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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions herein containedcontained in this agreement (this "Agreement"), the Company proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 75,000,000 aggregate principal amount of its 9.00101/4% 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 (collectively, the "Guarantees"), ) on a joint and several basis, senior subordinated 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 as "additional notes" pursuant to the Indenture an indenture (the "Indenture"), to be ) dated as of February 1822, 2004, 2002 among the Company, the Guarantors Issuers and The Bank of New York, as trustee (the "Trustee"). The , pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes and the Guarantees are hereinafter referred to collectively as due 2012 (the "Original Securities." ") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities will be 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") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Company has Issuers have prepared a preliminary offering memorandum dated January 26, 2004 (the "Preliminary Memorandum") and a final offering memorandum dated February 6April 23, 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 SecuritiesOffering, the terms of the offering of the Securities, a description of the Company Issuers and its subsidiaries 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, if any. The Company and the Guarantors Issuers understand that the Initial Purchaser proposes Purchasers propose to make an offering of offer the Notes only Securities (the "Offering") 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 ("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, and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser Purchasers 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 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 agreedshall agree, among other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration Statement") with the Commission registering the Securities or relating to the Exchange Notes (as defined in the Registration Rights Agreement) under to be offered in exchange for the Securities Act or Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 $200,000,000 450,000,000 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. ("XXXX") (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 "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 (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"). Thx Xxxes 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 witx xxx Xxxxxx, Xxldings, 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 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 Holdingderived from an $81 million cash contribution from Xxxxxx Xxxxxx Partners III, Inc. L.P. ("XXXXCHP") (iwhich organized both the Company and Holdings and is the controlling stockholder of Holdings) commenced a cash tender offer and other parties to Holdings (the "Tender OfferCash Contribution") for any and all $24 million net proceeds from the issuance of its outstanding 11% Senior Notes the Holdings senior discount notes due 2007 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, as agent, and other lending institutions (the "XXXX NotesCredit Agreement") and (ii) concurrently therewith initiated a consent solicitation relating to ). Immediately following the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the XXXX 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 Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance Notes and sale of the Securities and permitting (i) the distribution of the proceeds thereof to XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 9.009 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, Merrxxx Xxxital 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX and the Company shall remain as the surviving entity of that mergerAct.

The Securities. Subject to the terms and conditions herein containedThe Company has by a Subscription Agreement, 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 dated April 26, 1995 (the "NotesSubscription Agreement"). 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 Guarantor and The Bank of New York, as trustee the several managers named therein (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 ActManagers"), 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 agreed 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all issue U.S. $37,950,000 aggregate principal amount of its outstanding 114-7/8% Senior Notes due 2007 Convertible Subordinated Debentures Due 2000 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 DocumentsSecurities"). Following The amount of Securities that may be issued hereunder may be increased by agreement between the TransactionsCompany, the Company shall merge with XXXX Guarantor and the Company Fiscal Agent, and such additional securities shall remain be "Securities" hereunder. The due and punctual payment of principal, premium, if any, and interest (and Additional Amounts payable pursuant to Section 2 of the Securities) on the Securities when and as the surviving entity same shall become due and payable, whether at maturity, upon redemption or otherwise, are unconditionally guaranteed on a subordinated basis by the Guarantor Interest on the Securities shall be calculated on the basis of that mergera 360-day year comprised of twelve 30-day months. Except as set forth in the next sentence, the Securities will initially be issued in temporary form, and may subsequently be exchanged for Securities in printed definitive form either as bearer Securities ("Bearer Securities"), in denominations of U.S. $1,000 and U.S. $10,000, with interest coupons attached, representing the semiannual interest payable thereon, or as fully registered Securities ("Registered Securities", which term shall include, where the context so requires, the Restricted Securities as hereinafter defined), in denominations of U.S. $1,000 and integral multiples thereof, without coupons. In addition, the Managers (or their affiliates) may sell the Securities to qualified institutional buyers pursuant to Rule 144A under the United States Securities Act of 1933 (the "Securities Act of 1933") or may sell the Securities pursuant to another applicable exemption under the Securities Act of 1933 in accordance with the terms of this Agreement and the Subscription Agreement (the "Restricted Securities", which may be in typewritten form and later exchanged for a printed Security of an equivalent amount, and which, for all purposes hereunder shall be a Definitive Security in the form of a Registered Security). The Securities in definitive form will have endorsed thereon the guarantees of the Guarantor (the "Guarantees") and shall contain provisions granting the holders thereof the right to exchange the Securities, under certain conditions, into shares of common stock of the Guarantor (the "Exchange Options"), all substantially in the form of Exhibit A hereto (the "Definitive Securities"). The Securities will be convertible as provided in Section 4 of the Definitive Securities and Section 7 hereof. The Securities may be redeemed by the Company as provided in Section 3 of the Definitive Securities and Section 6 hereof. The temporary global debenture in respect of the Securities will be issued in bearer form without coupons or conversion rights in the aggregate principal amount of the entire issue of Securities (less the aggregate principal amount of the Restricted Securities concurrently issued), substantially in the form of Exhibit B hereto, having endorsed thereon a Guarantee (the "Global Security"). The Definitive Securities and the Global Security shall contain such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistent herewith, be determined by the officer of the Company executing such Securities, as evidenced by his execution of such Securities.

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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer Indenture and the repurchase or redemption of any XXXX 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 XXXX 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 aggregate principal amount of its 9.008-3/4% 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 18June 24, 2004, 1997 by and among the Company, the Guarantors and The Bank U.S. Trust Company of New YorkTexas, N.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 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 26, 2004 (the "Preliminary Memorandum") and 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 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 8-3/4% 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (“Mxxxxxx Lxxxx”) and the several Initial Purchaser Purchasers named in Schedule 1 ( together with Mxxxxxx Lxxxx, the “Initial Purchasers”) $200,000,000 350,000,000 aggregate principal amount of its 9.006.75% Senior Subordinated Notes due 2012 2022 (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 under an indenture (as supplemented to date, the Indenture (the "“Indenture"), to be ”) dated as of February 18October 4, 2004, 2010 by and among the Company, the Subsidiary Guarantors and U.S. Bank National Association, as Trustee (the “Trustee”). Mxxxxxx Lxxxx has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Company has previously issued $225,000,000 aggregate principal amount of 6.75% Senior Notes due 2022 (the “Existing Notes”) under the Indenture. The Securities constitute “Additional Notes” (as such term is defined in the Indenture) under the Indenture. Except as otherwise disclosed in the Pricing Disclosure Package (as defined below) and the Final Offering Memorandum (as defined below), the Securities will have terms identical to the Existing Notes and will be treated as a single series of debt securities for all purposes under the Indenture. The Company has, pursuant to an Offer to Purchase and Consent Solicitation Statement and related letter of transmittal, each dated as of November 8, 2010 (together, the “Offer to Purchase”), commenced a cash tender offer (the “Tender Offer”) for any and all of its outstanding 7.00% notes due 2014 (the “2014 Notes”) and consent solicitation (the “Consent Solicitation”) of registered holders of the 2014 Notes to certain proposed amendments and waivers to the indenture, dated as of March 22, 2004 (as amended and supplemented, the “2014 Indenture”) among the Company, the guarantors party thereto and U.S. Bank of New YorkNational Association, as trustee (under the "Trustee")2014 Indenture. The Notes As described in the Pricing Disclosure Package and the Guarantees are hereinafter referred Final Memorandum, it is expected that proceeds from the issuance and sale of the Securities shall be used to collectively as (i) pay consideration to holders who tender their 2014 Notes in the "Securities." Tender Offer to the extent the Company obtains the requisite consents under the Consent Solicitation and (ii) pay fees and expenses in connection with the Tender Offer and Consent Solicitation. 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 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 $200,000,000 150,000,000 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. ("XXXX") (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 "XXXX 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 the XXXX Notes were issued. The Securitiesby and among SportRack, LLC, Valley Industries, LLC, Brink B.V., the Exchange Notesother persons as designated as "Credit Parties" on the signature pages thereof, the Private Exchange Notesfinancial institutions party thereto as Lenders, the Indentureincluding without limitation, the Registration Rights Agreement Antares Capital Corporation, Xxxxxxx Xxxxx Capital, 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 General Electric Capital Corporation (the "AmendmentCREDIT AGREEMENT"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 $200,000,000 750,000,000 in aggregate principal amount of its 9.009% 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 18September 30, 2004, 1998 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 ActACT"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary an offering memorandum circular dated January 26September 25, 2004 1998 (the "Preliminary MemorandumOFFERING CIRCULAR") 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 9% Senior Subordinated 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 $200,000,000 100,000,000 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX 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 XXXX 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 XXXX 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 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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. ("XXXX") (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 "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 and Finance Co. propose to issue and sell to the Initial Purchaser Purchasers $200,000,000 1,400,000,000 aggregate principal amount of its 9.00% Senior Subordinated Notes their senior 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"), and together with the Notes, the "Securities") by each of the Guarantors 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 1828, 2004, 2003 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 Securities, the Company has prepared a preliminary offering memorandum dated January 26February 11, 2004 2003 (the "Preliminary Memorandum") and a final offering memorandum dated February 625, 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, Securities and 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")subsidiaries. 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 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 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 9.00% 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. ("XXXX") 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 "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 $200,000,000 152,000,000 aggregate principal amount of its 9.0011 3/4% 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 18May 14, 2004, among 2004 by and between the Company, the Guarantors Company and The Bank of New York, as trustee Trustee (the "“Trustee"”). The Notes are being sold in connection with the acquisition (the “Acquisition”) to be consummated pursuant to the Stock Purchase Agreement dated May 14, 2004 (the “Acquisition Agreement”) by and among the Guarantees are hereinafter referred Company, the Company’s parent, LD Holdings, Inc. (“Holdings”), the Employee Stock Ownership Plan and Trust for the Employees of Lazydays (the “ESOP”) and certain other stockholders of Holdings and RV Acquisition, Inc., (“RV Acquisition”), a newly formed holding company owned by an affiliate of Bruckmann, Xxxxxx, Xxxxxxxx & Co., Inc. (“BRS”), pursuant to collectively as the "Securities." which RV Acquisition has agreed to acquire all of Holdings’ outstanding capital stock. 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 26April 27, 2004 (the "“Preliminary Memorandum"”) and a final offering memorandum dated February 6May 12, 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 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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. ("XXXX") (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 "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 $200,000,000 100,000,000 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 $200,000,000 150,000,000 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, Xxxxxxxx & Xxxxxxx 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 $200,000,000 255,000,000 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 $200,000,000 400,000,000 aggregate principal amount of its 9.006.00% Senior Subordinated Notes due 2012 2025 (the "“Notes"”). The obligations payment of the Company under the Indenture (as hereinafter defined) principal, premium, if any, and interest on the Notes will be jointly, severally, fully and unconditionally guaranteed (collectively, the "“Guarantees"), ”) on a joint and several basis, senior unsecured basis by each Guarantorof the Guarantors. The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities will be issued by the Issuer and the Guarantors, as applicable, pursuant to the Indenture an indenture (the "“Indenture"), ”) to be dated as of February 18January 25, 20042016, by and among the CompanyIssuer, the Guarantors and The Bank of New YorkXxxxx Fargo Bank, National Association, as trustee Trustee (the "“Trustee"”). The Notes and will be issued only in book-entry form in the Guarantees are hereinafter referred to collectively name of Cede & Co., as the "Securities." nominee of The Depository Trust Company. The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered with the Securities and Exchange Commission (the “Commission”) 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 Pursuant to as a "Memorandum"), each setting forth or including a description of the terms of the SecuritiesSecurities and the Indenture, the terms of the offering of the Securitiesinvestors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date hereof, if such Securities are registered for sale under the Act or if an exemption from the registration requirements of the most recent historical financial statements included therein. The Company and Act is available (including 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 exemptions afforded by Rule 144A under the Securities Act, as such rule may be amended from time to time Act ("“Rule 144A"), in transactions under Rule 144A and (ii”) outside the United States to certain persons in reliance on or 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX and the Company shall remain as the surviving entity of that merger.

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 ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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. ("XXXX") (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 "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 $200,000,000 100,000,000 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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, 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 parentEngagement Letter with Xxxx Capital Partners, Affinity Group Holding, Inc. ("XXXX") (i) commenced a cash tender offer LLC (the "Tender OfferPlacement Agent") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX Notes were issued. The Securities), 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 of: (a) 64,648 shares (the "NotesShares"). The obligations ) of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed its Series B Convertible Preferred Stock (the "GuaranteesSeries B Stock"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to which shall be issued pursuant to the Indenture convertible into shares (the "IndentureConversion Shares"), to be dated as ) of February 18, 2004, among the Company, the Guarantors and The Bank of New York, as trustee 's Common Stock (the "TrusteeCommon Stock")) in accordance with the formula set forth in the Certificate of Designations further described below. The Notes rights, preferences and privileges of the Guarantees Series B Stock are hereinafter as set forth in the Certificate of Designations of Series B Preferred Stock as filed with the Secretary of State of the State of Delaware (the "Certificate of Designations") in the form attached hereto as Exhibit A. The numbers of Conversion Shares that any Purchaser may acquire at any time are subject to limitation in the Certificate of Designations, 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 Securities Exchange Act of 1934, as amended) does not at any time exceed 9.99% of the Company's then outstanding Common Stock. The Shares are sometimes herein referred to collectively as the "Securities." This Agreement, the Certificate of Designations and the Registration Rights Agreement, in the form attached hereto as Exhibit B (the "Registration Rights Agreement") 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. Each Purchaser and MAG acknowledges that notwithstanding the terms of the Registration Rights Agreement, the Company may issue the Conversion Shares in unregistered form; provided, however, that the immediately preceding clause shall not affect the obligations of the Company under this Agreement and under Section 2 and Section 3 of the Registration Rights Agreement to file the Registration Statement and to use its best efforts to cause the Registration Statement to become effective with the SEC within the applicable periods described herein and in the Registration Rights Agreement. 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 XXXXX 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 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 Exchange 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 These reports, forms, schedules, statements, documents, filings 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 18amendments, 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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." 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 $200,000,000 750,000,000 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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. ("XXXX") (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 "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and purchase price of to be paid by the repurchase or redemption of any XXXX 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 XXXX 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 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 YorkXxxxx 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 issue and sell to the Initial Purchaser Purchasers $200,000,000 150,000,000 aggregate principal amount of its 9.007.25% Senior Subordinated Notes due 2012 Due 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 18March 1, 2004, among 1997 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 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 1933 (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on one or more exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 26February 28, 2004 1997 (together with the documents incorporated by reference therein, the "Preliminary Memorandum") and a final offering memorandum dated February 6March 10, 2004 1997 (together with 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 Securities, the terms of Notes and 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 or incorporated by reference 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 or the Exchange Notes (as defined therein) or, in certain cases, the Registration Rights Agreement) Notes 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 9.0011% Senior Subordinated Notes due 2012 2004 (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 each of the Guarantors on a joint and several senior 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 18June 15, 2004, 1997 by and among the Company and United States 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 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 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 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 Company, the Guarantors 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 Purchasers 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, the Guarantors 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 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 that would be registered under the Act (the "Exchange 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 June 25, 1997, (b) such Notes will not contain any restrictions on transfer, and (c) such Notes will not contain provisions relating to an increase in their interest rate under certain circumstances); 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. ("XXXX") (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 "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 $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. ("XXXXTidewater") and TW Acquisition Corp. (i) commenced "TW"), a cash tender offer 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 "Tender OfferAcquisition") for any and all a purchase price of its outstanding 11% Senior Notes due 2007 $360 million (the "XXXX 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 XXXX 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 "AmendmentPurchase Price"), allowing for, among other things, . TW will fund the issuance and sale of the Securities and permitting Purchase Price with (i) the distribution 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 Xxxxxx Xxxxxx Partners 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 $24 million net proceeds thereof to XXXX to fund from the Tender Offer 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 repurchase or redemption closing of any XXXX the Acquisition), each with Bankers Trust Company, as agent, and other lending institutions (the "Credit Agreement"). Immediately following the issuance of the TW Notes that remain outstanding after and 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 XXXX 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 Issuers propose 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 10 ¼% Senior Subordinated Secured 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 18May 5, 2004, among 2004 by and between the CompanyIssuers, the Guarantors guarantors listed on Schedule 1 (the “Guarantors”) and The Bank of New York, as trustee Trustee (the "“Trustee"”), and will be guaranteed on a 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 Issuers have prepared a preliminary offering memorandum dated January 26April 21, 2004 (the "“Preliminary Memorandum"”) and a final offering memorandum dated February 6April 30, 2004 (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 Company Concurrently with the issuance of the Securities, Wise Alloys LLC and Wise Recycling LLC will enter into an amendment and restatement of the credit agreement dated as of September 10, 2002 among Wise Alloys LLC and Wise Recycling LLC, as borrowers, the guarantors party thereto from time to time, Congress Financial Corporation, as 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 will repay a portion of the loans outstanding thereunder. In connection with the foregoing, Wise Alloys LLC and Wise Recycling LLC will also enter into documentation with the Administration Agent providing for the release of certain liens (the “Collateral Release Documents”). Concurrently with the issuance of the Securities, the Company will repay the entire amount of 15% Senior Subordinated Secured Notes due September 10, 2009 (“Existing Senior Notes”) and accrued and unpaid interest thereon. Furthermore, the Company will repurchase a membership interest of Prudential Capital Partners, L.P., Prudential Capital Partners Management Fund, LP and Prudential Capital Partners—U.S. Fund LP (collectively, “Prudential Capital”) and pay Prudential Capital a prepayment premium relating to the Existing Senior Notes. The Notes will be secured on a first priority basis by liens on certain real property of the Issuers and the Guarantors set forth on Schedule 2 (each, a “Mortgaged Property” and together, the “Mortgaged Properties”) and certain personal property of the Issuers as described in the Final Memorandum (the “Primary Collateral”), in transactions under Rule 144A and documented by mortgages or deeds of trust (iicollectively, the “Mortgages”) outside evidencing the United States to certain persons in reliance liens on Regulation S under the Securities Act Mortgaged Properties and by the security documents set forth on Schedule 3 evidencing the liens on the Primary Collateral ("Regulation S"together with the Mortgages, the “Primary Collateral Documents”). The Notes will also be secured on a second priority basis by liens on certain other assets of the Issuers and the Guarantors as described in the Final Memorandum (the “Secondary Collateral” and, together with the Primary Collateral, the “Pledged Collateral”), and documented by the documents set forth on Schedule 3 evidencing the liens on the Secondary Collateral (the “Secondary Collateral Documents” and, together with the Primary Collateral Documents, the “Collateral Documents”). The Trustee, on behalf of the holders of the Notes, will enter into an intercreditor agreement (the “Intercreditor Agreement”) with the Issuers and with the Agent for the Lenders. 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 and the 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, the Guarantees or the Exchange Notes and the related guarantees thereof (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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 $200,000,000 105,000,000 aggregate principal amount of its 9.0010 1/8% Senior Subordinated Notes due 2012 2005 (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") by each Guarantor 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 "IndentureINDENTURE"), ) to be dated as of February 18July 15, 2004, 1997 among the Company, the Guarantors and The Bank of New YorkNorwest Bank, Minnesota, N.A., as trustee Trustee (the "TrusteeTRUSTEE"). The Notes Shortly after the issuance and sale of the Guarantees are hereinafter referred to collectively as Securities, the Company will terminate its existing senior credit facility and execute a new senior secured revolving credit facility (together with all documents executed in connection therewith, the "Securities." CREDIT AGREEMENT") among the Company, its subsidiaries, Bankers Trust Company, as agent, and certain financial institutions party thereto which will provide revolving borrowing availability of up to $75.0 million, subject to a borrowing base. 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 26July 2, 2004 1997 (the "Preliminary MemorandumPRELIMINARY MEMORANDUM") ), and a final offering memorandum dated February 6July 18, 2004 1997 (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 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 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 each of the Issuers have 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 exchange of the Securities or for 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 or, in certain circumstances, the resale of the Securities by holders thereof orunder the Act. This Agreement, if applicablethe Securities, relating to the resale of Private Exchange Notes (as defined in Indenture and 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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". 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 consummation of the proceeds thereof to XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 transactions contemplated hereby are hereinafter herein collectively referred to as the "Transaction DocumentsTRANSACTIONS."). Following the Transactions, the Company shall merge with XXXX 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 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 Xxxxxxxxx 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 Xxxxx 00, 0000, (x) 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. ("XXXX") (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 "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 $200,000,000 250,000,000 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 18June 30, 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 June 30, 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 offering memorandum dated January 26June 12, 2004 1997 (the "Preliminary Memorandum") and prepared a final offering memorandum dated February 6June 19, 2004 1997 (the "Final Memorandum"; " and, together with the Preliminary Memorandum and Memorandum, 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 Securities are being issued and sold in connection with the acquisition (the "Acquisition") by the Company of Lemmerz Holding GmbH, a limited liability company organized under the laws of the Federal Republic of Germany ("Lemmerz"), pursuant to the Purchase Agreement (the "Acquisition Agreement"), dated June 6, 1997, among the Company, Cromodora Wheels S.p.A., Lemmerz and the Guarantors understand that shareholders of Lemmerz, pursuant to which the Initial Purchaser proposes to make an offering Company will purchase the capital stock 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, Lemmerz for (i) to persons $200 million 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 cash and (ii) outside convertible preferred stock of the United States Company which, following stockholder approval, will automatically convert into 5 million shares of newly issued common stock of the Company. The cash portion of the consideration, the refinancing of existing Lemmerz debt, working capital of the Company and the fees and expenses of the Lemmerz Acquisition will be financed with the proceeds from the Offering and borrowings under an amended $740.5 million senior secured term loan facility (the "Credit Agreement") among the Company, Canadian Imperial Bank of Commerce, as administrative agent, Merrxxx Xxxital Corporation, as documentation agent, and the other financial institutions party thereto, as lenders. The time of the consummation of the Acquisition is herein referred to as the "Effective Time." In connection with the Acquisition, the Company is soliciting consents from holders of its 11% Senior Subordinated Notes due 2006 (the "Old Notes") to amendments (the "Proposed Amendments") to certain persons of the provisions in reliance on Regulation S under the Securities Act indenture governing the Old Notes (the "Regulation SOld Indenture"), as described in the Consent Solicitation Statement dated June 12, 1997, the related form of Consent and instructions thereto and any supplemental materials attached thereto (the "Consent Solicitation"). The Initial Purchaser and its direct and indirect transferees After receipt of the Securities will be entitled required consents from the holders of the Old Notes, the Company, the Subsidiary Guarantors parties to the benefits of Old Indenture and the Registration Rights trustee under the Old Indenture will enter into a supplemental indenture to give effect to the Proposed Amendments. The Acquisition Agreement and the documents entered into in connection therewith including, without limitation, the agreements attached thereto as exhibits, are herein collectively referred to be dated as of February 18, 2004 among the parties hereto (the "Registration Rights Acquisition Documents." This Agreement") pursuant to which , the Issuers have agreedSecurities, 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture), the Registration Rights Agreement and this the Indenture are herein collectively referred to as the "Offering Documents." The Acquisition Documents, the Offering Documents and the Credit Agreement are herein collectively referred to as the "Basic Transaction 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 thingsOffering, the issuance and sale of Acquisition, the Securities and permitting (i) the distribution of the proceeds thereof to XXXX to fund the Tender Offer Consent Solicitation and the repurchase or redemption execution of any XXXX Notes that remain outstanding after and borrowing under 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 Credit Agreement are hereinafter collectively referred to as the "Transaction DocumentsTransactions."). Following the Transactions, the Company shall merge with XXXX 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 (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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 Purchasers $200,000,000 175,000,000 aggregate principal amount of its 9.00101/2% 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" and, together with the Notes, the "), Securities") on a joint and several basis, senior subordinated 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 18August 8, 2004, 2002 by and among the Company, the Guarantors and The Bank of New York, as trustee Trustee (the "Trustee"). The Notes Securities will be issued in connection with and conditioned upon the acquisition by the Company of Grove Investors, Inc. (the "Target") (the "Acquisition") pursuant to an Agreement and Plan of Merger (the "Agreement and Plan of Merger") and the Guarantees are hereinafter referred to collectively as other related documents (together with the Agreement and Plan of Merger, the "Securities." Acquisition Documents") dated as of March 18, 2002. On the Closing Date, Grove Investors, Inc., Grove Holdings, Inc., Grove Worldwide, Inc., Crane Acquisition Corp., Crane Holding Inc. and Grove U.S. LLC will become parties to this Agreement for purposes of the indemnification set forth in Section 10 hereof by executing a Joinder Agreement substantially in the form attached hereto as Exhibit A (the "Joinder 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 has prepared a preliminary offering memorandum dated January 26July 19, 2004 2002 (the "Preliminary Memorandum") and a final offering memorandum dated February 6August 2, 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 SecuritiesSecurities (except that the Preliminary Memorandum excludes certain pricing and related information), the terms of the offering of the Securities, 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 B (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 (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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 50,000,000 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 the First Supplemental Indenture dated as of July 20, 2004, the Second Supplemental Indenture dated as of November 5, 2004 and the Guarantees are hereinafter referred Third Supplemental Indenture to collectively as be dated on or prior to the "Securities." Closing Date. 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 26November 28, 2004 2005 (the "“Preliminary Memorandum"”) and a final offering memorandum dated February 6November 28, 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 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 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 $200,000,000 158,088,000 aggregate principal amount at maturity of its 9.00113/4% Senior Subordinated Discount Notes due 2012 2006 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defineddefined below) and the Notes will be unconditionally guaranteed on a senior unsecured 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 18July 27, 2004, 1998 among the Company, 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 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 2, 2004 1998 (the "Preliminary Memorandum") and a final offering memorandum dated February 6July 22, 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 other information which is included in any Memorandum. 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 Registration Rights Agreement to be dated as of February 18, 2004 the Closing Date (as defined in Section 3 below) 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 $200,000,000 300,000,000 aggregate principal amount of its 9.0011% Senior Subordinated Secured Notes due 2012 2013, 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 187, 2004, among 2003 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 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 2617, 2004 2003 (the "Preliminary Memorandum") and a final offering memorandum dated February 6January 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 and the collateral securing the Notes, 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 Notes will be secured by liens on certain real property of the Notes only Company set forth on Schedule 2 (each, a "Mortgaged Property" and together, the terms "Mortgaged Properties") and certain other assets of the Company as described in the manner set forth in Final Memorandum (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 144APledged Collateral"), in transactions under Rule 144A and documented by the mortgages (iithe "Mortgages") outside evidencing the United States to certain persons in reliance Liens on Regulation S under the Securities Act Mortgaged Properties and by the other documents set forth on SCHEDULE 3 evidencing the Liens on the Pledged Collateral (together with the Mortgages, the "Regulation SCollateral Documents"). 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 $200,000,000 121,500,000 aggregate principal amount of its 9.008 7/8% Senior Subordinated Notes due 2012 2012, 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 the Guarantor. 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 1820, 2004, 2004 by and among the Company, the Guarantors Guarantor and The Bank of New YorkXxxxx Fargo Bank, N.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; provided that the representations and warranties of the Initial Purchasers contained in Section 8 hereof are true, accurate and complete and the offer and sale of the Securities is conducted in the manner set forth in the Final Memorandum. In connection with the sale of the Securities, the Company has Issuers have prepared a preliminary offering memorandum dated January 26February 2, 2004 (the "Preliminary Memorandum") and a final offering memorandum dated February 612, 2004 (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, and a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after Guarantor. In connection with 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 Securities, the terms Company, the Guarantor and in certain other Subsidiaries (as defined below), LaSalle Bank N.A., as agent and the manner set forth in lenders thereunder will enter into an amendment to the Memorandum and Section 9 hereof as soon as Company's existing revolving credit agreement (the Initial Purchaser deems advisable after this Agreement has been executed and delivered"Credit Agreement"). Concurrently with the offering of the Securities, the Company will sell (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBsCVC Sale") as defined in Rule 144A under $19,400,000 aggregate principal amount of its 8% Senior Subordinated Notes due 2012, Series A (the Securities Act, as such rule may be amended from time to time ("Rule 144ACVC Notes"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S issued under the Securities Act ("Regulation S")Indenture, to CVC Capital Funding, LLC. 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 in Section 3 below) (the "Registration Rights Agreement") ), pursuant to which the Issuers have agreedwill 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") with relating to the Commission registering notes (the Securities or "Exchange Notes," which term includes the related guarantee of the Subsidiary Guarantor) to be offered in exchange (the "Exchange Offer") for the Notes and (ii) as defined in and to the 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 (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Securities by holders thereof orNotes, if applicableand to use their best efforts to cause such Registration Statements to be declared effective in accordance with the provisions of the Registration Rights Agreement. This Purchase Agreement (this "Agreement"), relating to the resale of Notes, the Guarantee, the Exchange Notes and related guarantee, the 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, 2004related guarantee, the Company's parent, Affinity Group Holding, Inc. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any Indenture and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 xxxx 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 XXXX to fund the Tender Offer certain outstanding indebtedness and the repurchase or redemption of any XXXX 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 XXXX 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 $200,000,000 120,000,000 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 $200,000,000 100,000,000 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 Xxxxxxxx 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 90,000,000 aggregate principal amount of its 9.00the Company's 10 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 (collectively, the "Guarantees"), ) on a joint and several basis, senior subordinated basis by each Guarantorof the Company'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 as of February 18, 2004, July 24 1997 by and among the Company, the Guarantors and The Bank of New YorkIBJ Schrxxxx Xxxk & Trust Company, as trustee (the "Trustee"). The Notes Securities are being offering in connection with the Company's acquisition of the assets of the Air Restraints and the Guarantees are hereinafter referred Industrial Fabrics Division of JPS Automotive L.P. ("JPS") pursuant to collectively an asset purchase agreement, dated as of June 30, 1997 (the "Securities." JPS Acquisition"). 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 has prepared a preliminary offering memorandum dated January 26July 1, 2004 1997 (the "Preliminary Memorandum") and a final offering memorandum dated February 6July 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 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 (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"). Thx Xxxes 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 XXXXX 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX 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 XXXX 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 XXXX 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 $200,000,000 100,000,000 aggregate principal amount of its 9.009 1/8% Senior Subordinated Notes due 2012 2008 (the "Fixed Rate Notes") and $50,000,000 aggregate principal amount of its Floating Interest Rate Subordinated Term Securities due 2008 (the "Floating Rate Notes" and, together with the Fixed Rate Notes, 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 18April 24, 2004, among 1998 by and between the Company, the Guarantors and The Bank United States Trust Company of New York, as trustee Trustee (the "Trustee"). The Notes will be guaranteed (collectively, the "Guarantees") on an unsecured senior subordinated basis by each of the Company's domestic 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 hereinafter collectively referred to collectively herein as the "Securities." The Company and the Guarantors are collectively referred to herein as the "Issuers". 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 31, 2004 1998 (the "Preliminary Memorandum") ), and a final offering memorandum dated February 6April 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 of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries Company, a description of the Recapitalization (as defined below) 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 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 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 by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined Act. As described in the Registration Rights Agreement) by Preliminary Memorandum and the Initial Purchaser pursuant to an exchange Final Memorandum, the offering of the Notes for Private Exchange Notesis part of an over-all recapitalization of the Company (the "Recapitalization"), pursuant to which the Company has entered into a recapitalization agreement (the "Recapitalization Agreement"), dated as of March 6 1998, whereby a Delaware corporation formed by the Thomxx X. Xxx Xxxpany ("THL Co.") will merge with and into the Company (the "Merger"). Upon consummation of the Merger, THL Fund IV, L.P. and other affiliates of THL Co. (together, "THL") will own approximately 90.1% of the issued and outstanding shares of Common Stock of the Company (the "Common Stock"), existing shareholders (including management) of the Company will retain approximately 7.3% of the issued and outstanding Common Stock and management will purchase additional shares representing approximately 2.6% of the issued and outstanding Common Stock. In connection with the Issuers' issuance and sale of the SecuritiesRecapitalization, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("XXXX") (i) commenced the Company and the Guarantors will enter into a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 new credit facility (the "AmendmentNew Credit Facility")) with Bankers Trust New York Corporation, allowing foras administrative agent, among other thingsand Merrxxx Xxxcx Xxxital Corporation, the issuance as syndication agent, providing for a $55.0 million term loan facility, a $35.0 million revolving credit facility, and sale of the Securities and permitting (i) the distribution of the proceeds thereof to XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX Notes that remain outstanding after the completion of the Tender Offer a $100.0 million acquisition facility and (ii) the distribution by the Company of a dividend will receive up to its principal stockholder in the amount of $60.0 99.1 million (the "TransactionsEquity Contribution") from the sale of capital stock to THL, Bernxxx X. Xxxxxxx xxx other members of management consisting of (i) approximately $71.4 million from the sale of Common Stock and (ii) approximately $27.8 million from the sale of New Preferred Stock of the Company (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction DocumentsNew Preferred Stock"). Following the Transactions, the Company shall merge with XXXX 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 $200,000,000 155,000,000 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 (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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 $200,000,000 125,000,000 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 YorkXxxxx 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX 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 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 descxxxxd 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 XXXX to fund the Tender Offer Revolving Credit Facility and the repurchase or redemption of any XXXX 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 XXXX 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 50,000,000 aggregate principal amount of its 9.0011% Senior Subordinated Secured Notes due 2012 2013, 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, dated as of February 7, 2003 (the "Indenture"), pursuant to which $300,000,000 of notes of the same series were previously issued, as amended and supplemented by a supplemental indenture (the "First Supplemental Indenture") to be dated as of February 18, 2004, among the Company, Closing Date (as hereinafter defined) between 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 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 26, 2004 (the "Preliminary Memorandum") and a final offering memorandum dated February 6July 29, 2004 2003 which includes as a part thereof the final prospectus contained in the Company's Registration Statement on Form S-4 (Commission File No. 333-104485) relating to the exchange of the notes originally issued pursuant to the Indenture (collectively, 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 and the collateral securing the Notes, 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 Notes will be secured by liens on certain real property of the Notes only Company set forth on Schedule 2 (each, a "Mortgaged Property" and together, the terms "Mortgaged Properties") and certain other assets of the Company as described in the manner set forth in Final Memorandum (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 144APledged Collateral"), in transactions under Rule 144A and documented by the mortgages (iithe "Mortgages") outside evidencing the United States to certain persons in reliance Liens on Regulation S under the Securities Act Mortgaged Properties and by the other documents set forth on Schedule 3 evidencing the Liens on the Pledged Collateral (together with the Mortgages, the "Regulation SCollateral Documents"). 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. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX 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 XXXX 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 XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX 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 XXXX and the Company shall remain as the surviving entity of that mergerAct.