Date (the "Tender OfferSecurity Agreement") for any pursuant to which the Company has agreed, among other things to grant a first priority security interest in the property, plant and all equipment of its outstanding 11% Senior Notes due 2007 ASARCO Incorporated's ("ASARCO") Missouri Lead Division (the "▇▇▇▇ NotesASARCO MLD") and (ii) concurrently therewith initiated a consent solicitation relating to in accordance with the adoption terms of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser $200,000,000 125,000,000 aggregate principal amount of its 9.005.25% Senior Subordinated Notes due 2012 2022 (the "“New Notes"”). The obligations of the Company under the Indenture (as hereinafter defined) and the New Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture under that certain indenture (the "“Indenture"), to be ”) dated as of February 1827, 2004, 2014 by and among the Company, the Guarantors and The Bank of New York▇▇▇▇▇ Fargo Bank, National Association, as trustee Trustee (the "“Trustee"”). The New Notes and will have the Guarantees are hereinafter referred to collectively as benefit of the "guarantees (the “Guarantees” and, together with the New Notes, the “Securities." ”) provided for in the Indenture. The Securities will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities “Act"”), in reliance on exemptions therefrom. The Company has previously issued $600,000,000 in aggregate principal amount of their 5.25% Senior Notes due 2022 under the Indenture (the “Existing Notes”). The New Notes offered by the Company pursuant to this Purchase Agreement constitute an issuance of “Additional Notes” under the Indenture. Except as otherwise described in the Pricing Disclosure Package (as defined below), the New Notes offered by the Company pursuant to this Purchase Agreement will rate equally with, and will have identical terms to, the Existing Notes and will be treated as a single class of notes for all purposes under the Indenture. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 26May 13, 2004 2016 (including the "information incorporated by reference therein, the “Preliminary Memorandum"”) and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and deliveredAs used herein, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18, 2004 among the parties hereto (the "Registration Rights Agreement") pursuant to which the Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Commission registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.“Pricing Disclosure Pack-

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser $200,000,000 100,000,000 aggregate principal amount of its 9.009 3/8% Senior Subordinated Notes due 2012 2006 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (collectively, the "Guarantees"), ) on a joint and several basis, senior basis by each Guarantorof the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities". The Notes are to be issued pursuant to the Indenture under an indenture (the "Indenture"), ) to be dated as of February 18October 15, 2004, 1996 by and among the Company, the Guarantors and The Bank of New YorkWilmington Trust Company, as trustee Trustee (the "Trustee"). The Notes Company and CPG Acquisition Company ("Merger Sub"), have entered into a Merger Agreement (the "Merger Agreement") dated as of August 28, 1996, pursuant to which Merger Sub will be merged (the "Merger") with and into CPG Investors Inc., a Delaware corporation ("CPG"). The Company has entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") dated as of August 28, 1996, pursuant to which the Company has agreed to purchase all of the outstanding capital stock of Arcon Holdings Corp., a Delaware corporation ("Arcon"). The acquisition of the outstanding capital stock of Arcon and the Guarantees Merger are hereinafter referred to collectively herein together as the "SecuritiesAcquisitions." The Merger Agreement and the Stock Purchase Agreement are referred to herein together as the "Acquisition Agreements." The Securities will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has Issuers have prepared a preliminary offering memorandum dated January 26September 19, 2004 1996 (the "Preliminary Memorandum"), a preliminary offering memorandum supplement dated October 2, 1996 (the "Supplement") and a final offering memorandum dated February 6October 4, 2004 1996 (the "Final Memorandum"; the Preliminary Memorandum Memorandum, the Supplement and the Final Memorandum each herein being referred to as a "Memorandum"), each ) setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company Company, CPG, Arcon and its their respective subsidiaries and any material developments relating to the Company Company, CPG, Arcon and its their respective subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit A (the "Registration Rights Agreement") ), pursuant to which the Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) and related guarantees under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergerAct.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser $200,000,000 Purchasers an aggregate principal amount of: (a) Two Million Eight Hundred Twelve Thousand Five Hundred (2,812,500) shares of its 9.00% Senior Subordinated Notes due 2012 Common Stock (the "NotesCommon Stock"), and (b) One Million Four Hundred Six Thousand Two Hundred Fifty (1,406,250) warrants, substantially in the form attached hereto at Exhibit A (the "Warrants"), to acquire up to One Million Four Hundred Six Thousand Two Hundred Fifty (1,406,250)shares of Common Stock (the "Warrant Shares"). The obligations number of shares of Common Stock and Warrant Shares that any Purchaser may acquire at any time are subject to limitation so that the aggregate number of shares of Common Stock of which such Purchaser and all persons affiliated with such Purchaser have beneficial ownership (calculated pursuant to Rule 13d-3 of the Company under Securities Exchange Act of 1934, as amended) does not at any time exceed 9.99% of the Indenture (as hereinafter defined) Company's then outstanding Common Stock. The Common Stock and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees Warrants are to be issued pursuant to the Indenture (the "Indenture"), to be dated as of February 18, 2004, among the Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter sometimes herein collectively referred to collectively as the "Securities." This Agreement, Registration Rights Agreement and the Warrant Agreements are sometimes herein collectively referred to as the "Transaction Documents." The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "CommissionSEC") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 26made available (including electronically via the SEC’s ▇▇▇▇▇ system) to Purchasers its periodic and current reports, 2004 forms, schedules, proxy statements and other documents (including exhibits and all other information incorporated by reference) filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Preliminary MemorandumExchange Act") and together with a final offering memorandum draft registration statement (excluding financial statements) on form SB-2 dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum “Draft SB-2”), as attached hereto at Exhibit B. These reports, forms, schedules, statements, documents, filings and amendments, and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18, 2004 among the parties hereto (the "Registration Rights Agreement") pursuant to which the Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Commission registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement Draft SB-2 are herein collectively referred to as the "Basic Disclosure Documents." All references in this Agreement to financial statements and schedules and other information which is ". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the contained," "Amendmentincluded" or "), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder stated" in the amount Disclosure Documents (or other references of $60.0 million (like import) shall be deemed to mean and include all such financial statements and schedules, documents, exhibits and other information which is incorporated by reference in the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Disclosure Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions herein contained, the Company Issuer proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 100,000,000 aggregate principal amount of its 9.00the Issuer's 11 1/2% Senior Subordinated Notes due 2012 2007 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (collectively, the "Guarantees"), ) on a joint and several basis, senior subordinated basis by each Guarantorof the Issuer's subsidiaries listed on the signature pages hereof (collectively, and together with any subsidiary that in the future executes a supplemental indenture pursuant to which such subsidiary agrees to guarantee the Notes, the "Guarantors"). The Notes and the Guarantees are collectively referred to herein as the "Securities." The Securities are to be issued pursuant to the Indenture under an indenture (the "Indenture"), to be ) dated the Closing Date (as of February 18, 2004, defined below) by and among the CompanyIssuer, the Guarantors and The Bank of New YorkBankers Trust Company, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser you without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefromtherefrom and pursuant to exemptions from the prospectus and registration requirements of the Securities Act (Nova Scotia). In connection with the sale of the Securities, the Company Issuer has prepared a preliminary offering memorandum dated January 26October 30, 2004 1997 (the "Preliminary Memorandum") and a final offering memorandum dated February 6November 14, 2004 1997 (the "Final 2 Memorandum"; ," the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each ) setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company Issuer and its subsidiaries the Guarantors and any material developments relating to the Company Issuer and its subsidiaries the Guarantors occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18, 2004 among the parties hereto (the "Registration Rights Agreement") pursuant to which the Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Commission registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 150,000,000 aggregate principal amount of its 9.004.50% Senior Subordinated Notes due 2012 2009 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (collectively, the "Guarantees"), on a joint ) jointly and several basisseverally, by each Guarantorthe Guarantors. Each of the Guarantors is a direct or indirect subsidiary of the Company. The Notes and the Guarantees are collectively referred to herein as the "Securities." The Notes are to be issued pursuant to the Indenture under an indenture (the "Indenture"), ) to be dated as of February 18October 15, 2004, 2004 by and among the Company, the Guarantors and The Bank of New YorkLaSalle National Bank, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has and the Guarantors have prepared a preliminary final offering memorandum memorandum, dated January 26October 12, 2004 (the "Preliminary Memorandum") and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Guarantees, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes Any reference herein to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum shall be deemed to refer to and Section 9 hereof as soon as include the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S")documents incorporated by reference therein. The Initial Purchaser Purchasers and its their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit B (the "Registration Rights Agreement") ), pursuant to which the Issuers have agreedCompany and the Guarantors will agree, among other things, to file (i) a registration statement with the Securities and Exchange Commission (the "Registration StatementCommission") with the Commission registering the Securities or the Exchange Notes (each as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under Act. This Agreement, the Securities Act relating to Notes, the resale of Guarantees, the Securities by holders thereof orExchange Notes, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by ), the Initial Purchaser pursuant to an exchange guarantees of the Exchange Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, Indenture and the Registration Rights Agreement and this Agreement are herein collectively referred to herein as the "Basic DocumentsOffering Agreements.". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 150,000,000 aggregate principal amount of its 9.009 1/8% Senior Subordinated Notes due 2012 2007 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Subsidiary Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture (the "Indenture"), to be dated as of February 18July 15, 20041997, among the Company, the Guarantors and The Bank of New York, a New York corporation, as trustee (the "Trustee"), and the Subsidiary Guarantors. The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The sale of the Securities will be offered and sold to the Initial Purchaser Purchasers (the "Offering") will be made without such offers and sales being registered registration of the Securities under the Securities Act of 1933, as amended amended, (together with the "Act") and the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefromupon the exemption therefrom provided by Section 4(2) of the Act. Holders of the Securities will have the benefits of a Registration Rights Agreement to be dated as of July 15, 1997 among the Issuers and the Initial Purchasers (the "Registration Rights Agreement"). In connection with the sale of the Securities, the Company has prepared a preliminary an offering memorandum dated January 26July 16, 2004 1997 (the "Preliminary Memorandum") and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the Securities, the terms of the offering of the SecuritiesOffering, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company Securities are being issued and sold in connection with the Guarantors understand that the Initial Purchaser proposes to make an offering repayment of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A certain indebtedness outstanding under the Securities ActCompany's senior secured term loan facility (as amended, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18, 2004 among the parties hereto (the "Registration Rights Amended Credit Agreement") pursuant among the Company, Canadian Imperial Bank of Commerce, as administrative agent, Merr▇▇▇ ▇▇▇ital Corporation, as documentation agent, and the other financial institutions party thereto, as lenders which will be further amended on or prior to which the Issuers have agreedclosing date. This Agreement, among other thingsthe Securities, to file (i) a registration statement (the "Registration Statement") with the Commission registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under ), the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture), the Registration Rights Agreement and this Agreement the Indenture are herein collectively referred to as the "Basic Offering Documents.". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 250,000,000 aggregate principal amount of its 9.005.70% Senior Subordinated Notes due 2012 2014, Series A (the "“Notes"”). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture under an indenture (the "“Indenture"), ”) to be dated as of February 18March 9, 2004, among 2004 by and between the Company, the Guarantors Company and The U.S. Bank of New YorkTrust National Association, as trustee Trustee (the "“Trustee"”). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities “Act"”), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 26March 2, 2004 (the "“Preliminary Memorandum"”) and a final offering memorandum dated February 6March 2, 2004 (the "“Final Memorandum"”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "“Memorandum"), each ”) setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S")documents incorporated by reference therein. The Initial Purchaser Purchasers and its their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit A (the "“Registration Rights Agreement") ”), pursuant to which the Issuers have Company has agreed, among other things, to file (i) a registration statement with the Securities and Exchange Commission (the "Registration Statement"“Commission”) with the Commission registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergerAct.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 60,000,000 aggregate principal amount of its 9.007% Senior Subordinated Notes due 2012 2014 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), ) on a joint and several basis, senior basis by each Guarantorthe Subsidiary Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities." The Securities are to be issued pursuant to the Indenture under an indenture (the "Indenture"), to be ) dated as of February 18March 22, 2004, 2004 by and among the Company, the Subsidiary Guarantors and The U.S. Bank of New YorkNational Association, as trustee Trustee (the "Trustee"). The Notes , as amended by that certain Supplemental Indenture dated as of July 20, 2004 by and among the Company, the Subsidiary Guarantors and the Guarantees are hereinafter referred to collectively as the "Securities." Trustee. The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary final offering memorandum dated January 26as of October 29, 2004 (the "Preliminary Memorandum") and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), substantially in the form of and not otherwise materially different from the offering memorandum dated March 15, 2004, as modified to reflect the financial and other information contained in the Form 10-Q’s dated May 4, 2004 and August 4, 2004 and the Form 8-K dated October 26, 2004, in each case, as filed by the Company with the Commission (as defined below) and setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and Form 10-Q for the Guarantors understand that quarter ended September 30, 2004 will contain the Initial Purchaser proposes to make an offering of the Notes only on the terms and Company’s nine months ended financial statements, which shall not in substance be materially different from nine months ended financial statements contained in the manner set forth in the Company’s Form 8-K dated October 26, 2004. Any reference herein to the Memorandum shall be deemed to refer to and Section 9 hereof as soon as include the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S")documents incorporated by reference therein. The Initial Purchaser Purchasers and its their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit A (the "Registration Rights Agreement") ), pursuant to which the Issuers Company and the Subsidiary Guarantors have agreed, among other things, to use their best efforts to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergerAct.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 155,000,000 aggregate principal amount of its 9.00Senior Subordinated Notes, the terms of which will be substantially identical to the Company's 11% Senior Subordinated Notes due 2012 2005, which were issued in a registered offering on June 14, 1995 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), ) on a joint and several sev- 2 -2- eral basis, by each Guarantorthe Subsidiary Guarantors. The Notes and the Guarantees are hereinafter referred to collectively as the "Securities". The Notes are to be issued pursuant to the Indenture under an indenture (the "Indenture"), ) to be dated as of February 18March 26, 20041997, by and among the Company, the Subsidiary Guarantors and The Bank United States Trust Company of New York, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 26March 1997 and distributed on March 19, 2004 1997 (the "Preliminary Memorandum") ), and a final offering memorandum dated February 6March 21, 2004 1997 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each ) setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Subsidiary Guarantors understand that the Initial Purchaser proposes Purchasers propose to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 8 hereof as soon as the Initial Purchaser deems Purchasers deem advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser Purchasers reasonably believes believe to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S")Act. The Initial Purchaser Purchasers and its their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit A (the "Registration Rights Agreement") ), pursuant to which the Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities Securities, by holders hold- ers thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser Purchasers pursuant to an exchange of the Notes Securities for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions herein contained, the Company Issuer proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 300,000,000 aggregate principal amount of its 9.009 1/4% Senior Subordinated Notes due 2012 2007 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), ) on a joint and several basis, basis by each Guarantorof Sky Chefs, CII, the Additional Guarantors and Caterair (collectively, the "Guarantors"). The Notes and the related Guarantees are to will be issued pursuant to the an Indenture (the "Indenture"), to be dated as of February 18, 2004, ) by and among the CompanyIssuer, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Notes and the related Guarantees are hereinafter referred to collectively as the "Securities." 2 -2- The Securities are being issued and sold in connection with the repayment and retirement of the Issuer's and Caterair's term loan indebtedness under the Credit Agreement, dated as of September 29, 1995, among the Issuer, Caterair, Caterair Holdings, Onex Food Services, Inc. and the lenders named therein (the "Existing Credit Agreement"). The financing will consist of a senior secured revolving credit agreement among the Issuer, certain other parties and certain lenders (the "SCIS Credit Agreement") and a senior secured credit agreement among Caterair, the Issuer, certain other parties and certain lenders (the "Caterair Credit Agreement," and together with the SCIS Credit Agreement, the "Senior Bank Financing"). The Securities will be offered and sold to the Initial Purchaser you without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company Issuer has prepared a preliminary offering memorandum memorandum, dated January 26August 7, 2004 1997 (the "Preliminary Memorandum") ), and a final offering memorandum memorandum, dated February 6August 22, 2004 1997 (the "Final Memorandum"; ," the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries Issuer and any material developments relating to the Company and its subsidiaries Issuer occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18, 2004 among the parties hereto (the "Registration Rights Agreement") pursuant to which the Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Commission registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions herein -------------- contained, the Company proposes Issuers propose to issue and sell to the Initial Purchaser Purchasers $200,000,000 100,000,000 aggregate principal amount of its 9.00their 8-7/8% Senior Subordinated Secured Notes due 2012 2008, Series A (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the under an indenture dated as ----- of February 9, 2001, as supplemented by a First Supplemental Indenture dated September 11, 2001 (the "Indenture"), to be dated as of February 18, 2004, ) by and among the Company, the Guarantors Issuers and The Bank of --------- New York, as trustee Trustee (the "Trustee"). ------- The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in --- reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has Issuers and Universal Compression, Inc., a Texas corporation (the "Company"), have prepared a preliminary an ------- offering memorandum dated January 26, 2004 the date hereof (the "Preliminary Memorandum") and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or ---------- including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Issuers, the Company and its subsidiaries and any material developments relating to the Issuers and the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company Initial Purchasers and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit A (the "Registration Rights --------- ------------------- Agreement") ), pursuant to which the Issuers Issuers, the Company and Universal --------- Compression Holdings, Inc., a Delaware corporation ("UCH"), have agreed, among other things, to file (i) a registration statement (the "Registration Statement") ---------------------- with the Securities and Exchange Commission (the "Commission") registering the Securities ---------- Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Act. The Notes (as defined are being issued in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer BRL borrowing approximately $18,300,000 (the "Tender OfferBRL Term Loan") for any and all of its outstanding 11% Senior Notes due 2007 under the Tranche B Loan ------------- Agreement (as amended, the "▇▇▇▇ NotesBRL Term Loan Agreement") and (ii) concurrently therewith initiated a consent solicitation relating the issuance by ----------------------- BRL of limited partnership interests (the "Partnership Contribution") for ------------------------ aggregate consideration of $3,737,500 pursuant to Amendment No. 2 to the adoption First Amended and Restated Agreement of certain proposed amendments to Limited Partnership of BRL Universal Equipment 2001 A, L.P. (the indenture, dated as "Partnership Agreement"). BRL will apply the proceeds from --------------------- the issuance of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange NotesBRL Term Loan and the Partnership Contribution to acquire at least $122,000,000 of appraised value of domestic gas compression equipment (the "Equipment") from the Company. Contemporaneously with the --------- acquisition of the Equipment, BRL will lease the Equipment to the Company pursuant to an Equipment Lease Agreement dated February 9, 2001, as amended by a First Amendment to Equipment Lease Agreement dated October 15, 2001 (the "Lease"), between BRL and the Company and also enter into a First Amended and Restated Participation Agreement (the "Participation Agreement"), dated October ----------------------- 15, 2001, among BRL, the IndentureCompany, the Registration Rights Agreement Trustee and this the other parties thereto. The BRL Term Loan Agreement, the Partnership Agreement, the Lease and the Participation Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to herein as the "Transaction ----------- Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger." ---------

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 150,000,000 aggregate principal amount of its 9.0010% Senior Subordinated Notes due 2012 2008 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture under an indenture (the "Indenture"), ) to be dated as of February 18July 31, 2004, 1998 by and among the Company, each of the Guarantors party thereto from time to time, and The Norwest Bank of New YorkMinnesota, National Association, as trustee (the "Trustee"). The Notes are being issued and sold in connection with the Guarantees are hereinafter referred to collectively as recapitalization of the Company (the "Securities." Recapitalization") pursuant to the Agreement and Plan of Merger, dated June 23, 1998 (the "Merger Agreement"), between Globe Acquisition Company and Globe Manufacturing Co. (to be renamed Globe Holdings, Inc. in connection with the transactions described below), a Massachusetts corporation ("Globe Holdings"). The Securities Recapitalization will be financed by (i) the proceeds from the issuance of the Notes, (ii) proceeds from an investment by Code, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ III, L.P. and certain other investors in Globe Holdings, and (iii) borrowings under the Senior Credit Facility (as defined in the Final Memorandum). The Notes will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 26July 15, 2004 1998 (the "Preliminary Memorandum") ), and the Company will prepare a final offering memorandum dated February 6July 28, 2004 1998 (the "Final Memorandum"); the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each ) setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries the Company's subsidiary listed in Schedule 1 attached hereto (the "Subsidiary") and any material developments relating to the Company and its subsidiaries the Subsidiary occurring after the date of the most recent historical financial statements included therein. The Company Initial Purchasers and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit A (the "Registration Rights Agreement") ), pursuant to which the Issuers have Company has agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission registering (the Securities "Commission") in order to register the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergerAct.

The Securities. Subject to the terms and conditions herein contained, the Company Issuer proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 100,000,000 aggregate principal amount of its 9.0010 1/4% Senior Subordinated Notes due 2012 2007 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (collectively, the "Guarantees"), ) on a joint and several basis, senior subordinated basis by each Guarantor. The Notes of the Issuer's Subsidiaries listed on the signature pages hereof (collectively, and together with any subsidiary that in the Guarantees are to be issued future executes a supplemental indenture pursuant to which such subsidiary agrees to guarantee the Indenture (Notes, the "Indenture"), to be dated as of February 18, 2004, among the Company, the Guarantors and The Bank of New York, as trustee (the "TrusteeSubsidiary Guarantors"). The Notes and the Guarantees are hereinafter collectively referred to collectively herein as the "Securities." ". The Securities are to be issued under an indenture (the "Indenture") to be dated as of April 11, 1997 by and among the Issuer, the Subsidiary Guarantors and ▇▇▇▇▇▇ Trust and Savings Bank, as Trustee (the "Trustee"). The Securities are being offered in connection with the Issuer's refinancing of existing indebtedness primarily incurred under its senior revolving credit facility dated June 17, 1996 (the "Credit Agreement"). The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company Issuer has prepared a preliminary offering memorandum dated January 26March 21, 2004 1997 (the "Preliminary Memorandum") ), and a final offering memorandum dated February 6April 8, 2004 1997 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each ) setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company Credit Agreement, a description of the Issuer and its subsidiaries the Subsidiary Guarantors and any material developments development relating to the Company Issuer and its subsidiaries the Subsidiary Guarantors occurring after the date of the most recent historical financial statements included therein. The Company Initial Purchasers and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18, 2004 among the parties hereto Closing Date (as defined) (the "Registration Rights Agreement") ), pursuant to which the Issuers have agreedIssuer and the Subsidiary Guarantors will agree, among other things, to file with the Securities and Exchange Commission (the "Commission"), under the circumstances set forth therein, (i) a registration statement under the Act (the "Exchange Offer Registration Statement"), relating to Senior Subordinated Notes due 2007 of the Issuer (the "Exchange Notes") with to be offered in exchange (the Commission registering "Exchange Offer") for the Securities or Notes, and (ii) as and only to the Exchange Notes (as defined in extent required by the Registration Rights Agreement) under the Securities Act or (ii) , a shelf registration statement pursuant to Rule 415 under the Securities Act relating to (the resale of "Shelf Registration Statement" and, together with the Securities by holders thereof orExchange Offer Registration Statement, if applicablethe "Registration Statements"), relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange certain holders of the Notes for Private Notes, and to use its best efforts to cause (A) the Exchange Notes. In connection with Offer Registration Statement to be declared effective and (B) as and only to the Issuers' issuance and sale of the Securities, on January 20, 2004extent required, the Company's parentShelf Registration Statement to be declared effective. This Purchase Agreement (this "Agreement"), Affinity Group Holdingthe Notes, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The SecuritiesGuarantees, the Exchange Notes, the Private Exchange Notes, the Indenture, Indenture and the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to collectively as the "Transaction Operative Documents."). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser $200,000,000 88,200,000 aggregate principal amount of its 9.00107/8% Senior Subordinated Notes due 2012 (the "NotesSecurities"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees Securities are to be issued pursuant to the Indenture Indenture, to be dated as of March 24, 2005 (the "Indenture"), to be dated as of February 18, 2004, among between the Company, the Guarantors Company and The Bank of New York, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum memorandum, dated January 26March 8, 2004 2005 (the "Preliminary Memorandum") ), and a final offering memorandum memorandum, dated February 6March 21, 2004 2005 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand understands that the Initial Purchaser proposes to make an offering of the Notes Securities only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, delivered (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and 144A; (ii) to persons in the United States whom the Initial Purchaser reasonably believes (based upon written representations made by such persons to the Initial Purchaser) to be "accredited investors" ("Accredited Investors") as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act or (iii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement Agreement, to be dated as of February 18March 24, 2004 among the parties hereto 2005 (the "Registration Rights Agreement") ), between the parties hereto, pursuant to which the Issuers have Company has agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Commission registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes Securities for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". ." The Issuers propose Company proposes to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment")) of the senior credit facility of Affinity Group, allowing forInc. ("AGI") to permit, among other things, a capital contribution consisting of the issuance and sale net proceeds of the offering of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by from the Company of to AGI, which in turn will make a dividend capital contribution in an equal amount to its principal stockholder Camping World, Inc., which in the turn will make a capital contribution in an equal amount to CWI, Inc., which in turn will make a capital contribution in an equal amount to CWFR Capital Corp. ("CWFR"), which in turn will acquire a preferred membership interest, with a face amount of $60.0 million 88.2 million, in FreedomRoads Holding Company, LLC ("FreedomRoads Holding") (collectively, the "Transactions") ). The acquisition of the preferred membership interest in FreedomRoads Holding by CWFR will be effected pursuant to a purchase agreement (the Amendment "CWFR Purchase Agreement") to be entered into by CWFR and FreedomRoads Holding; the Amendment, the CWFR Purchase Agreement and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents."). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions herein contained, the Company proposes Issuers propose to issue and sell to the Initial Purchaser 71,634 units (the "Units"), each Unit consisting of $200,000,000 1,000 aggregate principal amount at maturity of its 9.00the Issuers' 12% Senior Subordinated Secured Discount Notes due 2012 2005 (the "Notes") and one membership unit of the Company (each, a "Membership Unit"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture (the "Indenture"), to be dated as of February 18September 30, 20041997, among the Issuers and Wilmington Trust Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Units, Notes and the Guarantees Membership Units are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has Issuers have prepared a preliminary offering memorandum dated January 26September 17, 2004 (1997, the "Preliminary Memorandum") and a final offering memorandum dated February 6September 24, 2004 1997 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors Issuers understand that the Initial Purchaser proposes to make an offering of the Notes Securities only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A 144A, and to a limited number of institutional "accredited investors" ("Accredited Investors"), as defined in Rule 501(a)(1), (2), (3) and (ii7) under Regulation D of the Securities Act, in private sales exempt from registration under the Securities Act, and outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S")Act. The Initial Purchaser and its direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18, 2004 the Closing Date among the parties hereto (the "Registration Rights Agreement") pursuant to which the Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Commission registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities Notes by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance The Initial Purchaser and sale its direct and indirect transferees of the Securities, on January 20, 2004, Membership Units will be entitled to the benefits of a Membership Unitholders Agreement dated as of the Closing Date among the Company's parent, Affinity Group Holding, Inc. ACME Parent ("▇▇▇▇"as defined) (i) commenced a cash tender offer and the Initial Purchaser (the "Tender OfferMembership Unitholders Agreement") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued). The Securities, the Exchange NotesIndenture, the Private Exchange Notes, Pledge Agreement (as defined in the Indenture), the Registration Rights Agreement, the Membership Unitholders Agreement and this Agreement are herein collectively referred to as the "Basic Documents". ACME Television Holdings, LLC, a Delaware limited liability company ("ACME Parent"), has entered into an acquisition agreement dated July 29, 1997 (the "St. Louis Acquisition Agreement") pursuant which ACME Television, LLC, a Delaware limited liability company ("ACME Television"), has agreed to acquire (the "St. Louis Acquisition") Station KPLR, St. Louis, Missouri (the "St. Louis Station") and ACME Television has entered into a local marketing agreement with respect to the St. Louis Station (the "St. Louis LMA"). In addition, ACME Television or one of its subsidiaries has entered into (i) an agreement dated August 22, 1997 (the "Salt Lake City Acquisition Agreement") to construct and acquire (the "Salt Lake City Acquisition") a new television broadcast station in Salt Lake City, Utah (the "Salt Lake City Station") (each as described in the Final Memorandum), (ii) an agreement dated August 22, 1997 (the "Albuquerque Acquisition Agreement") to construct and acquire (the "Albuquerque Acquisition") a new television broadcast station in Albuquerque, New Mexico (the "Albuquerque Station") (each as described in the Final Memorandum) and (iii) an agreement dated May 28, 1997 (the "Knoxville Acquisition") to upgrade the studio and transmitting capabilities and acquire (the "Knoxville Acquisition") Station ▇▇▇▇, Knoxville, Tennessee (the "Knoxville Station") (each as described in the Final Memorandum). The Issuers propose St. Louis Acquisition Agreement, the Salt Lake City Acquisition Agreement, the Albuquerque Acquisition Agreement and the Knoxville Acquisition Agreement are collectively referred to issue herein as the Securities "Acquisition Agreements." The St. Louis Acquisition, the Salt Lake City Acquisition, the Albuquerque Acquisition and the Knoxville Acquisition are collectively referred to herein as the "Acquisitions." The St. Louis Station, the Salt Lake City Station, the Albuquerque Station and the Knoxville Station are collectively referred to herein as the "Acquisition Stations." On the Closing Date, prior to or simultaneously with the amendment closing hereunder, (i) ACME Parent will make a capital contribution to the Company of $21.7 million, which the Company's senior credit facility Company will simultaneously contribute to the capital of ACME Television (the "AmendmentParent Equity Contribution"), allowing forand (ii) ACME Television and ACME Finance Corporation will issue $175,000,000 principal amount at maturity of their 10-7/8% Senior Discount Notes due 2004 (the "ACME Television Offering"). The offer, among other things, the issuance purchase and sale of the Securities and permitting (i) as contemplated by this Agreement, the distribution consummation of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer Revolving Credit Facility and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer Capital Lease Facilities (each as defined and (ii) the distribution by the Company of a dividend to its principal stockholder described in the amount of $60.0 million (Final Memorandum), the Parent Equity Contribution, the ACME Television Offering, the St. Louis LMA and the Acquisitions are collectively referred to herein as the "Transactions.") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions herein contained, the Company Issuer proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 115,000,000 aggregate principal amount of its 9.008-7/8% Senior Subordinated Notes due 2012 2005 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (collectively, the "Guarantees"), ) on a joint senior basis by the Parent and several basis, on a senior basis by each the Subsidiary Guarantor. The Notes and the Guarantees are collectively referred to herein as the "Securities". The Securities are to be issued pursuant to the Indenture under an indenture (the "Indenture"), ) to be dated as of February 18August 1, 2004, 1997 by and among the CompanyIssuer, the Guarantors and The Bank of New YorkCrestar Bank, as trustee Trustee (the "Trustee"). The Notes All of the issued and outstanding capital stock of the Issuer and the Guarantees are hereinafter referred Subsidiary Guarantor will be pledged by the Company to collectively the Trustee for the benefit of holders of the Notes. On or prior to the Closing Date (as defined below), the Issuer will execute a new credit facility with a commitment of not less than $170 million among the Issuer and two of its subsidiaries, as borrowers, Deutsche Bank A.G. as agent and Bankers Trust Commercial Corporation as co-agent (the "Securities." Global Bank Facility"). The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has Issuer and the Guarantors have prepared a preliminary offering memorandum dated January 26July 10, 2004 1997 (the "Preliminary Memorandum") ), and a final offering memorandum dated February 6July 25, 2004 1997 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each ) setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company Global Bank Facility, a description of the Issuer and its subsidiaries the Guarantors and any material developments development relating to the Company Issuer and its subsidiaries the Guarantors occurring after the date of the most recent historical financial statements included therein. The Company Issuer and the Guarantors understand that the Initial Purchaser proposes Purchasers propose to make an offering of the Notes only on the terms and in the manner set forth in the Final Memorandum and Section 9 8 hereof as soon as the Initial Purchaser deems Purchasers deem advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser Purchasers reasonably believes believe to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A 144A, and to a limited number of other institutional "accredited investors" ("Accredited Investors") as defined in Rule 501(a)(1), (2), (3) and (ii7) under Regulation D of the Act in private sales exempt from registration under the Act, and outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S")Act. The Initial Purchaser Purchasers and its their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18, 2004 among the parties hereto Closing Date (as defined) (the "Registration Rights Agreement") ), pursuant to which the Issuers have agreedIssuer and the Guarantors will agree, among other things, to file (i) to file with the Securities and Exchange Commission (the "Commission"), under the circumstances set forth therein, a registration statement under the Act (the "Exchange Offer Registration Statement"), relating to Senior Notes due 2005 of the Issuer (the "Exchange Notes") with to be offered in exchange (the Commission registering "Exchange Offer") for the Securities or Notes, (ii) as and to the Exchange Notes (as defined in extent required by the Registration Rights Agreement) under , to file with the Securities Act or (ii) Commission a shelf registration statement pursuant to Rule 415 under the Securities Act relating to (the resale of "Shelf Registration Statement" and, together with the Securities by holders thereof orExchange Offer Registration Statement, if applicablethe "Registration Statements"), relating to the resale by certain holders of the Notes, and to use its best efforts to cause such Registration Statements to be declared effective and (iii) to issue and deliver Private Exchange Notes (as defined in the Registration Rights Agreement) by pursuant to the Private Exchange (as defined in the Registration Rights Agreement) to any Initial Purchaser pursuant to holding Notes having the status of an exchange of the Notes for Private Exchange Notesunsold allotment. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004This Purchase Agreement (this "Agreement"), the Company's parentNotes, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The SecuritiesGuarantees, the Exchange Notes, the Private Exchange Notes, the Indenture, Indenture and the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to collectively as the "Transaction Operative Documents."). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 500,000,000 aggregate principal amount of its 9.008 7/8% Senior Subordinated Notes due 2012 2007 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Subsidiary Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture (the "Indenture"), to be dated as of February 18June 23, 20041997, among the Company, the Guarantors and The Bank of New York, a New York banking corporation, as trustee (the "Trustee"), and the Subsidiary Guarantors. The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities Notes will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 26June 10, 2004 1997 (including the documents incorporated by reference therein, the "Preliminary Memorandum") ), and a final offering memorandum dated February 6June 17, 2004 1997 (including the documents incorporated by reference therein, the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), ) each setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Subsidiary Guarantors understand that the Initial Purchaser proposes Purchasers propose to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems Purchasers deem advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser Purchasers reasonably believes believe to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A 144A, and to a limited number of institutional "accredited investors" ("Accredited Investors"), as defined in Rule 501(a)(1), (2), (3) and (ii7) under Regulation D of the Act in private sales exempt from registration under the Act, and outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S")Act. The Initial Purchaser Purchasers and its their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18, 2004 among the parties hereto (the "Registration Rights Agreement") ), dated as of June 17, 1997 among the parties hereto pursuant to which the Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities Notes, by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser Purchasers pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and --------------- conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 275,000,000 aggregate principal amount of its 9.007 3/4% Senior Subordinated Notes due 2012 2012, Series A having the terms set forth on Schedule II hereto (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture under an indenture (the "Indenture"), ) to be dated as of February 18on or about December 20, 2004, among 2002 by and between the Company and State Street Bank and Trust Company, the Guarantors and The Bank of New York, as trustee Trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with The Company will prepare and deliver to the sale Initial Purchasers not later than the close of the Securitiesbusiness on December 16, 2002 copies of an offering memorandum to be dated December 6, 2002 (including documents incorporated by reference therein, the Company has prepared a preliminary offering memorandum dated January 26, 2004 (the "Preliminary Memorandum") and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company Any references herein to the Memorandum shall be deemed to refer to and the Guarantors understand that the Initial Purchaser proposes to make an offering include any documents incorporated by reference therein as of the Notes only on date of the terms Memorandum, and in the manner set forth in any reference to any amendment or supplement to the Memorandum shall be deemed to refer to and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A include any document filed under the Securities ActExchange Act of 1934, as such rule may be amended from time to time amended, and the rules and regulations thereunder (the "Rule 144AExchange Act"), in transactions under Rule 144A and (ii) outside after the United States to certain persons in reliance on Regulation S under date of the Securities Act ("Regulation S")Memorandum, unless otherwise noted. The Initial Purchaser Purchasers and its their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement Agreement, in form and substance reasonably satisfactory to be dated as of February 18, 2004 among the parties hereto Initial Purchasers (the "Registration Rights Agreement") ), pursuant to which the Issuers have agreedCompany will agree, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under Act. On the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes Closing Date (as defined in the Registration Rights Agreement) by Section 3 below), the Initial Purchaser pursuant to an exchange Purchasers will deposit the gross proceeds of the sale of the Notes for Private Exchange Notes. In connection with (the Issuers' issuance and sale of the Securities"Escrowed Funds"), on January 20, 2004, representing funds that will be used to purchase or redeem the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 119 3/4% Senior Notes Subordinated Debentures due 2007 (the "▇▇▇▇ NotesDebentures"). The Escrowed Funds will be placed into an escrow account (the "Escrow Account") pursuant to an escrow agreement in form and substance reasonably satisfactory to the Initial Purchasers (the "Escrow Agreement") to be dated as of the Closing Date by and among the Company and an escrow agent to be determined by the Company and reasonably acceptable to the Initial Purchasers (the "Escrow Agent"). Funds in the Escrow Account will be disbursed (i) to the Initial Purchasers as set forth in Section 3 and (ii) concurrently therewith initiated a consent solicitation relating until the purchase or redemption in full of the Debentures, to the adoption of certain proposed amendments Company solely upon certification by the Company that the funds will be immediately used to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and purchase price of to be paid by the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after Company for the completion of the Tender Offer and Debentures pursuant to a tender offer and/or (ii) fund the distribution redemption price of the Debentures. Any funds remaining in the Escrow Account after such disbursement to the Initial Purchasers and the purchase or redemption by the Company of a dividend all of the Debentures will be disbursed to its principal stockholder the Company. Upon the satisfaction of certain conditions as set forth in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the TransactionsEscrow Agreement, the Company shall merge with ▇▇▇▇ and the Company shall remain Escrowed Funds will be released as the surviving entity of that mergerset forth in Section 3.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser $200,000,000 an aggregate principal amount of its 9.00% Senior Subordinated Notes due 2012 of: (a) 100,000 shares (the "Notes"“Shares”) of the Company’s Common Stock, $0,001 par value per share (the “Common Stock”), and (b) warrants, substantially in the form attached hereto as Exhibit A (the “Warrants”), to acquire up to 105,000 additional shares of Common Stock (the “Warrant Shares”). The obligations of the Company under the Indenture (as hereinafter defined) Shares and the Notes will be unconditionally guaranteed (Warrants are sometimes herein collectively referred to as the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes “Securities.” This Agreement and the Guarantees Warrants are to be issued pursuant to the Indenture (the "Indenture"), to be dated as of February 18, 2004, among the Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter sometimes herein collectively referred to collectively as the "Securities“Transaction Documents." ” The Securities will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission"“SEC”) promulgated thereunder, the "“Securities Act"”), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum made available (including electronically via the Commission’s ▇▇▇▇▇ system) to Purchaser its periodic and current reports, forms, schedules, proxy statements and other documents (including exhibits and all other information incorporated by reference) filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2003. These reports, forms, schedules, statements, documents, filings and amendments, including, without limitation, the Company’s registration statement and prospectus dated January 26October 28, 2004 (the "Preliminary Memorandum"“Current Prospectus”) and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18, 2004 among the parties hereto (the "Registration Rights Agreement") pursuant to which the Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Commission registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic “Disclosure Documents"”. The Issuers propose All references in this Agreement to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among financial statements and schedules and other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase information which is “contained,” “included” or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder “stated” in the amount Disclosure Documents (or other references of $60.0 million (like import) shall be deemed to mean and include all such financial statements and schedules, documents, exhibits and other information which is incorporated by reference in the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Disclosure Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 105,000,000 aggregate principal amount of its 9.009 7/8% Senior Subordinated Notes due 2012 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture under an indenture (the "Indenture"), ) to be dated as of February 18November 15, 20041997 by and between the Company and Norwest Bank Minnesota, among the Company, the Guarantors and The Bank of New YorkN.A., as trustee Trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 26October 31, 2004 1997 (the "Preliminary Memorandum") ), and a final offering memorandum dated February 6November 12, 2004 1997 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each ) setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and therein (capitalized terms used herein without definition have the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the meanings given such terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"Memorandum). The Initial Purchaser Purchasers and its their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit A (the "Registration Rights Agreement") ), pursuant to which the Issuers have Company has agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergerAct.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser $200,000,000 110,000,000 aggregate principal amount of its 9.0012% Senior Subordinated Notes due 2012 2007 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture under an indenture (the "Indenture"), ) to be dated as of February 18November 26, 20041997, by and among the Company and Wilmington Trust Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 26November 1, 2004 1997 (the "Preliminary Memorandum") and will prepare a final offering memorandum dated February 6November 19, 2004 1997 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a the "Memorandum"), each ) setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the enter into a Registration Rights Agreement to be dated as of February 18, 2004 among the parties hereto (the "Registration Rights Agreement") pursuant prior to which or concurrently with the Issuers have agreedissuance of the Notes. Pursuant to the Registration Rights Agreement, among other thingsunder the circumstances and the terms set forth therein, the Company will agree to file with the Securities and Exchange Commission (the "Commission"): (i) a registration statement on Form S-4 (the "Exchange Offer Registration Statement") with the Commission registering the Securities or the relating to a registered Exchange Notes Offer (as defined in the Registration Rights Agreement) for the Notes under the Securities Act to offer to the holders of the Notes the opportunity to exchange their Notes for an issue of notes substantially identical to the Notes (except that (a) interest thereon will accrue from the last date on which interest was paid on the Notes, or if no such interest has been paid, from November 26, 1997, (b) such Notes will not contain restrictions on transfer, and (c) such Notes will not contain provisions relating to an increase in their interest rate under certain circumstances) that would be registered under the Act (the "Exchange Notes"); or (ii) alternatively, in the event that applicable interpretations of the Commission do not permit the Company to effect the Exchange Offer or do not permit any holder of the Notes to participate in the Exchange Offer, a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender OfferShelf Registration Statement") for any and all to cover resales of its outstanding 11% Senior Notes due 2007 (by such holders who satisfy certain conditions relating to, including the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption provision of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or information in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergerShelf Registration Statement.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 750,000,000 in aggregate principal amount of its 9.008% Senior Subordinated Notes due 2012 2008, Series A (the "NotesNOTES" and, together with the guarantee of each Guarantor (the "GUARANTEE"), the "SECURITIES"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture under an indenture (the "IndentureINDENTURE"), ) to be dated as of February 18November 17, 2004, 1998 by and among the Company, the Guarantors and The Bank of New York, as trustee (the "TrusteeTRUSTEE"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities ActACT"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary an offering memorandum dated January 26November 12, 2004 1998 (the "Preliminary MemorandumOFFERING MEMORANDUM") and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company Initial Purchasers and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit A (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT") ), pursuant to which the Issuers have Company has agreed, among other things, to file with the Securities and Exchange Commission (the "COMMISSION") under the circumstances set forth therein (i) a registration statement (the "Registration StatementREGISTRATION STATEMENT") with the Commission registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act relating to the Company's 8% Senior Notes due 2008, Series B (the "EXCHANGE NOTES"), to be offered in exchange for the Notes or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities Notes by holders thereof or, if applicable, relating to the resale of Private debt securities of the Company substantially identical to the Exchange Notes (as defined in the Registration Rights Agreement"PRIVATE EXCHANGE NOTES") by the Initial Purchaser Purchasers pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser $200,000,000 an aggregate principal amount of its 9.00% Senior Subordinated Notes due 2012 of: (a) 100,000 shares (the "Notes"“Shares”) of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), and (b) warrants, substantially in the form attached hereto as Exhibit A (the “Warrants”), to acquire up to 105,000 additional shares of Common Stock (the “Warrant Shares”). The obligations of the Company under the Indenture (as hereinafter defined) Shares and the Notes will be unconditionally guaranteed (Warrants are sometimes herein collectively referred to as the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes “Securities.” This Agreement and the Guarantees Warrants are to be issued pursuant to the Indenture (the "Indenture"), to be dated as of February 18, 2004, among the Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter sometimes herein collectively referred to collectively as the "Securities“Transaction Documents." ” The Securities will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission"“SEC”) promulgated thereunder, the "“Securities Act"”), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum made available (including electronically via the Commission’s ▇▇▇▇▇ system) to Purchaser its periodic and current reports, forms, schedules, proxy statements and other documents (including exhibits and all other information incorporated by reference) filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2003. These reports, forms, schedules, statements, documents, filings and amendments, including, without limitation, the Company’s registration statement and prospectus dated January 26October 28, 2004 (the "Preliminary Memorandum"“Current Prospectus”) and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18, 2004 among the parties hereto (the "Registration Rights Agreement") pursuant to which the Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Commission registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic “Disclosure Documents". The Issuers propose .” All references in this Agreement to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among financial statements and schedules and other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase information which is “contained,” “included” or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder “stated” in the amount Disclosure Documents (or other references of $60.0 million (like import) shall be deemed to mean and include all such financial statements and schedules, documents, exhibits and other information which is incorporated by reference in the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Disclosure Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to each Purchaser, severally and not jointly, (a) the Initial Purchaser $200,000,000 aggregate principal amount number of shares of its 9.00% Senior Subordinated Notes due 2012 Class A Common Stock, par value $0.10 per share (the "NotesCommon Stock"). The obligations , set forth on the signature page of such Purchaser hereto (collectively, the Company under "Shares") (b) a warrant, substantially in the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed form attached hereto at Exhibit A (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture (the "IndentureSeries A Warrants"), to be dated as of February 18, 2004, among the Company, the Guarantors and The Bank of New York, as trustee acquire one (1) share (the "TrusteeSeries A Warrant Shares") of Common Stock for each two (2) Shares purchased pursuant to this Agreement, and (c) a warrant, substantially in the form attached hereto as Exhibit B (the "Series B Warrants" and, together with the Series A Warrants, the "Warrants"), to acquire one (1) share (the "Series B Warrant Shares" and, together with the Series A Warrant Shares, the "Warrant Shares") of Common Stock for each two (2) Shares purchased pursuant to this Agreement. The Notes Shares and the Guarantees Warrants are hereinafter sometimes herein collectively referred to collectively as the "Securities." ". The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 26made available to the Purchasers its periodic and current reports filed with the Commission under the Securities Exchange Act of 1934, 2004 as amended (the "Preliminary MemorandumExchange Act") ), since January 1, 2001. These reports, filings and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being amendments are collectively referred to as a the "MemorandumDisclosure Documents"), each setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries and any material developments relating . All references in this Agreement to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included thereinand schedules and other information which is "contained," "included" or "stated" in the Disclosure Documents shall be deemed to mean and include all such financial statements and schedules. The Company Purchasers and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its their direct and indirect transferees of the Securities will be entitled to the benefits of the a Registration Rights Agreement to be dated in substantially the form attached hereto as of February 18, 2004 among the parties hereto Exhibit C (the "Registration Rights Agreement") pursuant to which the Issuers have agreedCompany will agree, among other things, to file (i) effect a shelf registration statement (the "Shelf Registration Statement") with the Commission registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities Shares and the Warrant Shares by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the thereof. The Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "Engagement Letter with ▇▇▇▇ NotesCapital Partners, LLC (the ") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The SecuritiesPlacement Agent"), the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement Warrants and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions contained herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 60,000,000 aggregate principal amount of its 9.00% Floating Rate Convertible Senior Subordinated Notes due 2012 2013 (the "Notes"“Firm Securities”). The obligations Company also proposes to issue and sell to the Initial Purchasers at Deutsche Bank Securities Inc.’s option an additional $9,000,000 aggregate principal amount of its Floating Rate Convertible Senior Subordinated Notes due 2013 (the “Option Securities” and together with the Firm Securities, the “Securities”) as set forth below. The Securities are convertible into shares of common stock, par value $0.01 per share, of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"“Common Stock”), on a joint and several basis, by each Guarantor. The Notes and shares of Common Stock into which the Guarantees Securities may be convertible are referred to herein as the “Underlying Securities.” The Securities are to be issued pursuant to the terms of an Indenture (the "Indenture"), to be dated as of February March 18, 20042005, among between the Company, the Guarantors Company and The Bank of New YorkSunTrust Bank, as trustee Trustee (the "“Trustee"”). The Notes sale of the Securities and the Guarantees are hereinafter referred to collectively as the "Securities." The Underlying Securities will be offered and sold to the Initial Purchaser made without such offers and sales being registered registration under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "“Securities Act"”), in reliance on exemptions therefromfrom the registration requirements of the Securities Act. As the Initial Purchasers, you have advised the Company that you will offer and sell the Securities purchased by you hereunder (the “Offering”) in accordance with Section 4 hereof as soon as you deem advisable. In connection with the sale of the SecuritiesOffering, the Company has prepared a preliminary final offering memorandum memorandum, dated January 26March 15, 2004 2005 (the "Preliminary Memorandum") and a final offering memorandum dated February 6, 2004 (the "“Final Memorandum"; ”). The Final Memorandum sets forth certain information regarding the Preliminary Memorandum Company, the Securities and the Underlying Securities. The Company hereby confirms that it has authorized the use of the Final Memorandum, and any amendment or supplement thereto, in connection with the Offering by the Initial Purchasers. Unless stated to the contrary, all references herein to the Final Memorandum each are to the Final Memorandum at the date thereof and are not meant to include any amendment or supplement, or any information incorporated by reference therein subsequent to the date thereof and any references herein being referred to the terms “amend,” “amendment” or “supplement” with respect to the Final Memorandum shall be deemed to refer to and include any information filed under the Securities Exchange Act of 1934, as a "Memorandum"amended (the “Exchange Act”), each setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries and any material developments relating subsequent to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included Final Memorandum which is incorporated by reference therein. The term “Memorandum” refers to the Final Memorandum. Concurrently with the Offering, the Company and is also separately offering $290,000,000 in aggregate principal amount of 10-1/2% Senior Secured Notes due 2013 (the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"“Senior Notes”). The Initial Purchaser and its direct and indirect transferees proceeds of the Senior Notes offering along with the proceeds from the sale of the Securities will be entitled used as described in the Final Memorandum under the heading “Use of Proceeds.” In connection with the Offering, the Company also proposes to the benefits of the enter into a Registration Rights Agreement Agreement, to be dated as of February 18, 2004 among the parties hereto (the "Registration Rights Agreement") pursuant to which the Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Commission registering the Securities or the Exchange Notes Closing Date (as defined in Section 3(a) below), between the Company and the Initial Purchasers (the “Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale ”). In consideration of the Securities by holders thereof or, if applicable, relating to mutual agreements contained herein and of the resale interests of Private Exchange Notes (as defined the parties in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004transactions contemplated hereby, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated parties hereto agree as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.follows:

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser $200,000,000 aggregate principal amount of its 9.00% Senior Subordinated Notes due 2012 1,360 units (the "NotesUnits"). The obligations ) consisting of 1,000 shares of 12% Senior PIK Preferred Stock (the "Preferred Stock") with Warrants (the "Warrants") to purchase an aggregate of 44,440 shares of Common Stock of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "GuaranteesWarrant Shares"), ) representing 7% of the outstanding Common Stock of the Company on a joint and several fully diluted basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture (the "Indenture"), to be dated as of February 18, 2004, among the Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities Units will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesUnits, the Company has prepared a preliminary offering memorandum dated January 26June 16, 2004 1997 (the "Preliminary Memorandum") and will prepare a final offering memorandum dated February 6June 18, 2004 1997 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each ) setting forth or including a description of the terms of the SecuritiesUnits, the Preferred Stock and the Warrants, the terms of the offering of the SecuritiesUnits, a description of the Company and its subsidiaries the Subsidiaries (as defined below) and any material developments relating to the Company and its subsidiaries the Subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the enter into a Registration Rights Agreement to be dated as of February 18, 2004 among the parties hereto (the "Preferred Stock Registration Rights Agreement") pursuant prior to which or concurrently with the Issuers have agreedissuance of the Units. Pursuant to the Preferred Stock Registration Rights Agreement, among other thingsunder the circumstances and the terms set forth therein, the Company will agree to file with the Securities and Exchange Commission (the "Commission"): (i) a registration statement (the "Exchange Offer Registration Statement") with the Commission registering the Securities or the ), relating to a registered Exchange Notes Offer (as defined in the Preferred Stock Registration Rights Agreement) for the Preferred Stock under the Securities Act to offer to the holders of the Preferred Stock the opportunity to exchange their Preferred Stock for an issue of preferred stock substantially identical to the Preferred Stock that would be registered under the Act (the "Exchange Preferred Stock") (except that (a) dividends thereon will accrue from the last date on which dividends were paid on the Preferred Stock, or if no such dividends have been paid, from the date of original issuance of the Preferred Stock, (b) such Preferred Stock will not contain any restrictions on transfer, and (c) such Preferred Stock will not contain provisions relating to an increase in the dividend rate for a failure to register the Preferred Stock pursuant to the Preferred Stock Registration Rights Agreement) or (ii) alternatively, in the event that applicable interpretations of the Commission do not permit the Company to effect the Exchange Offer or do not permit any holder of the Preferred Stock to participate in the Exchange Offer, a shelf registration statement pursuant (the "Shelf Registration Statement") to Rule 415 under cover resales of Preferred Stock by such holders who satisfy certain conditions relating to, including the Securities Act relating to the resale provision of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined information in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") Shelf Registration Statement. The Company will enter into (i) commenced a cash tender offer Unit Agreement (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ NotesUnit Agreement") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated Warrant Agreement with United States Trust Company as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility Unit Agent (the "AmendmentUnit Agent") or Warrant Agent (the "Warrant Agent"), allowing foras the case may be, among other thingsprior to, or concurrently with, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million Units (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction DocumentsWarrant Agreement"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions -------------- herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 aggregate principal amount of its 9.0010 1/4% Senior Subordinated Notes due 2012 2007 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed on a senior subordinated basis (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture (the "Indenture"), to be dated as of February 18October 23, 20041997, among the Company, the Guarantors and The Bank United States Trust Company of New York, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities Notes will be offered and sold to the Initial Purchaser without such offers and sales being registered Purchasers under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 26September 29, 2004 1997 (the "Preliminary Memorandum") and a final offering memorandum dated February 6October 17, 2004 1997 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the Securities, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and Lil' Champ Food Stores, Inc., a Florida corporation ("Lil' Champ") and any material developments relating to the Company and its subsidiaries and Lil' Champ occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes Purchasers propose to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems Purchasers deem advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser Purchasers reasonably believes believe to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A 144A, and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S")Act. The Initial Purchaser Purchasers and its their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the a Registration Rights Agreement to be dated substantially in the form attached hereto as of February 18, 2004 Annex A among the parties hereto (the "Registration Rights Agreement") pursuant to which the Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Commission registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities Notes by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser Purchasers pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". ." The Issuers propose to issue the Securities simultaneously in connection with the amendment consummation of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting certain related transaction including (i) the distribution acquisition (the "Lil' Champ Acquisition") by the Company of Lil' Champ and (ii) an equity investment in the Company of $32.4 million by certain existing stockholders and management of the proceeds thereof Company (the "Equity Investment"). In addition, the Company is (i) entering into a New Credit Facility (as defined in the Final Memorandum) and (ii) conducting a tender offer (the "Tender Offer") and consent solicitation (the "Consent Solicitation") with respect to ▇▇▇▇ to fund its 12% Series B Senior Notes due 2000 (the "Senior Notes"). The Lil' Champ Acquisition, the Equity Investment, the New Credit Facility, the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend Consent Solicitation are collectively referred to its principal stockholder in the amount of $60.0 million (herein as the "Transactions") (" and the Amendment stock purchase agreement relating to the Lil' Champ Acquisition, the stock purchase agreement relating to the Equity Investment, the New Credit Facility and each other agreement entered into in connection therewith or in connection with the Transactions supplemental indenture relating to the consent solicitation are hereinafter collectively referred to as the "Transaction Documents". At the time the Lil' Champ Acquisition is consummated (the "Effective Time"). Following , which shall occur simultaneously with the Transactionsconsummation of the sale of the Securities, Lil' Champ will become a wholly owned subsidiary of the Company shall merge with ▇▇▇▇ and will execute and deliver this Agreement and the Company shall remain Guarantees and become subject to all of the provisions of this Agreement and the Guarantees as the surviving entity of that mergera Guarantor.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers (the "Offering") $200,000,000 475,000,000 aggregate principal amount of its 9.008-7/8% Senior Subordinated Notes due 2012 2011 (the "Notes"). The obligations Notes are to be issued under an indenture (the "Indenture") to be dated as of March 28, 2003 by and among the Company under Company, the Indenture Subsidiary Guarantors and Wells Fargo Bank, National Association, as Trustee (as hereinafter defined) and the Notes "Trustee"). Th▇ ▇▇▇es will be unconditionally guaranteed (the "Guarantees"), ) on a joint and several basis, senior subordinated basis by each Guarantorof the Subsidiary Guarantors and, unless the context otherwise requires, any reference to the Notes shall include a reference to the related Guarantees. The Notes and the Guarantees are to be issued pursuant to the Indenture (the "Indenture"), to be dated as of February 18, 2004, among the Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 26March 5, 2004 2003 (the "Preliminary Memorandum") and a final offering memorandum dated February 6March 17, 2004 2003 (including the information incorporated by reference therein, the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each ) setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Notes are being sold in connection with the consummation of a merger (the "Merger") of DHM Acquisition Company, Inc., a Delaware corporation, with and into the Company pursuant to an Agreement and Plan of Merger (the Guarantors understand that the Initial Purchaser proposes to make an offering "Merger Agreement") dated as of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and deliveredDecember 18, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers 2002 among DHM Acquisition Company, Inc., DHM Holding Company, Inc., a Delaware corporation ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144AHoldings"), in transactions under Rule 144A David H. Murdock and (ii) outside the United States to certain persons in reliance on Regulation S under Company. In connection wit▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ldings, the Securities Act Company and Solvest, Ltd. ("Regulation SSolvest") will enter into a senior secured credit facility in the amount of up to $1,125.0 million with Deutsche Bank AG New York, as administrative agent, and the other lenders party thereto (the "Senior Credit Facility"). The Initial Purchaser Purchasers and its their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit A (the "Registration Rights Agreement") ), pursuant to which the Issuers have agreedCompany and the Subsidiary Guarantors will agree, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergerAct.

The Securities. Subject The Company and NB Finance propose, subject to the terms and conditions herein containedherein, the Company proposes to issue and sell to the several Initial Purchaser Purchasers named in Schedule 1 hereto $200,000,000 160,000,000 aggregate principal amount of its 9.00their 10 1/2% Senior Subordinated Notes due 2012 Due 2011 (the "“Notes"”). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture (the "Indenture")under an indenture, to be dated as of February 18August 6, 20042003 (the “Indenture”), among the Company, the Guarantors Issuers and The U.S. Bank of New YorkNational Association, as trustee Trustee (the "“Trustee"”). The issuance and sale of the Notes and to the Guarantees are hereinafter Initial Purchasers is referred to collectively herein as the "Securities." “Offering. The Securities Notes will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities “Act"”), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has Issuers have prepared a preliminary offering memorandum dated January 26July 22, 2004 2003 (the "“Preliminary Memorandum"”) and a final offering memorandum dated February 6July 31, 2004 2003 (the "“Final Memorandum"”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "“Memorandum"), each ”) setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries Issuers and any material developments relating to the Company and its subsidiaries Issuers occurring after the date of the most recent historical financial statements included therein. The Company Notes are being sold in connection with the consummation of the acquisition (the “Acquisition”) by U.S. Premium Beef, Ltd. (“USPB”) and others of the Guarantors understand partnership interests of Farmland National Beef Packing Company, L.P. that USPB does not currently own pursuant to the Initial Purchaser proposes to make an that certain Asset Sale and Purchase Agreement (the “Asset Sale Agreement”) dated June 12, 2003, by and among USPB, USPBCo, LLC, U.S. Premium Products, LLC, Farmland Industries, Inc., Farmland Foods, Inc. and NBPCo., LLC. In connection with the offering of the Notes only on Notes, the terms Company will enter into a third amended and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes restated credit agreement to be qualified institutional buyers dated as of the Closing Date ("QIBs") as defined in Rule 144A under Section 3 below) by and among the Securities ActCompany, as such rule may be amended from time to time U.S. Bank National Association and the other lenders party thereto ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"“Credit Agreement”). The Offering and the Acquisition and the transactions contemplated thereby and hereby are referred to collectively as the “Transactions.” The Initial Purchaser Purchasers and its their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit A (the "“Registration Rights Agreement") ”), pursuant to which the Issuers have agreedwill agree, among other things, to file (i) a registration statement (the "“Registration Statement"”) with the Securities and Exchange Commission (the “Commission”) registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities Act. This Agreement is being entered into by holders thereof orNB Acquisition, if applicable, relating to the resale of Private Exchange Notes (as defined which will be involved in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange Acquisition, and NB Finance, which is a wholly owned subsidiary of the Notes for Private Exchange NotesNB Acquisition. In connection with the Issuers' issuance and sale consummation of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. Transactions ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"defined herein), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder as discussed in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the TransactionsFinal Memorandum, the Company shall merge with ▇▇▇▇ execute this Agreement on the Closing Date and will observe and perform all of the rights, obligations and liabilities herein as if it were an original signatory hereto. Upon execution of this Agreement by the Company on the Closing Date, NB Acquisition shall remain be fully, unconditionally and irrevocably released from all rights, obligations and liabilities hereunder. NB Acquisition and NB Finance and, as of the surviving entity of that merger.Closing Date, the Issuers, hereby agree with the several Purchasers as follows:

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 177,000,000 aggregate principal amount of its 9.0011-5/8% Senior Subordinated Notes due 2012 2007, Series A (the "NotesNOTES"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (collectively the "GuaranteesGUARANTEES"), ) on a joint and several basis, senior basis by each Guarantorof the Subsidiary Guarantors. The Notes and the Guarantees are collectively referred to herein as the "SECURITIES." The Securities are to be issued pursuant to the Indenture under an indenture (the "IndentureINDENTURE"), ) to be dated as of February 1820, 2004, 2002 by and among the Company, the Subsidiary Guarantors and The Bank of New York, as trustee Trustee (the "TrusteeTRUSTEE"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities ActACT"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 2631, 2004 2002 (the "Preliminary MemorandumPRELIMINARY MEMORANDUM") -3- and a final offering memorandum dated February 614, 2004 2002 (the "Final MemorandumFINAL MEMORANDUM"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "MemorandumMEMORANDUM"), each ) setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the Securities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company Initial Purchasers and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto EXHIBIT A (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT") ), pursuant to which the Issuers Company and the Subsidiary Guarantors have agreed, among other things, to file (i) a registration statement (the "Registration StatementREGISTRATION STATEMENT") with the Securities and Exchange Commission (the "COMMISSION") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under Act. Concurrently with the Securities Act relating to the resale offering of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced Company and the Subsidiary Guarantors will enter into a cash tender offer credit agreement (the "Tender OfferCREDIT AGREEMENT") for any with The Bank of Nova Scotia, as administrative agent, and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by lenders thereto whereby the Company of will have available a dividend to its principal stockholder in the amount of $60.0 40 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergerrevolving credit facility.

The Securities. Subject to the terms and conditions herein contained, the Company proposes Issuers propose to issue and sell to the Initial Purchaser (the “Offering”) $200,000,000 aggregate 207,000,000 principal amount at maturity (approximately $150,101,910 gross proceeds) of its 9.0010 3/4% Senior Subordinated Secured Discount Notes due 2012 2009 (the "“Notes"”). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture terms of an indenture (the "“Indenture"), ”) to be dated the Closing Date (as of February 18defined in Section 3 below), 2004, by and among the CompanyIssuers, the Guarantors and The Bank of New York, as trustee (the "“Trustee"”). The Issuers’ obligations under the Notes and the Indenture will be unconditionally guaranteed (the “Guarantees”) on a senior secured basis by each of the Guarantors. The Notes and the Guarantees are hereinafter collectively referred to collectively as the "“Securities." ” The Securities will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities “Act"”), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has Issuers have prepared a preliminary offering memorandum dated January 26April 29, 2004 (the "“Preliminary Memorandum"”) and a final offering memorandum dated February 6May 11, 2004 (the "“Final Memorandum"”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "“Memorandum"), each ”) setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company Issuers and its subsidiaries the Guarantors and any material developments relating to the Company Issuers and its subsidiaries the Guarantors occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated Security Documents (as of February 18defined in the Final Memorandum) and a registration rights agreement, 2004 among substantially in the parties form attached hereto as Exhibit A (the "“Registration Rights Agreement") ”), pursuant to which the Issuers have agreed, among other things, and the Guarantors will agree to file (i) a registration statement with the Securities and Exchange Commission (the "Registration Statement"“Commission”) with (a) under the Commission registering the Securities or the Exchange Notes (as defined circumstances set forth in the Registration Rights Agreement, a registration statement under the Act relating to a new issue of debt securities with terms identical to the terms of the Securities other than the restrictions on transfer (the “Exchange Securities” which term includes the guarantees related thereto) to be offered in exchange for the Securities (the “Exchange Offer”) and issued under the Indenture or an indenture substantially similar to the Indenture and (b) under certain circumstances set forth in the Securities Act or (ii) Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale by certain holders of the Securities. Pursuant to the Security Documents, the Issuers and the Guarantors have agreed, among other things, to grant to Deutsche Bank Trust Company Americas, as collateral agent, (the “Collateral Agent”) for the benefit of the Trustee and the holders of the Securities by holders thereof or, if applicable, relating to a second priority security interest in and lien on the resale of Private Exchange Notes Collateral (as defined in the Registration Rights Agreement) by Final Memorandum), subject to certain exceptions and otherwise in accordance with the Initial Purchaser pursuant to an exchange terms of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer Indenture and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer Security Documents and (ii) the distribution by the Company of a dividend to its principal stockholder as described in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergerMemorandum.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 152,250,000 aggregate principal amount of its 9.0011 1/4% Senior Subordinated Notes due 2012 2009 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed on a senior subordinated basis (the "Guarantees"), ) and on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture (the "Indenture"), to be dated as of February 18June 16, 20041999, among the Company, the Guarantors and The IBJ Whitehall Bank of New York& Trust Company, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities Notes will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January May 26, 2004 1999 (the "Preliminary Memorandum") and a final offering memorandum dated February 6June 14, 2004 1999 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the Securities, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors Issuers understand that the Initial Purchaser proposes Purchasers propose to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems Purchasers deem advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser Purchasers reasonably believes believe to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A 144A, and to a limited number of institutional "accredited investors" ("Accredited Investors"), as defined in Rule 501(a)(1), (2), (3) and (ii7) under Regulation D of the Securities Act, in private sales exempt from registration under the Securities Act, and outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S")Act. The Initial Purchaser Purchasers and its their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18June 16, 2004 1999 among the parties hereto (the "Registration Rights Agreement") pursuant to which the Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Commission registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities Notes by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser Purchasers pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange NotesNotes (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously in connection with an overall plan to recapitalize and restructure certain of the amendment indebtedness of Consorcio G Grupo ▇▇▇▇, S.A. de C.V. ("Grupo ▇▇▇▇") and its subsidiaries, including the Issuers. The recapitalization and restructuring will include the following transactions (collectively, the "Transactions"): (a) a $175 million investment in MCII Holdings (USA) Inc. ("MCII Holdings") comprised of a $125 million common equity investment and a $50 million investment in the form of senior notes and warrants, by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ Fund III L.P., along with affiliates of CIBC (collectively, the "MCII Investors") pursuant to an investment agreement dated June 11, 1999, among the MCII Investors and Grupo ▇▇▇▇ (the "Investment Agreement"); (b) certain asset transfers pursuant to the Investment Agreement, including, among others, (i) MCII Holdings' transfer of its ▇▇▇▇ Autobuses, S.A. de C.V. ("Autobuses") subsidiary to the Company, (ii) Autobuses' transfer of certain immaterial subsidiaries to Grupo ▇▇▇▇, (iii) Autobuses' transfer to Grupo ▇▇▇▇ of a group of transit buses that are leased to a company affiliated with Grupo ▇▇▇▇, together with related lease rights, (iv) Autobuses' cancellation of certain receivables due from Grupo ▇▇▇▇ and its subsidiaries, and (v) the Company's transfer of its Universal Coach Parts Mexico, S.A. de C.V. subsidiary to Grupo ▇▇▇▇; (c) entry into a new senior credit facility among the Company, the Guarantors and certain other subsidiaries of the Company's senior credit facility , and a syndicate of lenders including the Canadian Imperial Bank of Commerce, as agent, providing for up to $333 million in term loans and $117 million in revolving loans (the "AmendmentNew Senior Credit Facility"), allowing for, among other things, ; (d) the issuance and sale repayment or redemption of the Securities and permitting (i) the distribution Company's existing senior credit facilities, (ii) the Company's approximately $100 million of outstanding 9.02% senior notes, (iii) the proceeds thereof to Company's approximately $40 million of outstanding senior subordinated increasing rate notes due 1999 and (iv) approximately $16.3 million outstanding under Autobuses' existing credit facility; (e) tenders and consent solicitations by Grupo ▇▇▇▇, dated May 14, 1999, (collectively, the "Tender Offers") for its $206.5 million aggregate principal amount of senior secured discount notes due 2002 and the $35 million outstanding senior secured guaranteed notes, due 2000, of ▇▇▇▇ Trucks (USA), L.L.C.; and (f) a final distribution to fund the Tender Offer and the repurchase or redemption of any Grupo ▇▇▇▇ Notes that remain outstanding after pursuant to a partial redemption distribution for MCII Holdings common stock, in an amount and manner consistent with the completion of Final Memorandum. The foregoing Transactions are to be effected pursuant to the Investment Agreement, the New Senior Credit Facility, the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment Offers and each other agreement entered into in connection therewith or in connection with any of the foregoing Transactions are hereinafter referred to as (the "Transaction Documents"). Following the Transactions, the Company shall merge with Grupo ▇▇▇▇ ▇, MCII Holdings and the Company shall remain Motor Coach Industries International, Inc., are collectively referred to below as the surviving entity of that merger"Issuer Parents".

The Securities. Subject to the terms and conditions herein -------------- contained, the Company proposes to issue and sell to the Initial Purchaser $200,000,000 100,000,000 aggregate principal amount of its 9.00[]% Senior Subordinated Notes Notes, Series A due 2012 2008 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture under an indenture ----- (the "Indenture"), ) to be dated as of February 18May 5, 2004, among 1998 by and between the Company, the --------- Subsidiary Guarantors and The American National Bank and Trust Company of New YorkChicago, as trustee Trustee (the "Trustee"). The Notes will be guaranteed on a senior ------- subordinated basis by the Subsidiary Guarantors, pursuant to their guarantee (the "Guarantees"). The Notes and the Guarantees are hereinafter collectively ---------- referred to collectively as the "Securities." Capitalized terms used but not defined herein ---------- shall have the meanings given to such terms in the Indenture. The Securities Notes will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions --- therefrom. In connection with the sale of the SecuritiesNotes, the Company has Issuers have prepared a preliminary offering memorandum dated January 26April 20, 2004 1998 (the "Preliminary ----------- Memorandum") and a final offering memorandum dated February 6, 2004 the date hereof (the "Final ---------- ----- Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein ---------- being referred to as a "Memorandum"), each setting forth or including a description ---------- descriptions of the terms of the SecuritiesNotes, the terms of the offering of Offering (as defined below), the Securitiestransactions contemplated thereby and hereby (the "Transactions"), a description of the Company and its subsidiaries Issuers and any material developments relating to the Company ------------ Issuers and its subsidiaries their Subsidiaries as such term is defined in Section 1-02(x) of Regulation S-X promulgated under the Act (a "Subsidiary") occurring after the ---------- date of the most recent historical financial statements included therein. The Company and the Guarantors Issuers understand that the Initial Purchaser proposes to make an offering of the Notes (the "Offering") only on the terms and in the manner set -------- forth in the Final Memorandum and Section 9 8 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("Qualified Institutional Buyers" or ------------------------------ "QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from ---- time to time ("Rule 144A"), in transactions under Rule 144A 144A; to a limited number --------- of other institutional "accredited investors" ("Accredited Investors") as -------------------- defined in Rule 501(a)(1), (2), (3) and (ii7) under Regulation D of the Act in private sales exempt from registration under the Act; and outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S")Act. The Initial Purchaser and its any direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit A (the "Registration Rights --------- ------------------- Agreement") ), to be dated the Closing Date (as defined in Section 3 below), --------- pursuant to which the Issuers have agreedwill agree, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and ---------------------- Exchange Commission (the "Commission") registering the Securities Notes or the Exchange ---------- Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergerAct.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to Purchaser (a) 1,100,000 shares (the Initial Purchaser $200,000,000 aggregate principal amount “Shares”) of its 9.00% Senior Subordinated Notes due 2012 Series C Convertible Preferred Stock, par value $ 1.00 per share (the "Notes"“Series C Stock”), which shall be convertible into shares (the “Conversion Shares”) of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), in accordance with the formula set forth in the Certificate of Designation further described below and (b) warrants, substantially in the form attached hereto at Exhibit A (the “Warrant”), to acquire up to 1,000,000 shares of Common Stock (the “Warrant Shares”). The obligations rights, preferences and privileges of the Company under Series C Stock are as set forth in the Indenture Certificate of Designation of Series C Preferred Stock as filed with the Secretary of State of the State of Delaware (the “Certificate of Designation”) in the form attached hereto as hereinafter defined) Exhibit B. The number of Conversion Shares and the Notes will be unconditionally guaranteed (number of Warrant Shares are both subject to adjustment as set forth in the "Guarantees"), on a joint Certificate of Designation and several basis, by each Guarantorin the Warrant. The Notes Shares and the Guarantees Warrant are sometimes herein collectively referred to be issued pursuant to as the Indenture (the "Indenture"), to be dated as of February 18, 2004, among the Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Notes “Securities.” This Agreement and the Guarantees Warrant are hereinafter sometimes herein collectively referred to collectively as the "Securities“Transaction Documents." ” The Securities will be offered and sold to the Initial Purchaser subject to the terms of this Agreement without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "“Commission"”) promulgated thereunder, the "“Securities Act"”), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 26, 2004 made available (including electronically via the "Preliminary Memorandum") and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18, 2004 among the parties hereto (the "Registration Rights Agreement") pursuant to which the Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Commission registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("Commission’s ▇▇▇▇"▇ system) to Purchaser its periodic and current reports, forms, schedules, proxy statements and other documents (iincluding exhibits and all other information incorporated by reference) commenced a cash tender offer filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Tender Offer"“Exchange Act”) for any since July 1, 2002. These reports, forms, schedules, statements, documents, filings and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indentureamendments, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic “Disclosure Documents". The Issuers propose .” All references in this Agreement to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among financial statements and schedules and other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase information which is “contained,” “included” or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder “stated” in the amount Disclosure Documents (or other references of $60.0 million (like import) shall be deemed to mean and include all such financial statements and schedules, documents, exhibits and other information which is incorporated by reference in the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Disclosure Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions herein -------------- contained, the Company proposes Companies propose to issue and sell to the Initial Purchaser $200,000,000 55,869,000 aggregate principal amount at maturity of its 9.00their 12 7/8% Senior Subordinated Discount Notes due 2012 2008 (the "Notes"). The obligations of the Company Companies under ----- the Indenture (as hereinafter defined) and the Notes will be unconditionally conditionally guaranteed (the "Guarantees")) by the Guarantor, on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to as described in the Indenture ---------- (the "Indenture"), to be dated as of February 18, 2004, among the Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"defined below). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities are to be issued pursuant to ---------- an indenture (the "Indenture"), dated as of August 21, 1998, among the ---------- Companies, the Guarantor and Bank of Montreal Trust Company, as trustee (the "Trustee"). The Notes will be secured by the Pledged Collateral (as defined in -------- the Pledge Agreement) pursuant to a pledge agreement (the "Pledge Agreement") to ---------------- be dated the Closing Date (as defined in Section 3 below). The Securities will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. regis- In connection with the sale of the Securities, the Company has Companies have prepared a preliminary offering memorandum dated January 26July 29, 2004 (the "Preliminary Memorandum") 1998 and a final offering memorandum dated February 6August 17, 2004 1998 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or ---------- including a description descrip tion of the terms of the Securities, the terms of the offering of the Securities, a description of the Company Companies and its subsidiaries the Guarantor and any material developments relating to the Company Companies and its subsidiaries the Guarantor occurring after the date of the most recent historical financial statements included therein. The Company Companies and the Guarantors Guarantor understand that the Initial Purchaser proposes to make an offering of the Notes Securities only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A ---- under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in --------- transactions under Rule 144A 144A, and (ii) in private sales exempt from registration under the Act, and outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S")Act. The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement a registration rights agreement to be dated as of February 18, 2004 the Closing Date among the parties hereto (the "Registration Rights ------------------- Agreement") pursuant to which the Issuers Companies and the Guarantor have agreed, among --------- other things, to file (i) a registration statement (the "Registration ------------ Statement") with the Commission registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration registra tion statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement, the Pledge Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers --------------- Compa ▇▇▇▇ propose to issue the Securities simultaneously Notes in connection with the amendment repay ment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer certain outstanding indebtedness and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after System Acquisition to be effected pursuant to the completion of the Tender Offer and Financing Plan (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (collec tively, the "Transactions") (the Amendment and together ------------ with each other agreement entered into in connection therewith or in connection with any of the Transactions are hereinafter referred to as foregoing, the "Transaction Documents"). Following Capitalized terms used herein without definition ----------- --------- have the Transactions, meanings ascribed to such terms in the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergerMemorandum.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser $200,000,000 43,500,000 aggregate principal amount at maturity of its 9.00% Senior Subordinated Notes due 2012 Discount Notes, Series A (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture under an indenture (the "Indenture"), ) to be dated as of February 1820, 2004, among 1998 by and between the Company, the Guarantors Company and The Bank United States Trust Company of New York, as trustee Trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 2628, 2004 1998 (the "Preliminary Memorandum") and a final offering memorandum dated February 613, 2004 1998 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each ) setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit A (the "Registration Rights Agreement") ), pursuant to which the Issuers have Company has agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Act. The Notes (as defined are being issued in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale consummation of the Securitiestransactions contemplated in the Stock Purchase Agreement, on January 20dated as of December 18, 2004, 1997 (the Company's parent, Affinity Group Holding"Stock Purchase Agreement") between Tidewater, Inc. ("Tidewater") and TW Acquisition Corp. ("TW"), a wholly owned subsidiary of the Company, pursuant to which TW will acquire 100% of the voting securities of Tidewater Compression Service, Inc. from Tidewater (the "Acquisition") for a purchase price of $360 million (the "Purchase Price"). TW will fund the Purchase Price with (i) the gross proceeds of the issuance of the TW Senior Discount Notes due 2008 (the "TW Notes"); (ii) an aggregate equity contribution of $105 million (the "Equity Contribution") from the Company, derived from an $81 million cash contribution from ▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇ ▇▇▇▇▇▇ NotesPartners III, L.P. ("CHP") (which organized both the Company and TW and is the controlling stockholder of the Company) and other parties to the Company (the "Cash Contribution") and (ii) concurrently therewith initiated a consent solicitation relating to $24 million net proceeds from the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment issuance of the Notes offered hereby; and (iii) a Term Loan Credit Facility of $75 million and a Revolving Credit Facility of $85 million ($38 million of which will be drawn at the closing of the Acquisition), each with Bankers Trust Company's senior credit facility , as agent, and other lending institutions (the "AmendmentCredit Agreement"), allowing for, among other things, . Immediately following the issuance and sale of the Securities TW Notes and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million Acquisition, TW will be merged (the "TransactionsMerger") pursuant to a Merger Agreement (the Amendment "Merger Agreement") with and each other agreement entered into in connection therewith or in connection with Tidewater Compression Service, Inc., which will change its name to Universal Compression, Inc. The Stock Purchase Agreement, the Transactions Credit Agreement and the Merger Agreement are hereinafter collectively referred to herein as the "Transaction Documents"). Following All references in this Agreement to the Transactions"Company" mean Universal Compression Holdings, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.Inc.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 242,500,000 aggregate principal amount at maturity of its 9.00% Senior Subordinated Notes due 2012 Discount Notes, Series A (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture under an indenture (the "Indenture"), ) to be dated as of February 1820, 2004, among 1998 by and between the Company, the Guarantors Company and The Bank United States Trust Company of New York, as trustee Trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 2627, 2004 1998 (the "Preliminary Memorandum") and a final offering memorandum dated February 613, 2004 1998 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each ) setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company Initial Purchasers and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit A (the "Registration Rights Agreement") ), pursuant to which the Issuers have Company has agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or Act. The Notes are being issued in connection with the consummation of the transactions contemplated in the Stock Purchase Agreement, dated as of December 18, 1997 (the "Stock Purchase Agreement") among Tidewater, Inc. ("Tidewater") and the Company, pursuant to which the Company will acquire 100% of the voting securities of Tidewater Compression Service, Inc. from Tidewater (the "Acquisition") for a purchase price of $360 million (the "Purchase Price"). The Company will fund the Purchase Price with (i) the gross proceeds of the Notes offered hereby; (ii) a shelf registration statement pursuant to Rule 415 under an aggregate equity contribution of $105 million (the Securities Act relating to the resale of the Securities by holders thereof or"Equity Contribution") from Universal Compression Holdings, if applicable, relating to the resale of Private Exchange Notes Inc. (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004"Holdings"), the Company's parent, Affinity Group Holding, Inc. ("derived from an $81 million cash contribution from ▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇ ▇▇▇▇▇▇ NotesPartners III, L.P. ("CHP") (which organized both the Company and Holdings and is the controlling stockholder of Holdings) and other parties to Holdings (the "Cash Contribution") and (ii) concurrently therewith initiated a consent solicitation relating to $24 million net proceeds from the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment issuance of the Holdings senior discount notes due 2009 ("Holdings Notes"); and (iii) a Term Loan Credit Facility of $75 million and a Revolving Credit Facility of $85 million ($38 million of which will be drawn at the closing of the Acquisition), each with Bankers Trust Company's senior credit facility , as agent, and other lending institutions (the "AmendmentCredit Agreement"), allowing for, among other things, . Immediately following the issuance and sale of the Securities Notes and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by Acquisition, the Company of a dividend to its principal stockholder in the amount of $60.0 million will be merged (the "TransactionsMerger") pursuant to a Merger Agreement (the Amendment "Merger Agreement") with and each other agreement entered into in connection therewith or in connection with Tidewater Compression Service, Inc., which will change its name to Universal Compression, Inc. The Stock Purchase Agreement, the Transactions Credit Agreement and the Merger Agreement are hereinafter collectively referred to herein as the "Transaction Documents"). Following All references in this Agreement to the Transactions"Company" mean Universal Compression, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.Inc.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 150,000,000 aggregate principal amount of its 9.0011 1/4% Senior Subordinated Notes due 2012 Due 2009, Series A (the thE "NotesNOtes"). The obligations Notes are to be issued under an indenture (thE "INDENTure") to be dated as of June 16, 1999 by and between the Company and U.S. Bank Trust, National Association, as Trustee (thE "TRUStee"). Each of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed Company's domestic subsidiarie s (the "GuaranteesGUARANTORS") is jointly and severally guaranteeing (the "GUARANTEES"), on a joint and several senior subordinated basis, by each Guarantorthe Company's obligations under the Indenture and the Notes. The Notes and the Guarantees are to be issued pursuant to the Indenture (the "Indenture"), to be dated as of February 18, 2004, among the Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities ActACT"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 26May 21, 2004 1999 (the "Preliminary MemorandumPRELIMINARY MEMORANDUM") ), and a final offering memorandum dated February 6June 9, 2004 1999 (the "Final MemorandumFINAL MEMORANDUM"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "MemorandumMEMORANDUM"), each ) setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company Initial Purchasers and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto EXHIBIT A (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT") ), pursuant to which the Issuers have agreedCompany and the Guarantors agree, among other things, to file (i) a registration statement (the "Registration StatementREGISTRATION STATEMENT") with the Securities and Exchange Commission (the "COMMISSION") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergerAct.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 aggregate principal amount of its 9.00the Company's 8 5/8% Senior Subordinated Notes due 2012 2008 (the "NotesNOTES"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (collectively, the "GuaranteesGUARANTEES"), ) on a joint and several basis, senior subordinated basis by each Guarantor. The Notes of the Company's Subsidiaries listed on the signature pages hereof (collectively, and together with any subsidiary that in the Guarantees are to be issued future executes a supplemental indenture pursuant to which such subsidiary agrees to guarantee the Indenture (Notes, the "Indenture"), to be dated as of February 18, 2004, among the Company, the Guarantors and The Bank of New York, as trustee (the "TrusteeGUARANTORS"). The Notes and the Guarantees are hereinafter collectively referred to collectively herein as the "SecuritiesSECURITIES." The Securities will are to be offered and sold to the Initial Purchaser without such offers and sales being registered issued under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission an indenture (the "CommissionINDENTURE") promulgated thereunderdated as of February 11, 1998 by and among the Company, the Guarantors and U.S. Trust Company of California, N.A., as trustee (the "Securities ActTRUSTEE"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 2622, 2004 1998 (the "Preliminary MemorandumPRELIMINARY MEMORANDUM") and a final offering memorandum dated February 6, 2004 1998 (the "Final Memorandum"; FINAL MEMORANDUM," the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "MemorandumMEMORANDUM"), each ) setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18, 2004 among the parties hereto (the "Registration Rights Agreement") pursuant to which the Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Commission registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser $200,000,000 an aggregate principal amount of its 9.00% Senior Subordinated Notes due 2012 of: (a) 133,333 shares (the "Notes"“Shares”) of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), and (b) warrants, substantially in the form attached hereto as Exhibit A (the “Warrants”), to acquire up to 140,000 additional shares of Common Stock (the “Warrant Shares”). The obligations of the Company under the Indenture (as hereinafter defined) Shares and the Notes will be unconditionally guaranteed (Warrants are sometimes herein collectively referred to as the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes “Securities.” This Agreement and the Guarantees Warrants are to be issued pursuant to the Indenture (the "Indenture"), to be dated as of February 18, 2004, among the Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter sometimes herein collectively referred to collectively as the "Securities“Transaction Documents." ” The Securities will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission"“SEC”) promulgated thereunder, the "“Securities Act"”), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum made available (including electronically via the Commission’s ▇▇▇▇▇ system) to Purchaser its periodic and current reports, forms, schedules, proxy statements and other documents (including exhibits and all other information incorporated by reference) filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2003. These reports, forms, schedules, statements, documents, filings and amendments, including, without limitation, the Company’s registration statement and prospectus dated January 26October 28, 2004 (the "Preliminary Memorandum"“Current Prospectus”) and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18, 2004 among the parties hereto (the "Registration Rights Agreement") pursuant to which the Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Commission registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic “Disclosure Documents". The Issuers propose .” All references in this Agreement to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among financial statements and schedules and other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase information which is “contained,” “included” or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder “stated” in the amount Disclosure Documents (or other references of $60.0 million (like import) shall be deemed to mean and include all such financial statements and schedules, documents, exhibits and other information which is incorporated by reference in the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Disclosure Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 255,000,000 aggregate principal amount of its 9.009 5/8% Senior Subordinated Notes due 2012 2011 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "), Securities") on a joint and several basis, senior basis by each Guarantorof the Guarantors. The Notes and the Guarantees Securities are to be issued pursuant to the Indenture under an indenture (the "Indenture"), ) to be dated as of February 18April 16, 2004, 2003 by and among the Company, the Guarantors and The Bank of New York, as trustee Trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 26March 27, 2004 2003 (the "Preliminary Memorandum") and a final offering memorandum dated February 6April 10, 2004 2003 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each ) setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries and any material developments relating relat- ing to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company Initial Purchasers and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit A (the "Registration Rights Agreement") ), pursuant to which the Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities or the Exchange Notes Securities (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergerAct.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 75,000,000 aggregate principal amount of its 9.0010 3/8% Senior Subordinated Notes due 2012 2008 (the "NotesNOTES"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (( the "GuaranteesGUARANTEES", and together with the Notes, the "SECURITIES") on a senior subordinated basis by Holdings, ▇▇▇▇▇ Rite Aerospace, Inc., Champion Aerospace Inc., Christie Electric Corp., Marathon Power Technologies Company and ZMP, Inc. (collectively, the "GUARANTORS"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees Securities are to be issued pursuant to the Indenture under an indenture (the "IndentureINDENTURE"), to be ) dated as of February 18December 3, 20041998 as supplemented on April 23, 1999 and June 26, 2001 by and among the Company, the Guarantors and The State Street Bank of New Yorkand Trust Company, as trustee (the "TrusteeTRUSTEE"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities ActACT"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has Issuers have prepared a preliminary offering memorandum dated January 26May 29, 2004 2002 (the "Preliminary MemorandumPRELIMINARY MEMORANDUM") ), and a final offering memorandum dated February 6June 4, 2004 2002 (the "Final MemorandumFINAL MEMORANDUM"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "MemorandumMEMORANDUM"), each ) setting forth or including including, among other things, a description of the terms of the Securities, a description of the terms of the offering of the Securities, and a description of the Company and its subsidiaries Issuers and any material developments relating to the Company and its subsidiaries Issuers occurring after the date of the most recent historical financial statements included therein. The Company Initial Purchasers and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto EXHIBIT A (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT") ), pursuant to which the Issuers Company and the Guarantors have agreed, among other things, to file (i) a registration statement (the "Registration StatementREGISTRATION STATEMENT") with the Securities and Exchange Commission (the "COMMISSION") registering the Securities Securities, or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergerAct.

The Securities. Subject to the terms and conditions herein -------------- contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 95,000,000 aggregate principal amount of its 9.00their 10% Senior Subordinated Notes due 2012 2004 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), and ----- ---------- together with the Notes, the "Securities") by the Guarantors on a joint and several senior ---------- subordinated basis, by each Guarantor. The Notes and the Guarantees Securities are to be issued pursuant to the Indenture under an indenture (the "Indenture"), ) to be dated as of February September 18, 2004, 1997 by and among the Company, the ---------- Guarantors and The Norwest Bank of New YorkMinnesota National Association, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." -------- The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. --------------- In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 26August 25, 2004 1997 (the "Preliminary Memorandum") ), and the Company will prepare a final offering ----------------------- memorandum dated February 6September 12, 2004 1997 (the "Final Memorandum"; the Preliminary ---------------- Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each ) setting forth or including a description of the terms of the ----------- Securities, the terms of the offering of the Securities, a description of the Company and its the Company's subsidiaries listed in Schedule 2 attached hereto (the ---------- "Subsidiaries") and any material developments relating to the Company and its subsidiaries the ------------ Subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company Initial Purchasers and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit A (the --------- "Registration Rights Agreement") ), pursuant to which the Issuers Company and the ------------------------------ Guarantors have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission registering (the ---------------------- "Commission") in order to register the Securities or the Exchange Notes Securities (as ---------- defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale Act. Each of the Securities by holders thereof orCompany and the Guarantors shall have joint and several liability in respect of all obligations hereunder. Each of the Company and the Guarantors hereby acknowledges that this Agreement is the independent and several obligation of each of the Company and the Guarantors and may be enforced against any of the Company or the Guarantors separately, if applicablewhether or not enforcement of any right or remedy hereunder has been sought against the Company or any other Guarantor. Each of the Company and the Guarantors hereby expressly waives, relating with respect to any of the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) amounts owing hereunder by the Initial Purchaser pursuant to an exchange Company or other Guarantor in respect of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004obligations (collectively, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "AmendmentOther Issuer ------------ Obligations"), allowing diligence, presentment, demand of payment, protest and all ----------- notices whatsoever, and any requirement that the Initial Purchasers exhaust any right, power or remedy or proceed against the Company and/or such other Guarantor under this Agreement, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, among other things, the issuance and sale any of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergersuch Other Issuer Obligations.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser $200,000,000 115,000,000 aggregate principal amount of its 9.0010 3/4% Senior Subordinated Secured Notes due 2012 2006 (collectively, with the Guarantees defined below, the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), ) by the Guarantors on a joint and several senior basis, by each Guarantor. The Notes and the Guarantees notes are to be issued pursuant to the Indenture under an indenture (the "Indenture"), ) to be dated as of February 18October 23, 2004, 1996 by and among the Company, Company and the Guarantors and The Bank of New YorkChase Manhattan Bank, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 26September 27, 2004 1996 (the "Preliminary Memorandum") and will prepare a final offering memorandum dated February 6October 21, 2004 1996 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each ) setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries the Guarantors and any material developments relating to the Company and its subsidiaries the Guarantors occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit A (the "Registration Rights Agreement") ), pursuant to which the Issuers Company and the Guarant- ors have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergerAct.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser $200,000,000 80,000,000 aggregate principal amount of its 9.0011 5/8% Senior Subordinated Notes due 2012 2006, Series A (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "GuaranteesGuarantee"), ) on a joint and several basis, senior subordinated basis by each GuarantorHoldings. The Notes and the Guarantees Guarantee are collectively referred to herein as the "Securities". The Securities are to be issued pursuant to the Indenture under an indenture (the "Indenture"), ) to be dated as of February 1823, 2004, 1998 by and among the Company, the Guarantors Holdings and The Bank of New YorkMarine Midland Bank, as trustee Trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 2629, 2004 1998 (the "Preliminary Memorandum") ), and a final offering memorandum dated February 618, 2004 1998 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each ) setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit A (the "Registration Rights Agreement") ), pursuant to which the Issuers Company and Holdings have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergerAct.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to each Purchaser (a) the Initial Purchaser $200,000,000 aggregate principal amount number of shares of its 9.00% Senior Subordinated Notes due 2012 Common Stock, par value $0.001 per share (the "Notes"“Common Stock”). The obligations , set forth on the signature page of such Purchaser hereto (collectively, the Company under the Indenture (as hereinafter defined“Shares”) and (b) a warrant, substantially in the Notes will be unconditionally guaranteed form attached hereto at Exhibit A (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture (the "Indenture"“Warrants”), to be dated as of February 18, 2004, among the Company, the Guarantors and The Bank of New York, as trustee acquire one share (the "Trustee")“Warrant Shares”) of Common Stock, for each five Shares purchased pursuant to this Agreement. The Notes Shares and the Guarantees Warrants are hereinafter sometimes herein collectively referred to collectively as the "“Securities." ” The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "“Commission"”) promulgated thereunder, the "“Securities Act"”), in reliance on exemptions therefromSection 4(2) of the Securities Act and Rule 506 promulgated thereunder. In connection with the sale of the Securities, the Company has (i) prepared a preliminary confidential offering memorandum dated January 26April 9, 2004 (including the "Preliminary documents incorporated by reference therein or attached as exhibits thereto, the “Memorandum") and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"”), each setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A ; and (ii) outside made available its reports required to be filed by the United States to certain persons in reliance on Regulation S Company under the Securities Exchange Act since December 31, 2003 ("Regulation S"the foregoing materials and all amendments thereto being collectively referred to herein as the “SEC Reports”). The Initial Purchaser SEC Reports, along with the Memorandum, are collectively referred to as the “Disclosure Documents.” All references in this Agreement to financial statements and its direct schedules and indirect other information which is “contained,” “included” or “stated” in the Disclosure Documents (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Disclosure Documents. The Purchasers and their permitted transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18April 27, 2004 among the parties hereto (the "“Registration Rights Agreement"”) pursuant to which the Issuers have Company has agreed, among other things, to file (i) a registration statement (the "“Registration Statement"”) with the Commission registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities Shares and the Warrant Shares by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergerthereof.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser $200,000,000 100,000,000 aggregate principal amount of its 9.009-7/8% Senior Subordinated Notes due 2012 2008 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defineddefined below) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture (the "Indenture"), to be dated as of February 18June 8, 2004, 1998 among the Company, the Guarantors and The the Bank of New York, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities Notes will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 26May 11, 2004 1998 (including the documents annexed thereto, the "Preliminary Memorandum") and a final offering memorandum dated February 6June 3, 2004 1998 (including the documents annexed thereto, the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the Securities, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in any Memorandum (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and in any Memorandum. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A 144A, and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S")Act. The Initial Purchaser and its direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18June 8, 2004 1998 among the parties hereto (the "Registration Rights Agreement") pursuant to which the Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Commission registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities Notes by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously contemporaneously with (i) the amendment repayment of $62.7 million of indebtedness outstanding at March 31, 1998 under the Credit Agreement, dated as of August 16, 1994, by and between the Company's and certain of its subsidiaries and Mellon Bank, N.A., as agent, and the lenders named therein, as amended (the "Existing Credit Facility"), (ii) the repayment of an $11.0 million note issued to the seller as partial consideration of the Company's senior credit facility acquisition of the Company's Fork Creek reserves (the "AmendmentFork Creek Note"), allowing for, among (iii) the repayment of $1.4 million of certain other things, the issuance and sale indebtedness of the Securities Company or its subsidiaries, and permitting (iiv) the distribution redemption for $3.0 million of outstanding warrants (the proceeds thereof "Bank Warrants") to ▇▇▇▇ purchase the Company's common stock issued to fund the Tender Offer and lenders in connection with an amendment to the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and Existing Credit Facility (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (collectively, the "Transactions") (). The Existing Credit Facility, Fork Creek Note, documents governing the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter indebtedness referred to in clause (iii) of the preceding sentence, the letter dated May 11, 1998 among the Company and holders of the Bank Warrants regarding valuation of the Bank Warrants and the New Credit Facility (defined below) shall be referred to herein as the "Transaction Documents"). Following In addition, concurrently with the Transactions, issuance of the Securities the Company shall merge and certain of its subsidiaries will enter into a revolving credit facility (the "New Credit Facility") with ▇▇▇▇ Mellon Bank, N.A. and the Company shall remain Canadian Imperial Bank of Commerce, as the surviving entity agents, providing for an aggregate amount of that mergerborrowings of up to $40 million.

The Securities. Subject to the terms and conditions herein -------------- contained, the Company proposes to issue and sell to the Initial Purchaser $200,000,000 100,000,000 aggregate principal amount of its 9.0010 3/8% Senior Subordinated Notes due 2012 Due 2007, Series A (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the ----- "Guarantees"), ) on a joint and several basis, senior subordinated basis by each Guarantorthe Guarantors named on the ---------- signature pages hereto (the "Guarantors"). The Notes and the Guarantees are to be issued pursuant to the Indenture under an ---------- indenture (the "Indenture"), ) to be dated as of February 18October 15, 2004, 1997 by and among the --------- Company, the Guarantors and The IBJ ▇▇▇▇▇▇▇▇ Bank of New York& Trust Company, as trustee Trustee (the "Trustee"). -------- Prior to the issuance and sale of the Notes, the Company entered into a senior secured revolving credit facility (together with all documents executed in connection therewith, the "Credit Agreement") among the Company, the ---------------- Guarantors and First Union National Bank. The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in --- reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 26October 8, 2004 1997 (the "Preliminary ----------- Memorandum") ), and a final offering memorandum dated February 6October 24, 2004 1997 (the "Final ---------- ----- Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein ---------- being referred to as a "Memorandum"), each ) setting forth or including a description de- ---------- scription of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit A (the "Registration Rights --------- ------------------- Agreement") ), pursuant to which the Issuers have Company has agreed, among other things, to --------- file (i) a registration statement (the "Registration Statement") with the Securities ---------------------- and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange ---------- Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergerAct.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers (the "Offering") $200,000,000 400,000,000 aggregate principal amount of its 9.007-1/4% Senior Subordinated Notes due 2012 2010 (the "Notes"). The obligations Notes are to be issued under an indenture (the "Indenture") to be dated as of May 29, 2003 by and among the Company under Company, the Indenture Subsidiary Guarantors and Wells Fargo Bank, National Association, as Trustee (as hereinafter defined) and the Notes "Trustee"). Th▇ ▇▇▇es will be unconditionally guaranteed (the "Guarantees"), ) on a joint and several basis, senior subordinated basis by each Guarantorof the Subsidiary Guarantors and, unless the context otherwise requires, any reference to the Notes shall include a reference to the related Guarantees. The Notes and the Guarantees are to be issued pursuant to the Indenture (the "Indenture"), to be dated as of February 18, 2004, among the Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary an offering memorandum dated January 26May 14, 2004 2003 (including the information incorporated by reference therein, the "Preliminary Offering Memorandum") and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company Concurrently with the sale of the Notes, the Company, DHM Holding Company, Inc., a Delaware corporation ("Holdings") and Solvest, Ltd. ("Solvest") will enter into an amendment (the "Amendment") to its existing senior secured credit facility (the "Senior Credit Facility") dated as of March 28, 2003 by and among the Company, the agents named therein and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended lenders party thereto from time to time ("Rule 144A")to, in transactions under Rule 144A among other things, permit the issue and (ii) outside sale of the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S")Notes. The Initial Purchaser Purchasers and its their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit A (the "Registration Rights Agreement") ), pursuant to which the Issuers have agreedCompany and the Subsidiary Guarantors will agree, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergerAct.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser $200,000,000 aggregate principal amount of its 9.0010 7/8% Senior Subordinated Notes due 2012 2004 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture under an indenture (the "Indenture"), ) to be dated as of February 18March 24, 2004, 1997 by and among the Company and IBJ ▇▇▇▇▇▇▇▇▇ Bank & Trust Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 26March 17, 2004 1997 (the "Preliminary Memorandum") and will prepare a final offering memorandum dated February 6March 19, 2004 1997 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each ) setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the enter into a Registration Rights Agreement to be dated as of February 18, 2004 among the parties hereto (the "Registration Rights Agreement") pursuant prior to which or concurrently with the Issuers have agreedissuance of the Notes. Pursuant to the Registration Rights Agreement, among other thingsunder the circumstances and the terms set forth therein, the Company will agree to file with the Securities and Exchange Commission (the "Commission"): (i) a registration statement on Form S-4 (the "Exchange Offer Registration Statement") with the Commission registering the Securities or the relating to a registered Exchange Notes Offer (as defined in the Registration Rights Agreement) for the Notes under the Securities Act to offer to the holders of the Notes the opportunity to exchange their Notes for an issue of notes substantially identical to the Notes (except that (a) interest thereon will accrue from the last date on which interest was paid on the Notes, or if no such interest has been paid, from ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇) such Notes will not contain restrictions on transfer, and (c) such Notes will not contain provisions relating to an increase in their interest rate under certain circumstances) that would be registered under the Act (the "Exchange Notes"); or (ii) alternatively, in the event that applicable interpretations of the Commission do not permit the Company to effect the Exchange Offer or do not permit any holder of the Notes to participate in the Exchange Offer, a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender OfferShelf Registration Statement") for any and all to cover resales of its outstanding 11% Senior Notes due 2007 (by such holders who satisfy certain conditions relating to, including the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption provision of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or information in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergerShelf Registration Statement.

The Securities. Subject to the terms and conditions herein contained, the Company proposes Issuers propose to issue and sell to the Initial Purchaser Purchasers $200,000,000 150,000,000 aggregate principal amount of its 9.00their 10 3/4% Senior Subordinated Notes due 2012 2011 (the "NotesNOTES"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (collectively the "GuaranteesGUARANTEES"), ) on a joint and several basis, senior basis by each Guarantorof the Guarantors. The Notes and the Guarantees are to be issued pursuant to the Indenture (the "Indenture"), to be dated as of February 18, 2004, among the Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter collectively referred to collectively herein as the "Securities." The Securities are to be issued under an indenture (the "INDENTURE") to be dated as of May 23, 2003 by and among the Issuers, the Guarantors and BNY Trust Midwest Company, as Trustee (the "TRUSTEE"). The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities ActACT"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has Issuers have prepared a preliminary offering memorandum dated January 26May 8, 2004 2003 (the "Preliminary MemorandumPRELIMINARY MEMORANDUM") and a final offering memorandum dated February 6May 20, 2004 2003 (the "Final MemorandumFINAL MEMORANDUM"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "MemorandumMEMORANDUM"), each ) setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the Securities, a description of the Company Parent and its subsidiaries (including the Issuers) and any material developments relating to the Company Parent and its subsidiaries (including the Issuers) occurring after the date of the most recent historical financial statements included therein. The Company Initial Purchasers and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto EXHIBIT A (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT") ), pursuant to which the Issuers and the Guarantors have agreed, among other things, to file (i) a registration statement (the "Registration StatementREGISTRATION STATEMENT") with the Securities and Exchange Commission (the "COMMISSION") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange NotesAct. In connection with the Issuers' issuance and sale offering of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer Issuers and the Guarantors will amend and restate (the "Tender OfferAMENDMENT") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenturecredit agreement, dated as of April 215, 19972003, under which by and among SportRack, LLC, Valley Industries, LLC, Brink B.V., the other persons as designated as "Credit Parties" on the signature pages thereof, the financial institutions party thereto as Lenders, including without limitation, Antares Capital Corporation, ▇▇▇▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇▇ to fund the Tender Offer Capital, and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million General Electric Capital Corporation (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction DocumentsCREDIT AGREEMENT"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser $200,000,000 Purchasers an aggregate principal amount of its 9.00% Senior Subordinated Notes due 2012 up to an aggregate of: (a) 266,667 shares (the "NotesSHARES") of the Company's Common Stock, $0.001 par value per share (the "COMMON STOCK"), and (b) warrants, substantially in the form attached hereto as EXHIBIT A (the "WARRANTS"), to acquire up to 280,000 additional shares of Common Stock (the "WARRANT SHARES"). The obligations of the Company under the Indenture (as hereinafter defined) Shares and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees Warrants are to be issued pursuant to the Indenture (the "Indenture"), to be dated as of February 18, 2004, among the Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter sometimes herein collectively referred to collectively as the "Securities." A maximum of 16 units of the Securities (the "UNITS") will be offered to the Purchasers at a purchase price of $25,000 per Unit; with each Unit to consist of 16,667 Shares and Warrants to purchase 17,500 Warrant Shares. The number of Units of Securities sold to each Purchaser and the Purchase Price to be paid by such Purchaser is set forth opposite the name of the applicable Purchaser on the separate signature page of this Agreement allocated to and reflecting the investment of such Purchaser. This Agreement and the Warrants are sometimes herein collectively referred to as the "TRANSACTION DOCUMENTS." The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "CommissionSEC") promulgated thereunder, the "Securities ActSECURITIES ACT"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum made available (including electronically via the Commission's EDGAR system) to Purchasers its periodic and current reports, forms, ▇▇▇edules, proxy statements and other documents (including exhibits and all other information incorporated by reference) filed with the SEC under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") since January 1, 2003. These reports, forms, schedules, statements, documents, filings and amendments, including, without limitation, the Company's registration statement and prospectus dated January 26October 28, 2004 (the "Preliminary MemorandumCURRENT PROSPECTUS") and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18, 2004 among the parties hereto (the "Registration Rights Agreement") pursuant to which the Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Commission registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic DocumentsDISCLOSURE DOCUMENTS." All references in this Agreement to financial statements and schedules and other information which is ". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the contained," "Amendmentincluded" or "), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder stated" in the amount Disclosure Documents (or other references of $60.0 million (like import) shall be deemed to mean and include all such financial statements and schedules, documents, exhibits and other information which is incorporated by reference in the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Disclosure Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser $200,000,000 60,000,000 aggregate principal amount of its 9.0010-1/2 % Senior Subordinated Secured Notes due 2012 November 1, 2004 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture under an indenture (the "Indenture"), to be ) dated as of February 18October 14, 2004, among 1997 between the Company and IBJ Schr▇▇▇▇ ▇▇▇k & Trust Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser you without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 26September 18, 2004 1997 (the "Preliminary Memorandum") and a final offering memorandum dated February 6October 8, 2004 1997 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each ) setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating re- lating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company Notes are being offered in connection with the Company's refinancing of certain existing indebtedness, including (i) term loans outstanding under the Loan and Security Agreement dated as of August 30, 1996 by and between Congress Financial Corporation (Southern)("Congress") and the Guarantors understand that Company (the Initial Purchaser proposes "Existing Credit Agreement"), (ii) indebtedness owed to make an STI Credit Corporation (the "STI Debt") and (iii) a portion of the indebtedness owed to TFH Corp. (the "TFH Debt"). Concurrently with the offering of the Notes only on Notes, the terms Company will issue approximately $7,000,000 aggregate liquidation preference of its Class A Preferred Stock and in approximately $21,737,000 aggregate liquidation preference of its Class B Preferred Stock for the manner set forth in remainder of the Memorandum TFH Debt and Section 9 hereof as soon as will enter into an Amended and Restated Loan and Security Agreement with Congress (the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i"New Credit Agreement") to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S")provide for its on-going working capital needs. The Initial Purchaser and its direct and indirect transferees of the Securities Notes will be entitled to the benefits of the a Registration Rights Agreement to be dated as of February 18, 2004 among the parties hereto (the "Registration Rights Agreement") ), pursuant to which the Issuers have agreedCompany will agree, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under Act. This Agreement, the Securities Act relating to Notes, the resale of Exchange Notes, the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes), the Indenture, the Security Documents (as defined in the Indenture) and the Registration Rights Agreement and this Agreement are herein collectively referred to herein as the "Basic Operative Documents.". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject There is hereby established a series of Securities pursuant to Section 3.01 of the terms and conditions herein containedIndenture as follows: (a) The title of the Securities of the series hereby established is “Senior Notes, the Company proposes to issue and sell to the Initial Purchaser $200,000,000 6.375% Series Due December 1, 2015.” (b) The aggregate principal amount of its 9.00% Senior Subordinated Notes due 2012 (the "Notes"). The obligations Securities of the Company Series due 2015 which may be authenticated and delivered under the Indenture (as hereinafter definedexcept for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of other Securities of such series pursuant to Sections 2.05, 3.04, 3.05, 3.06, 10.06 or 12.07) shall initially be limited to One Hundred and Twenty-Five Million Dollars ($125,000,000), subject to the Notes right of the Company to reopen the Securities of the Series due 2015 for the issuance of additional Securities of the Series due 2015 on the terms and subject to the conditions specified below. (c) The Company shall have the right to reopen the Securities of the Series due 2015 for the issuance of additional Securities of such series (“Additional Securities of the Series due 2015”). The issuance of any Additional Securities of the Series due 2015 shall constitute a further issuance of, and will be unconditionally guaranteed (consolidated with, the "Guarantees")Securities of the Series due 2015, on so as to form a joint and several basis, by each Guarantorsingle series. The Notes and Additional Securities of the Guarantees Series due 2015 shall be substantially in the form hereinafter recited, but may contain such changes as may be appropriate to reflect their date or dates of issuance. Where appropriate references to the Securities of the Series due 2015 in this Supplemental Indenture shall be deemed to include the Additional Securities of the Series due 2015. (d) The Securities of the Series due 2015 are to be issued pursuant in permanent global form without coupons. The beneficial owners of interests in such permanent Global Security or Securities may not exchange such interests for Securities of such series other than in the manner provided in Section 2.05 of the Indenture. The Depositary for the Securities of the Series due 2015 shall be The Depositary Trust Company. (e) The Stated Maturity of the Securities of the Series due 2015 is December 1, 2015. (f) The Securities of the Series due 2015 shall bear interest at the rate of 6.375% per annum, and such interest shall accrue from December 5, 2008 (or from the most recent Interest Payment Date to which interest on the Indenture (Securities of the "Indenture"), to be dated as of February 18, 2004, among the Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"Series due 2015 has been paid or provided for). The Notes Interest Payment Dates for the Securities of the Series due 2015 shall be June 1 and December 1 in each year commencing June 1, 2009, and the Guarantees are hereinafter referred to collectively as Regular Record Date for the "Securitiesinterest payable on any Interest Payment Date shall be the fifteenth day (whether or not a Business Day) preceding such Interest Payment Date." (g) Principal of and interest on the Securities of the Series due 2015 shall be payable in U.S. Dollars at the Corporate Trust Office of the Trustee. (h) The Securities will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), Series due 2015 are subject to redemption in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 26, 2004 (the "Preliminary Memorandum") and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth whole at any time or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended part from time to time at the option and direction of the Company at a Redemption Price equal to the greater of ("Rule 144A"), in transactions under Rule 144A and (iii) outside 100% of the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees principal amount of the Securities will be entitled to the benefits of the Registration Rights Agreement Series due 2015 to be dated as of February 18, 2004 among the parties hereto (the "Registration Rights Agreement") pursuant to which the Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Commission registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act redeemed or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the resale date of the Securities by holders thereof orredemption), if applicable, relating discounted to the resale Redemption Date on a semi-annual basis (assuming a 360 day year of Private Exchange Notes twelve 30-day months) at the Treasury Rate as hereinafter defined, plus fifty hundredths of one percent (as defined 0.50%) plus in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance each case accrued and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating unpaid interest to the adoption of certain proposed amendments Redemption Date. Such Redemption Date shall be set forth in an Officers’ Certificate delivered to the indenture, dated as of April 2, 1997, under Trustee on or before the Redemption Date and upon which the ▇▇▇▇ Notes were issuedTrustee may conclusively rely. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and For purposes of this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility paragraph (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.h):

The Securities. Subject to the terms and conditions herein contained, the Company proposes Issuers propose to issue and sell to the Initial Purchaser Purchasers $200,000,000 175,000,000 aggregate principal amount at maturity of its 9.00their 10-7/8% Senior Subordinated Discount Notes due 2012 2004 (the "Notes"). The obligations of the Company Issuers under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture (the "Indenture"), to be dated as of February 18September 30, 20041997, among the CompanyIssuers, the Guarantors and The Bank of New YorkWilmington Trust Company, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has Issuers have prepared a preliminary offering memorandum dated January 26September 5, 2004 (1997, the "Preliminary Memorandum") and a final offering memorandum dated February 6September 24, 2004 1997 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company Issuers and the Guarantors understand that the Initial Purchaser proposes Purchasers propose to make an offering of the Notes Securities only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems Purchasers deem advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser Purchasers reasonably believes believe to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A 144A, and to a limited number of institutional "accredited investors" ("Accredited Investors"), as defined in Rule 501(a)(1), (2), (3) and (ii7) under Regulation D of the Securities Act, in private sales exempt from registration under the Securities Act, and outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S")Act. The Initial Purchaser Purchasers and its their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18, 2004 the Closing Date among the parties hereto (the "Registration Rights Agreement") pursuant to which the Issuers Obligors have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Commission registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities Notes by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser Purchasers pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". ACME Television Holdings, LLC, a Delaware limited liability company ("ACME Parent"), has entered into an acquisition agreement dated July 29, 1997 (the "St. Louis Acquisition Agreement") pursuant to which the Company has agreed to acquire (the "St. Louis Acquisition") Station KPLR, St. Louis, Missouri (the "St. Louis Station") and in connection therewith the Company has entered into a local marketing agreement with respect to the St. Louis Station (the "St. Louis LMA") (each as described in the Final Memorandum). In addition, the Company or one of the Guarantors, as the case may be, has entered into (i) an agreement dated August 22, 1997 (the "Salt Lake City Acquisition Agreement") to construct and acquire (the "Salt Lake City Acquisition") a new television broadcast station in Salt Lake City, Utah (the "Salt Lake City Station") (each as described in the Final Memorandum), (ii) an agreement dated August 22, 1997 (the "Albuquerque Acquisition Agreement") to construct and acquire (the "Albuquerque Acquisition") a new television broadcast station in Albuquerque, New Mexico (the "Albuquerque Station") (each as described in the Final Memorandum) and (iii) an agreement dated May 28, 1997 (the "Knoxville Acquisition") to upgrade the studio and transmitting capabilities and acquire (the "Knoxville Acquisition") Station WINT, Knoxville, Tennessee (the "Knoxville Station") (each as desc▇▇▇▇d in the Final Memorandum). The Issuers propose St. Louis Acquisition Agreement, the Salt Lake City Acquisition Agreement, the Albuquerque Acquisition Agreement and the Knoxville Acquisition Agreement are collectively referred to issue herein as the Securities "Acquisition Agreements." The St. Louis Acquisition, the Salt Lake City Acquisition, the Albuquerque Acquisition and the Knoxville Acquisition are collectively referred to herein as the "Acquisitions." The St. Louis Station, the Salt Lake City Station, the Albuquerque Station and the Knoxville Station are collectively referred to herein as the "Acquisition Stations." On the Closing Date, prior to or simultaneously with the amendment closing hereunder, (i) ACME Parent will make a capital contribution to ACME Intermediate Holdings, LCC, a Delaware limited liability company ("ACME Intermediate"), of $21.7 million, which ACME Intermediate will simultaneously contribute to the capital of the Company's senior credit facility Company (the "AmendmentParent Equity Contribution"), allowing forand (ii) ACME Intermediate will make an additional capital contri- bution to the Company of $38.2 million (the "Intermediate Equity Contribution"). The offer, among other things, the issuance purchase and sale of the Securities and permitting (i) as contemplated by this Agreement, the distribution consummation of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer Revolving Credit Facility and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer Capital Lease Facilities (each as defined and (ii) the distribution by the Company of a dividend to its principal stockholder described in the amount of $60.0 million (Final Memorandum), the Parent Equity Contribution, the Intermediate Equity Contribution, the St. Louis LMA and the Acquisitions are collectively referred to herein as the "Transactions.") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions -------------- herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 180,000,000 aggregate principal amount of its 9.007 3/4% Senior Subordinated Notes due 2012 2012, Series C (the "Notes"). The obligations ) having the terms set forth in that certain Indenture, dated as of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees")December 20, on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture 2002 (the "Indenture"), to be dated as of February 18, 2004, among between the Company, the Guarantors Company and The U.S. Bank of New YorkNational Association, as trustee successor-in-interest to State Street Bank and Trust Company (the "Trustee"). The Notes and are to be issued under the Guarantees are hereinafter referred to collectively as the "Securities." Indenture. The Securities Notes will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with The Company will prepare and deliver to the sale Initial Purchasers not later than 9:00 a.m. on February 4, 2003 copies of the Securitiesan offering memorandum to be dated January 28, 2003 (including documents incorporated by reference therein, the Company has prepared a preliminary offering memorandum dated January 26, 2004 (the "Preliminary Memorandum") and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company Any references herein to the Memorandum shall be deemed to refer to and the Guarantors understand that the Initial Purchaser proposes to make an offering include any documents incorporated by reference therein as of the Notes only on date of the terms Memorandum, and in the manner set forth in any reference to any amendment or supplement to the Memorandum shall be deemed to refer to and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A include any document filed under the Securities ActExchange Act of 1934, as such rule may be amended from time to time amended, and the rules and regulations thereunder (the "Rule 144AExchange Act"), in transactions under Rule 144A and (ii) outside after the United States to certain persons in reliance on Regulation S under date of the Securities Act ("Regulation S")Memorandum, unless otherwise noted. The Initial Purchaser Purchasers and its their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement Agreement, in form and substance reasonably satisfactory to be dated as of February 18, 2004 among the parties hereto Initial Purchasers (the "Registration Rights Agreement") ), pursuant to which the Issuers have agreedCompany will agree, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under Act. On the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes Closing Date (as defined in the Registration Rights Agreement) by Section 3 below), the Initial Purchaser Purchasers will transfer the net proceeds of the sale of the Notes as follows: (a) deposit an amount sufficient to redeem the Company's 8 7/8% Senior Subordinated Notes due 2008 (the "8 7/8 Notes") in accordance with the redemption notice issued pursuant to Section 7(l) below (the "Escrowed Funds"), which funds will be used to purchase or redeem the 8 7/8% Notes, and (b) wire transfer (same day funds) the remaining net proceeds of the sale of the Notes to such account or accounts as the Company shall specify prior to the Closing Date. The Escrowed Funds will be placed into an escrow account (the "Escrow Account") pursuant to an exchange escrow agreement substantially in the form of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indentureEscrow Agreement, dated as of April 2December 20, 19972002, under which between the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement Company and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility State Street Bank and Trust Company (the "AmendmentEscrow Agreement") to be dated as of the Closing Date by and among the Company and an escrow agent to be determined by the Company and reasonably acceptable to the Initial Purchasers (the "Escrow Agent"). Funds in the Escrow Account will be disbursed, allowing for, among other things, until the issuance and sale purchase or redemption in full of the Securities and permitting 8 7/8 Notes, to the Company solely upon certification by the Company that the funds will be immediately used to (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and purchase price to be paid by the repurchase or redemption of any ▇▇▇▇ Company for the 8 7/8 Notes that remain outstanding after the completion of the Tender Offer and pursuant to a tender offer and/or (ii) fund the distribution redemption price of the 8 7/8 Notes. Any funds remaining in the Escrow Account after the purchase or redemption by the Company of a dividend all of the 8 7/8 Notes will be disbursed to its principal stockholder the Company. Upon the satisfaction of certain conditions as set forth in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the TransactionsEscrow Agreement, the Company shall merge with ▇▇▇▇ and the Company shall remain Escrowed Funds will be released as the surviving entity of that mergerset forth in Section 3.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 290,000,000 aggregate principal amount of its 9.0010 1/2% Senior Subordinated Secured Notes due 2012 2013 (the "“Notes"”). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture under an indenture (the "“Indenture"), ”) to be dated as of February March 18, 2004, among 2005 by and between the Company, the Guarantors Company and The Bank of New YorkSunTrust Bank, as trustee Trustee (the "“Trustee"”). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities “Act"”), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 26March 1, 2004 2005 (the "“Preliminary Memorandum"”) and a final offering memorandum dated February 6March 15, 2004 2005 (the "“Final Memorandum"”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "“Memorandum"), each ”) setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company Initial Purchasers and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its their direct and indirect transferees of the Securities Notes will be entitled to the benefits, and otherwise subject to the terms, of the Security Documents (as defined in the Indenture) pursuant to which the Company has agreed, among other things, to grant to the Trustee for its benefit and the benefit of the holders of the Notes, a junior priority security interest in the Collateral (as defined in the Indenture), subject to certain exceptions and otherwise in accordance with the terms of the Indenture and the Security Documents and as described in the Final Memorandum. The agreement relating to the sharing of the Collateral among the Trustee (on its own behalf and on behalf of the holders of Notes) and the Agent (as defined in the Credit Agreement on its own behalf and on behalf of the Lenders) will be contained in a certain intercreditor agreement (the “Intercreditor Agreement”) dated the Closing Date among the Company, the Trustee and Deutsche Bank AG New York Branch, as collateral agent for the Secured Creditors (as defined in the Credit Agreement). The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement to be dated as of February March 18, 2004 among the parties hereto 2005 (the "“Registration Rights Agreement") ”), between the Company and the Initial Purchasers, pursuant to which the Issuers have Company has agreed, among other things, to file (i) a registration statement (the "“Registration Statement"”) with the Securities and Exchange Commission (the “Commission”) registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergerAct.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 aggregate principal amount of its 9.00% Senior Subordinated Notes due 2012 2007 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (collectively, the "Guarantees"), ) on a joint and several basis, senior basis by each Guarantorof the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities". The Notes are to be issued pursuant to the Indenture under an indenture (the "Indenture"), ) to be dated as of February 18October , 2004, 1997 by and among the Company, the Guarantors and The Bank of New YorkMarine Midland Bank, as trustee Trustee (the "Trustee"). The Notes Securities are being offered in connection with a leveraged recapitalization transaction involving the Company (the "Recapitalization"), pursuant to the Transaction Agreement dated as of October 2, 1997 (the "Transaction Agreement"), among Fremont Purchaser II, Corp., RCBA Purchaser I, L.P. and the Guarantees are hereinafter referred to collectively as the "Securities." Company. 2 -2- The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has Issuers have prepared a preliminary offering memorandum dated January 26October 15, 2004 1997 (the "Preliminary Memorandum") and a final offering memorandum dated February 6October , 2004 1997 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each ) setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18, 2004 among the parties hereto (the "Registration Rights Agreement") pursuant to which the Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Commission registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser $200,000,000 25,000,000 aggregate principal amount of its 9.007.375% Senior Subordinated Notes due 2012 2019 (the "“Notes"”). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the under that certain Indenture (the "Indenture"), to be dated as of February 18January 28, 20042011, as supplemented by that certain First Supplemental Indenture dated as of May 6, 2011 and that certain Second Supplemental Indenture dated as of January 15, 2013 (as supplemented, the “Indenture”), by and among the Company, the Guarantors and The Bank of New York▇▇▇▇▇ Fargo Bank, National Association, as trustee Trustee (the "“Trustee"”). The Company has previously issued $250,000,000 in aggregate principal amount of its 7.375% Senior Notes due 2019 under the Indenture (the “Existing Notes”). The Notes constitute an issuance of “Additional Notes” under the Indenture. Except as otherwise described in the Pricing Disclosure Package (as defined below), the Notes will have identical terms to the Existing Notes and will be treated as a single class of notes for all purposes under the Guarantees are hereinafter referred to collectively as Indenture. The payment of principal, premium, if any, and interest on the "Notes will be fully and unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Securities." ”) on a senior unsecured basis, jointly and severally, by the Guarantors. The Securities will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities “Act"”), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has and the Guarantors have prepared a preliminary offering memorandum dated January 26November 19, 2004 2014 (the "“Preliminary Memorandum"”) and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the Securities, Securities and the terms of the offering of the Securities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18, 2004 among the parties hereto (the "Registration Rights Agreement") pursuant to which the Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Commission registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.developments

The Securities. Subject to the terms and conditions herein contained, the Company proposes to shall issue and sell to the Initial Purchaser Purchasers an aggregate of $200,000,000 aggregate 55,000,000 principal amount of its 9.0010 5/8% Series A Senior Subordinated Notes due 2012 2007 (the "“Senior Notes"”). The obligations of the Company under the Indenture (as hereinafter defined) and the Senior Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to under the Indenture indenture (the "“Indenture"), to be ”) dated as of February 18November 22, 2004, among 2000 by and between the Company, the Guarantors Company and JPMorgan Chase Bank (formerly The Bank of New YorkChase Manhattan Bank), as trustee (the "“Trustee"”). The Senior Notes and the Guarantees are hereinafter sometimes referred to collectively herein as the "“Securities." ” The Securities will be are being offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the United States Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission"“Act”) promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 26, 2004 (the "Preliminary Memorandum") and a final offering memorandum dated February 6, 2004 the date hereof (the "“Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"”), each setting forth or including including, among other things, a description of the terms of the Securities, the terms of the offering of the Securities, Securities and a description of the business of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company Initial Purchasers and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its their direct and indirect transferees of the Securities will be entitled to the benefits of the a Registration Rights Agreement to be dated as of February 18, 2004 among the parties hereto Closing Date (as defined in Section 3 below) (the "“Registration Rights Agreement") ”), pursuant to which the Issuers have agreedCompany shall agree, among other things, to file with the United States Securities and Exchange Commission (the “Commission”), under the circumstances set forth therein, (i) a registration statement under the Act (the "“Exchange Offer Registration Statement"”) with relating to 10 5/8% Series B Senior Notes due 2007 of the Commission registering Company (the Securities or “Exchange Notes”) to be offered in exchange (the “Exchange Notes Offer”) for the Senior Notes, and (ii) as defined in and to the extent required by the Registration Rights Agreement) under the Securities Act or (ii) , a shelf registration statement pursuant to Rule 415 under the Securities Act relating to (the resale of “Shelf Registration Statement” and, together with the Securities by holders thereof orExchange Offer Registration Statement, if applicablethe “Registration Statements”), relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange certain holders of the Notes for Private Exchange Senior Notes, and to use their reasonable best efforts to cause such Registration Statements to be declared effective. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004This Purchase Agreement (this “Agreement”), the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, Indenture and the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to collectively as the "Transaction “Operative Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.”

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to each Initial Purchaser, severally and not jointly, the Initial Purchaser $200,000,000 aggregate principal amount of its 9.00% Notes (as defined below) set forth in Schedule A opposite the name of such Initial Purchaser. The Second Priority Senior Subordinated Secured Floating Rate Notes due 2012 2009 (the "“Notes"). The obligations of the Company under the Indenture (as hereinafter defined”) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture under an indenture (the "“Indenture"), ”) to be dated as of February 18September 30, 2004, among 2004 by and between the Company, the Guarantors guarantors listed on Schedule 1 (the “Guarantors”) and The U.S. Bank of New YorkNational Association, as trustee Trustee (the "“Trustee"”), and will be guaranteed on a second priority senior secured basis by each of the Guarantors (the “Guarantees”). The Notes and the Guarantees are hereinafter collectively referred to collectively herein as the "“Securities." ” The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities “Act"”), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared and delivered a preliminary offering memorandum dated January 26September 10, 2004 2004, including any amendments, supplements, exhibits and documents incorporated by reference therein (the "“Preliminary Memorandum"”) and will prepare and deliver a final offering memorandum dated February 6September 23, 2004 2004, including any amendments, supplements, exhibits and documents incorporated by reference therein (the "“Final Memorandum"”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "“Memorandum"), each ”) setting forth or including including, among other things, a description of the terms of the Securities and the collateral securing the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Concurrently with the issuance of the Securities, the Company will pay in full all amounts outstanding (including all accrued and deferred interest) under the Third Amended and Restated Loan and Security Agreement dated as of December 31, 2002 (as amended from time to time) among the Company, as borrower, the guarantors party thereto from time to time, General Electric Capital Corporation, as administrative agent (the “Administrative Agent”) and the Guarantors understand that lenders (the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i“Lenders”) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended party thereto from time to time ("Rule 144A"the “Credit Agreement”), and all indebtedness evidenced by the Company’s 11% senior subordinated notes (the “Existing Subordinated Notes”). The Securities will be secured on a second priority basis by liens on substantially all assets of the Company and the Guarantors as described in transactions under Rule 144A the Final Memorandum (the “Collateral”), and documented by the Collateral Documents (ii) outside as defined in the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"Indenture). The Initial Purchaser Purchasers and its their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit A (the "“Registration Rights Agreement") ”), pursuant to which the Issuers have agreedCompany and the Guarantors will agree, among other things, to file (i) a registration statement (the "“Registration Statement"”) with the Securities and Exchange Commission (the “Commission”) registering the Securities Notes, the Guarantees or the Exchange Notes and the related guarantees thereof (as defined in the Registration Rights Agreement) under the Securities Act Act. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in a Memorandum (iior other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference into such Memorandum; and all references in this Agreement to amendments or supplements to a shelf registration statement pursuant Memorandum shall be deemed to Rule 415 mean and include the filing of any document under the Securities Exchange Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer 1934 (the "Tender Offer"“1934 Act”) for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution is incorporated by the Company of a dividend to its principal stockholder reference in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergersuch Memorandum.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser $200,000,000 (euro)90,000,000 aggregate principal amount of its 9.008 7/8% Senior Subordinated Secured Notes due 2012 2009, Series A (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees")part of a series of notes issued initially on June 28, on a joint 2002 and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to under the Indenture indenture (the "Indenture"), to be ) dated as of February 18June 28, 2004, among 2002 by and between the Company, the Guarantors Company and The Bank of New York, as trustee Trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary an offering memorandum dated January 26November 18, 2004, which includes as a part thereof the Company's Annual Report on Form 10-K for the year ended December 31, 2003 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (the "Preliminary Memorandum") and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Offering Memorandum"), each setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit C (the "Registration Rights Agreement") ), pursuant to which the Issuers have Company has agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under Act. The Initial Purchaser and its direct and indirect transferees of the Securities Act relating Notes will also be entitled to the resale benefits, and otherwise subject to the terms, of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes Security Documents (as defined in the Registration Rights AgreementIndenture) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing forCompany has, among other things, granted a senior security interest in the issuance Collateral (as defined in the Indenture), subject to certain exceptions and sale otherwise in accordance with the terms of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergerIndenture.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser $200,000,000 120,000,000 aggregate principal amount of its 9.0010 1/8% Senior Subordinated Notes due 2012 2008, Series A (the "NotesNOTES"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture under an indenture (the "IndentureINDENTURE"), ) to be dated as of February 18July 31, 2004, among 1998 by and between the Company and Chase Manhattan Trust Company, the Guarantors and The Bank of New York, National Association as trustee Trustee (the "TrusteeTRUSTEE"). The Notes and are being offered in connection with the Guarantees are hereinafter referred to collectively as Company's (i) repayment of indebtedness outstanding under its existing revolving bank loan facility (the "Securities." EXISTING CREDIT FACILITY"), (ii) entering into a new credit facility with the lenders party thereto in their capacities as lenders thereunder and Bankers Trust Company, as administrative agent (the "NEW CREDIT AGREEMENT") and (iii) acquisition (the "ACQUISITION") pursuant to the Asset Purchase Agreement dated as of June 29, 1998 among the Company, Mallinckrodt Inc., a Delaware corporation, and Mallinckrodt Inc., a Delaware Corporation (the "ASSET PURCHASE AGREEMENT") of the Trimet Technical Products Division ("TRIMET"). The Securities Notes will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities ActACT"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 26July 7, 2004 1998 (the "Preliminary MemorandumPRELIMINARY MEMORANDUM") ), and a final offering memorandum dated February 6July 28, 2004 1998 (the "Final MemorandumFINAL MEMORANDUM"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "MemorandumMEMORANDUM"), each ) setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto EXHIBIT A (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT") ), pursuant to which the Issuers have Company has agreed, among other things, to file (i) a registration statement (the "Registration StatementREGISTRATION STATEMENT") with the Securities and Exchange Commission (the "COMMISSION") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergerAct.

The Securities. Subject to the terms and conditions herein -------------- contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 250,000,000 aggregate principal amount of its 9.0012% Senior Subordinated Notes due 2012 2010, Series A (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed ----- (collectively the "Guarantees"), ) on a joint and several basis, senior subordinated basis by each Guarantorof the ---------- Subsidiary Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities." The Securities are to be issued pursuant to the Indenture under an indenture ---------- (the "Indenture"), ) to be dated as of February 18July 21, 2004, 2000 by and among the Company, the --------- Subsidiary Guarantors and The Bank of New YorkBankers Trust Company, as trustee Trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." ------- The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. --- In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January June 26, 2004 2000 (the "Preliminary Memorandum") and a final offering memorandum ---------------------- dated February 6July 18, 2004 2000 (the "Final Memorandum"; the Preliminary Memorandum and the ---------------- Final Memorandum each herein being referred to as a "Memorandum"), each ) setting forth ---------- or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries the Subsidiary Guarantors occurring after the date of the most recent historical financial statements included therein. The Company Initial Purchasers and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit A (the --------- "Registration Rights Agreement") ), pursuant to which the Issuers Company and the ----------------------------- Subsidiary Guarantors have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange ---------------------- Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as ---------- defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that mergerAct.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 500,000,000 aggregate principal amount of its 9.008-1/8% Senior Subordinated Notes due 2012 2007, Series A (the "Notes" and, together with the guarantee of each Guarantor (the "Guarantee"), the "Securities"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture under an indenture (the "Indenture"), ) to be dated as of February 18December 22, 2004, 1997 by and among the Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 26, 2004 (the "Preliminary Memorandum") and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description tion of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company Initial Purchasers and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit A (the "Registration Rights Agreement") ), pursuant to which the Issuers have Company has agreed, among other things, to file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth therein (i) a registration statement (the "Registration Statement") with the Commission registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act relating to the Company's 8-1/8% Senior Subordinated Notes due 2007, Series B (the "Exchange Notes"), to be offered in exchange for the Notes or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities Notes by holders thereof or, if applicable, relating to the resale of Private debt securities of the Company substantially identical to the Exchange Notes (as defined in the Registration Rights Agreement"Private Exchange Notes") by the Initial Purchaser Purchasers pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 250,000,000 aggregate principal amount of its 9.008 1/4% Senior Subordinated Notes due 2012 2008 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Subsidiary Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture (the "Indenture"), to be dated as of February 18December 14, 20041998, among the Company, the Guarantors and The Bank of New York, a New York corporation, as trustee (the "Trustee"), and the Subsidiary Guarantors. The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The sale of the Securities will be offered and sold to the Initial Purchaser Purchasers (the "Offering") will be made without such offers and sales being registered registration of the Securities under the Securities Act of 1933, as amended (together with the "Act") and the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefromupon the exemption therefrom provided by Section 4(2) of the Act. Holders of the Securities will have the benefits of a Registration Rights Agreement to be dated as of December 14, 1998 among the Issuers and the Initial Purchasers (the "Registration Rights Agreement"). In connection with the sale of the Securities, the Company has prepared a preliminary an offering memorandum dated January 26December 7, 2004 1998 (including information incorporated by reference therein, the "Preliminary Memorandum") and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the Securities, the terms of the offering of the SecuritiesOffering, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company Securities are being issued and sold in connection with the Guarantors understand that the Initial Purchaser proposes to make an offering repayment of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A certain indebtedness outstanding under the Securities ActCompany's senior secured loan facility (as amended, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18, 2004 among the parties hereto (the "Registration Rights Amended Credit Agreement") pursuant to which among the Issuers have agreedCompany, among Canadian Imperial Bank of Commerce, as administrative agent, Merr▇▇▇ ▇▇▇ital Corporation, as documentation agent, and the other thingsfinancial institutions party thereto, to file (i) a registration statement (as lenders. This Agreement, the "Registration Statement") with the Commission registering the Securities or Securities, the Exchange Notes (as defined in the Registration Rights Agreement) under ), the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("▇▇▇▇") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "▇▇▇▇ Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the ▇▇▇▇ Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture), the Registration Rights Agreement and this Agreement the Indenture are herein collectively referred to as the "Basic Offering Documents.". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to ▇▇▇▇ to fund the Tender Offer and the repurchase or redemption of any ▇▇▇▇ Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with ▇▇▇▇ and the Company shall remain as the surviving entity of that merger.