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 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 The Company has authorized the issuance of its Senior Subordinated Secured Convertible Notes due September 30, 2009 in the aggregate original principal amount of $30,000,000. The Senior Subordinated Secured Convertible Notes shall be in the form set forth as Exhibit 2.1 attached hereto and are herein referred to individually as a "Convertible Note" and collectively as the "Convertible Notes", which terms shall also include any notes delivered in exchange or replacement therefor. The Convertible Notes shall (a) be payable on September 30, 2009 and (b) bear interest compounded quarterly (based on a 360-day year of twelve 30-day months) on the unpaid principal amount thereof until due at the rate of 12% per annum, payable in cash quarterly in arrears on March 31, June 30, September 30 and December 31 in each year, commencing September 30, 2003, and at maturity or prior prepayment of the Convertible Notes in full. The Convertible Notes shall be convertible at any time, in whole or in part, in the sole discretion of the Noteholder thereof, upon such Noteholder's delivery of notice to the terms and conditions herein containedCompany of its intent to convert, into (i) Senior Subordinated Secured Notes due September 30, 2009 in the Company proposes to issue and sell to the Initial Purchaser $200,000,000 aggregate principal amount of its 9.00% Senior Subordinated $29,995,000 (or such lower amount determined on a pro-rata basis in the event of any in part conversion) plus any interest owed in arrears on the Convertible Notes due 2012 on the date of conversion, in the form set forth as Exhibit 2.1(i) attached hereto (referred to herein individually as a "Note" and collectively as the "Notes", which terms shall also include any notes delivered in exchange or replacement therefor). The obligations , and (ii) Common Stock Purchase Warrants of the Company under for the Indenture purchase (subject to adjustment as hereinafter definedprovided for therein) and of an aggregate of 210.016 (or such lower amount determined on a pro-rata basis in the Notes will be unconditionally guaranteed event of any in part conversion) of the Company's Common Stock (the "GuaranteesWarrant Shares") exercisable at a price per share of $.01 (subject to adjustment), on in the form set forth as Exhibit 2.1(ii) attached hereto (referred to herein individually as a joint "Warrant" and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture (collectively as the "IndentureWarrants"), to be dated as of February 18, 2004, among the Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"which terms shall also include any warrants delivered in exchange or replacement therefor). The Notes shall (Y) payable on September 30, 2009, and (Z) bear interest compounded quarterly (based on a 360-day year of twelve 30-day months) on the Guarantees are hereinafter referred to collectively unpaid principal amount thereof plus any interest owed in arrears on the Convertible Note 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 Conversion Date (as defined in Section 2.2) until due at the Registration Rights Agreement) under rate of 12% per annum, payable in cash quarterly in arrears on March 31, June 30, September 30, and December 31 in each year commencing on the Securities Act Conversion Date, and at maturity 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 prior prepayment of the Notes for Private Exchange Notesin full. In connection with The Company has authorized the Issuers' issuance and sale to the Noteholders of the SecuritiesConvertible Notes, on January 20, 2004and upon conversion thereof, the Company's parentNotes and the Warrants, 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 upon exercise of the Company's senior credit facility (the "Amendment"), allowing for, among other things, Warrants 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 mergerWarrant Shares.

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 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 $200,000,000 125,000,000 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 (a) The Company has, by a Subscription Agreement, dated April 10, 1997 (the terms and conditions herein contained"Subscription Agreement"), among the Company, the Company proposes Guarantor and the managers named therein (the "Managers"), agreed to issue and sell to the Initial Purchaser Managers U.S. $200,000,000 50,000,000 aggregate principal amount of its 9.004 7/8% Senior Convertible Subordinated Notes due 2012 Debentures Due 2004 (hereinafter referred to as the "Securities". The amount of Securities that may be issued hereunder may be increased by agreement among Xxxxxx Brothers International (Europe) (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "GuaranteesLead Manager"), 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 Fiscal Agent, and such additional securities shall be "Securities" hereunder. The Bank due and punctual payment of New Yorkprincipal, premium, if any, and interest and Additional Amounts (as trustee defined in Section 2 of the Securities) on the Securities when and as the 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 a 360 day year comprised of twelve 30-day months. (b) Pursuant to the Subscription Agreement, the Managers (or their affiliates) may sell the Securities to (i) persons who are not "U.S. Persons" (as such term is defined in Regulation S promulgated by the United States Securities and Exchange Commission (the "TrusteeSEC"). The Notes and the Guarantees are hereinafter referred ) pursuant 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 transactions that meet the requirements of Regulation S, (ii) "qualified institutional buyers" (as such term is defined in Rule 144A promulgated by the SEC pursuant to the Securities Act and hereinafter referred to as "QIBs") 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 Rule 144A (the Securities that are resold by the Managers pursuant to Rule 144A being hereinafter referred to as the "Preliminary MemorandumRule 144A Securities") and (iii) a final offering memorandum dated February 6limited number of "institutional accredited investors" (within the meaning of Rule 501(a)(1), 2004 (2), (3) or (7) promulgated by the SEC pursuant to the Securities Act) ("Institutional Accredited Investors") that, prior to their purchase of any Securities, deliver to the Managers a letter containing certain representations and agreements (the "Final Memorandum"; Securities that are resold by the Preliminary Memorandum and the Final Memorandum each herein Managers to institutional accredited investors being referred to as a the "Memorandum"), each setting forth or including a description of the terms of the Accredited Investor 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 PAGE (c) A portion of the Securities will initially be entitled issued in the form of a temporary global debenture in bearer form without coupons or conversion rights having endorsed thereon the guarantee of the Guarantor (the "Guarantee"), which will be deposited with a depository in London for Cedel and Euroclear for the accounts of the subscribers of such Securities on the Closing Date (as defined herein). Upon deposit of the temporary global debenture, Cedel or Euroclear, as the case may be, will credit each subscriber with a principal amount of Securities equal to the benefits principal amount thereof for which it has subscribed and paid in the aggregate principal amount of the Registration Rights Agreement to be dated as entire issue of February 18Securities less the aggregate principal amount of the Rule 144A Securities and Accredited Investor Securities concurrently issued, 2004 among substantially in the parties form of Exhibit B hereto (the "Registration Rights AgreementRegulation S Global Security") pursuant to which ). As hereinafter provided, the Issuers have agreed, among other things, to file Regulation S Global Security may subsequently be exchanged for Securities (i) a registration statement in printed definitive form with the Guarantees endorsed thereon either as (the a) bearer Securities ("Registration StatementBearer Securities") in denominations of U.S. $1,000 and U.S. $10,000 and with interest coupons attached thereto, representing the Commission registering the semi-annual interest payable thereon, or (b) fully registered Securities or the Exchange Notes (as defined "Registered Regulation S Securities") in the Registration Rights Agreement) under the Securities Act denominations of U.S. $1,000 and integral multiples thereof, without coupons, or (ii) if permitted by Cedel or Euroclear, as the case may be, a shelf registration statement pursuant to beneficial interest in the 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 144A Global Security (as defined below), in accordance with the provisions of Section 3(c). Bearer Securities shall be substantially in the Registration Rights Agreement) by form of Exhibit A hereto, including the Initial Purchaser pursuant to an exchange coupons set forth therein. Registered Regulation S Securities also shall be substantially in the form of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("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 issuedExhibit A hereto. The Securities, Securities which are not Bearer Securities or the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement Regulation S Global Security are herein hereinafter collectively referred to as the "Basic DocumentsRegistered Securities.". (d) The Issuers propose to issue Rule 144A Securities will initially be issued in the Securities simultaneously with form of a global Security in the amendment aggregate principal amount of the Company's senior credit facility (Rule 144A Securities, which Security shall be in substantially the "Amendment")form of Exhibit A hereto, allowing forhaving endorsed thereon a Guarantee, 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 is hereinafter referred to as the "Transaction DocumentsRule 144A Global Security." Such Rule 144A Global Security shall be duly executed by the Company and authenticated by the Fiscal Agent (as defined below) as hereinafter provided and will be deposited on the Closing Date with, or on behalf of, The Depositary Trust Company ("DTC") and registered in the name of Cede & Co., as nominee of DTC. The aggregate principal amount of the Rule 144A Global Security may from time to time be increased or reduced by adjustments made in the Security Register. Transfers of interests in the Rule 144A Global Security will be subject to certain restrictions set forth therein and described in Section 3 hereof. (e) The Accredited Investor Securities will initially be issued in fully registered form in minimum denominations of PAGE U.S. $50,000 and integral multiples of U.S. $1,000 in excess thereof, which Securities shall be in substantially the form of Exhibit A hereto, having endorsed thereon a Guarantee, and are hereinafter collectively referred to as "Registered Accredited Investor Securities." Such Registered Accredited Investor Securities shall be in definitive, fully registered certificated form only and registered in the names of such Institutional Accredited Investors or their nominees. Such Institutional Accredited Investors may not elect to hold Registered Accredited Investor Securities through DTC, Euroclear or Cedel. As provided herein, such Registered Accredited Investor Securities may subsequently be exchanged for Registered Accredited Investor Securities in denominations of $1,000 and integral multiples thereof. The aggregate principal amount of the Registered Accredited Investor Securities may be increased or reduced by adjustments made in the Security Register. Transfers of Registered Accredited Investor Securities will be subject to certain restrictions set forth therein and described in Section 3 hereof. (f) During the period beginning on the Closing Date and ending on the date which is three years (or the then applicable holding period under Rule 144(k) under the Securities Act (or successor provision)) after the later of the date of original issuance thereof and the last date on which the Company or any affiliate of the Company was the owner thereof (or any predecessor), all Rule 144A Securities, all Accredited Investor Securities, all other Registered Securities and all Securities issued upon registration of transfer of or in exchange for such Securities, shall be "Restricted Securities" and shall be subject to the restrictions on transfer in Section 3 hereof; provided, however, that the term "Restricted Securities" shall not include Registered Securities as to which such restrictions on transfer have been terminated in accordance with Section 3(g) hereof. Following All Restricted Securities shall bear the Transactionslegend required by Section 3(f) hereof. (g) The Securities will be convertible as provided in Section 4 of the Registered Securities and the Bearer Securities and Section 7 hereof. The Securities may be redeemed by the Company as provided in Section 3 of the Registered Securities and the Bearer Securities and Section 6 hereof. The Securities will be subordinated as provided in Section 7 of the Registered Securities and the Bearer Securities. The Registered Securities, the Bearer Securities and the Regulation S 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. PAGE (h) The Company in issuing the Securities shall use CUSIP numbers, and the Fiscal Agent may use such CUSIP numbers in any notice of redemption with respect to the Securities. The Company shall obtain one CUSIP number for the Rule 144A Securities and one for the Registered Regulation S Securities. In addition, the Company shall merge with XXXX obtain an ISIN number and a Common Code for the Regulation S Global Security, the Bearer Securities and the Registered Regulation S Securities. (i) Pursuant to the Subscription Agreement, the Managers (or their affiliates) may sell the Securities to persons who are not persons within the United States or its possessions or "United States persons" as defined in the Internal Revenue Code except as provided in U.S. Treasury Regulation Section 1.163-5 (c) (2) (i) (D). In compliance with United States tax laws and regulations, Bearer Securities may not be offered or sold during the 40-day period beginning on the Closing Date, or at any time if part of a Manager's unsold allotment, to a person who is within the United States or its possessions or to a United States person other than (a) foreign branches of United States financial institutions if such institutions agree in writing to comply with the requirements of Section 165(j)(3)(A), (B), or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder, (b) United States offices of exempt distributors, or (c) United States offices of international organizations or foreign central banks. United States tax laws and regulations also require that Bearer Securities not be delivered within the United States or its possessions. (j) The Company will use its reasonable best efforts to have the Securities approved for listing on the Luxembourg Stock Exchange or such other exchange as shall remain be agreed upon by the Managers and the Company, as soon as practicable after the surviving entity of that mergerdate hereof.

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 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 SDI Acquisition proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 100,000,000 aggregate principal amount of its 9.0011 3/8% Senior Subordinated Notes due 2012 2008 (the "Notes"). The Notes are being sold in connection with the recapitalization (the "Recapitalization") of Special Devices, Incorporated, a Delaware corporation (the "Company"), pursuant to the Amended and Restated Agreement and Plan of Merger dated as of June 19, 1998 by and between the Company and SDI Acquisition (as amended through the date hereof and together with all ancillary agreements entered into in connection therewith, the "Recapitalization Agreement"). The Recapitalization Agreement provides for the merger (the "Merger") of SDI Acquisition with and into the Company with the Company surviving the Merger. The time of the consummation of the Recapitalization and the Merger is referred to herein as the "Effective Time." The Recapitalization will be financed with the proceeds of (i) a new credit facility consisting of a revolving credit facility in the amount of $25.0 million and a $70.0 million senior term loan provided under a Credit Agreement, dated as of the Closing Date (as defined in Section 3 below), among SDI Acquisition, Bankers Trust Company, as lead arranger and administrative agent, and the other lending institutions party thereto (the "Credit Agreement"); (ii) the issuance of Notes; and (iii) an equity contribution of approximately $127.8 million in the aggregate consisting of (a) $74.0 million contributed by the New Investor Group (as defined in the Final Memorandum) and (b) $53.8 million from the Equity Rollover (as defined in the Final 2 Memorandum) by the Continuing Shareholders (as defined in the Final Memorandum). The Recapitalization and items (i), (ii) and (iii) above are sometimes collectively referred to herein as the "Transactions" and the Recapitalization Agreement and the Credit Agreement are sometimes collectively referred to herein as the "Other Transaction Documents." Immediately after the Effective Time, the Company and the Guarantor (as defined below) will execute an assumption agreement (the "Assumption Agreement"), substantially in the form attached hereto as Exhibit A, pursuant to which (i) the Company, as survivor of the Merger, will assume all of the obligations of SDI Acquisition under this Agreement, and Scot, Xxc., a Delaware corporation and a wholly owned subsidiary of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "GuaranteesGuarantor"), will become a party to this Agreement and unconditionally guarantee the Notes (the "Guarantee") on an unsecured, senior subordinated basis and (ii) the Company, as the surviving corporation in the Merger, will assume all of the obligations of SDI Acquisition under the Registration Rights Agreement by and among SDI Acquisition and the Initial Purchasers, dated as of the Closing Date, substantially in the form attached hereto as Exhibit B (the "Registration Rights Agreement"), and Scot, Xxc. will become a joint and several basis, by each Guarantorparty to the Registration Rights Agreement. The Notes and the Guarantees Guarantee 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 18December 15, 2004, among the Company, the Guarantors 1998 by and The Bank between SDI Acquisition and United States Trust Company of New York, a New York banking corporation, as trustee (the "Trustee"). Immediately after the Effective Time, the Company, the Guarantor and the Trustee will enter into a first supplemental indenture to the Indenture (the "First Supplemental Indenture") providing for the express assumption by the Company, as survivor of the Merger, of the covenants, agreements and undertakings of SDI Acquisition in the Indenture and under the Notes, and the guarantee of the Notes by the Guarantor. The Company and the Guarantor will issue the Securities pursuant to the First Supplemental Indenture. References to this Agreement as of and after the Effective Time will refer to this Agreement together with the Assumption Agreement, references to the Indenture as of and after the Effective Time will refer to the Indenture and the First Supplemental Indenture, and references to the Registration Rights Agreement as of and after the Effective Time will refer to the Registration Rights Agreement together with the Assumption Agreement. 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 (the "Offering") 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 SDI Acquisition has prepared a preliminary offering memorandum dated January 26November 25, 2004 1998 (the "Preliminary Memorandum") ), and a final offering memorandum dated February 6December 11, 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 Subsidiary (as defined in Section 2(b) below) and any material developments relating to the Company and or its subsidiaries Subsidiary 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 aggregate principal amount of its 9.0010 1/2% Senior -------- Subordinated Notes due 2012 2009 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally ----- guaranteed (the "Guarantees", and together with the Notes, the "Securities") on ---------- ---------- a senior subordinated basis by all of the Company's subsidiaries (the "Guarantors" and collectively with the Company, the "Issuers"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees Securities ----------- ------- are to be issued pursuant to the Indenture under an indenture (the "Indenture"), ) to be dated as of February 18--------- April 30, 2004, among 1999 by and between the Issuers and IBJ Whitehall Bank & 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 sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 26April 6, 2004 1999 (the "Preliminary ----------- Memorandum") ), and a final offering memorandum dated February 6April 23, 2004 1999 (the "Final ---------- ----- Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein ---------- being referred to as a "Memorandum"), each setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries and any material developments ) relating to the Company Company, the Guarantors and ---------- the Securities. The Notes are being sold in connection with the Company's tender offer for up to 25.5 million shares of its subsidiaries occurring after outstanding common stock, including shares underlying stock options (the date of "Tender Offer"), pursuant to the most recent historical financial statements included thereinCompany's offer ------------ to purchase dated February 19, 1999, as amended. The Company and the Guarantors understand that will enter into an agreement (the Initial Purchaser proposes to make "Credit Agreement") with Bankers Trust Company, as agent, and certain lenders ----------------- thereto whereby the Company will be provided with a $225 million revolving credit facility and a $125 million term loan. The Company has entered into 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 deliveredagreement with Boss Investment, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers LLC ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144ABoss Investment"), in transactions under Rule 144A an affiliate of Apollo Management, L.P., pursuant to which the Company has agreed to issue and sell to Boss Investment $100 million aggregate principal amount of its 7 1/2% Convertible Junior Subordinated Notes (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation SConvertible Subordinated Notes"). The Offering, the Tender Offer, the sale of the Convertible Subordinated Notes and the related borrowings under the Credit Agreement are collectively referred to as the "Transactions." ------------ 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 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 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 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 $200,000,000 110,000,000 aggregate principal amount of its 9.0012% Senior Subordinated Notes due 2012 2007 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture under an indenture (the "Indenture"), ) to be dated as of February 18November 26, 20041997, by and among the Company and Wilmington Trust Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 26November 1, 2004 1997 (the "Preliminary Memorandum") and will prepare a final offering memorandum dated February 6November 19, 2004 1997 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a the "Memorandum"), each ) setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the enter into a Registration Rights Agreement to be dated as of February 18, 2004 among the parties hereto (the "Registration Rights Agreement") pursuant prior to which or concurrently with the Issuers have agreedissuance of the Notes. Pursuant to the Registration Rights Agreement, among other thingsunder the circumstances and the terms set forth therein, the Company will agree to file with the Securities and Exchange Commission (the "Commission"): (i) a registration statement on Form S-4 (the "Exchange Offer Registration Statement") with the Commission registering the Securities or the relating to a registered Exchange Notes Offer (as defined in the Registration Rights Agreement) for the Notes under the Securities Act to offer to the holders of the Notes the opportunity to exchange their Notes for an issue of notes substantially identical to the Notes (except that (a) interest thereon will accrue from the last date on which interest was paid on the Notes, or if no such interest has been paid, from November 26, 1997, (b) such Notes will not contain restrictions on transfer, and (c) such Notes will not contain provisions relating to an increase in their interest rate under certain circumstances) that would be registered under the Act (the "Exchange Notes"); or (ii) alternatively, in the event that applicable interpretations of the Commission do not permit the Company to effect the Exchange Offer or do not permit any holder of the Notes to participate in the Exchange Offer, a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("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 $200,000,000 750,000,000 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 $200,000,000 180,000,000 aggregate principal amount of its 9.007 3/4% Senior Subordinated Notes due 2012 2012, Series C (the "Notes"). The obligations ) having the terms set forth in that certain Indenture, dated as of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees")December 20, on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture 2002 (the "Indenture"), to be dated as of February 18, 2004, among between the Company, the Guarantors Company and The U.S. Bank of New YorkNational Association, as trustee successor-in-interest to State Street Bank and Trust Company (the "Trustee"). The Notes and are to be issued under the Guarantees are hereinafter referred to collectively as the "Securities." Indenture. The Securities Notes will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with The Company will prepare and deliver to the sale Initial Purchasers not later than 9:00 a.m. on February 4, 2003 copies of the Securitiesan offering memorandum to be dated January 28, 2003 (including documents incorporated by reference therein, the Company has prepared a preliminary offering memorandum dated January 26, 2004 (the "Preliminary Memorandum") and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company Any references herein to the Memorandum shall be deemed to refer to and the Guarantors understand that the Initial Purchaser proposes to make an offering include any documents incorporated by reference therein as of the Notes only on date of the terms Memorandum, and in the manner set forth in any reference to any amendment or supplement to the Memorandum shall be deemed to refer to and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A include any document filed under the Securities ActExchange Act of 1934, as such rule may be amended from time to time amended, and the rules and regulations thereunder (the "Rule 144AExchange Act"), in transactions under Rule 144A and (ii) outside after the United States to certain persons in reliance on Regulation S under date of the Securities Act ("Regulation S")Memorandum, unless otherwise noted. The Initial Purchaser Purchasers and its their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement Agreement, in form and substance reasonably satisfactory to be dated as of February 18, 2004 among the parties hereto Initial Purchasers (the "Registration Rights Agreement") ), pursuant to which the Issuers have agreedCompany will agree, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under Act. On the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes Closing Date (as defined in the Registration Rights Agreement) by Section 3 below), the Initial Purchaser Purchasers will transfer the net proceeds of the sale of the Notes as follows: (a) deposit an amount sufficient to redeem the Company's 8 7/8% Senior Subordinated Notes due 2008 (the "8 7/8 Notes") in accordance with the redemption notice issued pursuant to Section 7(l) below (the "Escrowed Funds"), which funds will be used to purchase or redeem the 8 7/8% Notes, and (b) wire transfer (same day funds) the remaining net proceeds of the sale of the Notes to such account or accounts as the Company shall specify prior to the Closing Date. The Escrowed Funds will be placed into an escrow account (the "Escrow Account") pursuant to an exchange escrow agreement substantially in the form of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("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 indentureEscrow Agreement, dated as of April 2December 20, 19972002, under which between the XXXX Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement Company and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility State Street Bank and Trust Company (the "AmendmentEscrow Agreement") to be dated as of the Closing Date by and among the Company and an escrow agent to be determined by the Company and reasonably acceptable to the Initial Purchasers (the "Escrow Agent"). Funds in the Escrow Account will be disbursed, allowing for, among other things, until the issuance and sale purchase or redemption in full of the Securities and permitting 8 7/8 Notes, to the Company solely upon certification by the Company that the funds will be immediately used to (i) the distribution of the proceeds thereof to XXXX to fund the Tender Offer and purchase price to be paid by the repurchase or redemption of any XXXX Company for the 8 7/8 Notes that remain outstanding after the completion of the Tender Offer and pursuant to a tender offer and/or (ii) fund the distribution redemption price of the 8 7/8 Notes. Any funds remaining in the Escrow Account after the purchase or redemption by the Company of a dividend all of the 8 7/8 Notes will be disbursed to its principal stockholder the Company. Upon the satisfaction of certain conditions as set forth in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the TransactionsEscrow Agreement, the Company shall merge with 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 Purchasers $200,000,000 150,000,000 aggregate principal amount of its 9.004.50% Senior Subordinated Notes due 2012 2009 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (collectively, the "Guarantees"), on a joint ) jointly and several basisseverally, by each Guarantorthe Guarantors. Each of the Guarantors is a direct or indirect subsidiary of the Company. The Notes and the Guarantees are collectively referred to herein as the "Securities." The Notes are to be issued pursuant to the Indenture under an indenture (the "Indenture"), ) to be dated as of February 18October 15, 2004, 2004 by and among the Company, the Guarantors and The Bank of New YorkLaSalle National Bank, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has and the Guarantors have prepared a preliminary final offering memorandum memorandum, dated January 26October 12, 2004 (the "Preliminary Memorandum") and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Guarantees, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchaser proposes Any reference herein to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum shall be deemed to refer to and Section 9 hereof as soon as include the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S")documents incorporated by reference therein. The Initial Purchaser Purchasers and its their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit B (the "Registration Rights Agreement") ), pursuant to which the Issuers have agreedCompany and the Guarantors will agree, among other things, to file (i) a registration statement with the Securities and Exchange Commission (the "Registration StatementCommission") with the Commission registering the Securities or the Exchange Notes (each as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under Act. This Agreement, the Securities Act relating to Notes, the resale of Guarantees, the Securities by holders thereof orExchange Notes, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by ), the Initial Purchaser pursuant to an exchange guarantees of the Exchange Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("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 herein as the "Basic DocumentsOffering Agreements.". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to 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 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 proposes to issue and sell to the Initial Purchaser $200,000,000 88,000,000 aggregate principal amount at maturity (approximately $50,273,037 gross proceeds) of its 9.0013 1/4 % Senior Subordinated Discount Notes due 2012 2011 (the "Notes"“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 Securities are to be issued pursuant to the Indenture under an indenture (the "“Indenture"), ”) to be dated as of February 184, 2004, among 2004 by and between the Company and BNY Trust Midwest 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 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 2622, 2004 (the "“Preliminary Memorandum"”) and a final offering memorandum dated February 6January 28, 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 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 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, certain Subsidiaries of the Company's parent, Affinity Group Holding, Inc. ("XXXX") (i) commenced a cash tender offer Company will seek an amendment or waiver to (the "Tender Offer"“Amendment”) for any the amended 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 indenturerestated credit agreement, dated as of April 2May 23, 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 "Amendment"“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 $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 $200,000,000 500,000,000 aggregate principal amount of its 9.008-1/8% Senior Subordinated Notes due 2012 2007, Series A (the "Notes" and, together with the guarantee of each Guarantor (the "Guarantee"), the "Securities"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture under an indenture (the "Indenture"), ) to be dated as of February 18December 22, 2004, 1997 by and among the Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 26, 2004 (the "Preliminary Memorandum") and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description tion of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company Initial Purchasers and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated Agreement, substantially in the form attached hereto as of February 18, 2004 among the parties hereto Exhibit A (the "Registration Rights Agreement") ), pursuant to which the Issuers have Company has agreed, among other things, to file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth therein (i) a registration statement (the "Registration Statement") with the Commission registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act relating to the Company's 8-1/8% Senior Subordinated Notes due 2007, Series B (the "Exchange Notes"), to be offered in exchange for the Notes or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities Notes by holders thereof or, if applicable, relating to the resale of Private debt securities of the Company substantially identical to the Exchange Notes (as defined in the Registration Rights Agreement"Private Exchange Notes") by the Initial Purchaser Purchasers pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("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 $200,000,000 750,000,000 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 proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 25,000,000 aggregate principal amount of its 9.00% Senior Subordinated PIK Toggle Notes due 2012 2018 (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 that certain indenture (the "“Indenture"), to be ”) dated as of February 18April 3, 20042013, among by and between the Company, the Guarantors Company and The U.S. Bank of New YorkNational Association, as trustee (the "“Trustee"”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). The Company previously issued $175,000,000 aggregate principal amount of its Senior PIK Toggle Notes due 2018 under the Indenture (the “Existing Notes”). The Notes constitute an issuance of “Additional Securities” 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 Indenture. The Notes will have the same CUSIP and ISIN numbers as, and will trade fungibly with, the Existing Notes (except that the Notes issued pursuant to Regulation S (as defined below) will trade separately under different CUSIP and ISIN numbers until at least 40 days after the issue date of the Notes). This Agreement, the Notes and the Guarantees Indenture, as entered into by the Company, are hereinafter referred to collectively as the "Securities“Transaction Documents." ” 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 26May 13, 2004 2013 (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 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.terms

The Securities. Subject to (a) The Company has, by a Subscription Agreement, dated August 5,1997 (the terms and conditions herein contained"Subscription Agreement"), among the Company, the Company proposes Guarantor and the managers named therein (the "Managers"), agreed to issue and sell to the Initial Purchaser Managers U.S. $200,000,000 115,000,000 aggregate principal amount of its 9.004 3/8% Senior Convertible Subordinated Notes due 2012 Debentures Due 2004 (hereinafter referred to as the "NotesSecurities"). The obligations amount of the Company under the Indenture Securities that may be issued hereunder may be increased by agreement among Lehman Brothers International (as hereinafter definedEurope) and the Notes will be unconditionally guaranteed (the "GuaranteesLead Xxxxxer"), 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 Fiscal Agent, and such additional securities shall be "Securities" hereunder. The Bank due and punctual payment of New Yorkprincipal, premium, if any, and interest and Additional Amounts (as trustee defined in Section 2 of the Securities) on the Securities when and as the 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 a 360 day year comprised of twelve 30-day months. (b) Pursuant to the Subscription Agreement, the Managers (or their affiliates) may sell the Securities to (i) persons who are not "U.S. Persons" (as such term is defined in Regulation S promulgated by the United States Securities and Exchange Commission (the "TrusteeSEC"). The Notes and the Guarantees are hereinafter referred ) pursuant 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 transactions that meet the requirements of Regulation S, (ii) "qualified institutional buyers" (as such term is defined in Rule 144A promulgated by the SEC pursuant to the Securities Act and hereinafter referred to as "QIBs") 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 Rule 144A (the Securities that are resold by the Managers pursuant to Rule 144A being hereinafter referred to as the "Preliminary MemorandumRule 144A Securities") and (iii) a final offering memorandum dated February 6limited number of "institutional accredited investors" (within the meaning of Rule 501(a)(1), 2004 (2), (3) or (7) promulgated by the SEC pursuant to the Securities Act) ("Institutional Accredited Investors") that, prior to their purchase of any Securities, deliver to the Managers a letter containing certain representations and agreements (the "Final Memorandum"; Securities that are resold by the Preliminary Memorandum and the Final Memorandum each herein Managers to institutional accredited investors being referred to as a the "Memorandum"), each setting forth or including a description of the terms of the Accredited Investor 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 1PAGE (c) A portion of the Securities will initially be entitled issued in the form of a temporary global debenture in bearer form without coupons or conversion rights having endorsed thereon the guarantee of the Guarantor (the "Guarantee"), which will be deposited with a depository in London for Cedel and Euroclear for the accounts of the subscribers of such Securities on the Closing Date (as defined herein). Upon deposit of the temporary global debenture, Cedel or Euroclear, as the case may be, will credit each subscriber with a principal amount of Securities equal to the benefits principal amount thereof for which it has subscribed and paid in the aggregate principal amount of the Registration Rights Agreement to be dated as entire issue of February 18Securities less the aggregate principal amount of the Rule 144A Securities and Accredited Investor Securities concurrently issued, 2004 among substantially in the parties form of Exhibit B hereto (the "Registration Rights AgreementRegulation S Global Security") pursuant to which ). As hereinafter provided, the Issuers have agreed, among other things, to file Regulation S Global Security may subsequently be exchanged for Securities (i) a registration statement in printed definitive form with the Guarantees endorsed thereon either as (the a) bearer Securities ("Registration StatementBearer Securities") in denominations of U.S. $1,000 and U.S. $10,000 and with interest coupons attached thereto, representing the Commission registering the semi-annual interest payable thereon, or (b) fully registered Securities or the Exchange Notes (as defined "Registered Regulation S Securities") in the Registration Rights Agreement) under the Securities Act denominations of U.S. $1,000 and integral multiples thereof, without coupons, or (ii) if permitted by Cedel or Euroclear, as the case may be, a shelf registration statement pursuant to beneficial interest in the 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 144A Global Security (as defined below), in accordance with the provisions of Section 3(c). Bearer Securities shall be substantially in the Registration Rights Agreement) by form of Exhibit A hereto, including the Initial Purchaser pursuant to an exchange coupons set forth therein. Registered Regulation S Securities also shall be substantially in the form of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("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 issuedExhibit A hereto. The Securities, Securities which are not Bearer Securities or the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement Regulation S Global Security are herein hereinafter collectively referred to as the "Basic DocumentsRegistered Securities.". (d) The Issuers propose to issue Rule 144A Securities will initially be issued in the Securities simultaneously with form of a global Security in the amendment aggregate principal amount of the Company's senior credit facility (Rule 144A Securities, which Security shall be in substantially the "Amendment")form of Exhibit A hereto, allowing forhaving endorsed thereon a Guarantee, 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 is hereinafter referred to as the "Transaction DocumentsRule 144A Global Security." Such Rule 144A Global Security shall be duly executed by the Company and authenticated by the Fiscal Agent (as defined below) as hereinafter provided and will be deposited on the Closing Date with, or on behalf of, The Depositary Trust Company ("DTC") and registered in the name of Cede & Co., as nominee of DTC. The aggregate principal amount of the Rule 144A Global Security may from time to time be increased or reduced by adjustments made in the Security Register. Transfers of interests in the Rule 144A Global Security will be subject to certain restrictions set forth therein and described in Section 3 hereof. (e) The Accredited Investor Securities will initially be issued in fully registered form in minimum denominations of U.S. $50,000 and integral multiples of U.S. $1,000 in excess 2PAGE thereof, which Securities shall be in substantially the form of Exhibit A hereto, having endorsed thereon a Guarantee, and are hereinafter collectively referred to as "Registered Accredited Investor Securities." Such Registered Accredited Investor Securities shall be in definitive, fully registered certificated form only and registered in the names of such Institutional Accredited Investors or their nominees. Such Institutional Accredited Investors may not elect to hold Registered Accredited Investor Securities through DTC, Euroclear or Cedel. As provided herein, such Registered Accredited Investor Securities may subsequently be exchanged for Registered Accredited Investor Securities in denominations of $1,000 and integral multiples thereof. The aggregate principal amount of the Registered Accredited Investor Securities may be increased or reduced by adjustments made in the Security Register. Transfers of Registered Accredited Investor Securities will be subject to certain restrictions set forth therein and described in Section 3 hereof. (f) During the period beginning on the Closing Date and ending on the date which is two years (or the then applicable holding period under Rule 144(k) under the Securities Act (or successor provision)) after the later of the date of original issuance thereof and the last date on which the Company or any affiliate of the Company was the owner thereof (or any predecessor), all Rule 144A Securities, all Accredited Investor Securities, all other Registered Securities and all Securities issued upon registration of transfer of or in exchange for such Securities, shall be "Restricted Securities" and shall be subject to the restrictions on transfer in Section 3 hereof; provided, however, that the term "Restricted Securities" shall not include Registered Securities as to which such restrictions on transfer have been terminated in accordance with Section 3(g) hereof. Following All Restricted Securities shall bear the Transactionslegend required by Section 3(f) hereof. (g) The Securities will be convertible as provided in Section 4 of the Registered Securities and the Bearer Securities and Section 7 hereof. The Securities may be redeemed by the Company as provided in Section 3 of the Registered Securities and the Bearer Securities and Section 6 hereof. The Securities will be subordinated as provided in Section 7 of the Registered Securities and the Bearer Securities. The Registered Securities, the Bearer Securities and the Regulation S 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. (h) The Company in issuing the Securities shall use CUSIP numbers, and the Fiscal Agent may use such CUSIP numbers in 3PAGE any notice of redemption with respect to the Securities. The Company shall obtain one CUSIP number for the Rule 144A Securities, one for the Accredited Investor Securities and one for the Registered Regulation S Securities. In addition, the Company shall merge with XXXX obtain an ISIN number and a Common Code for the Regulation S Global Security, the Bearer Securities and the Registered Regulation S Securities. (i) Pursuant to the Subscription Agreement, the Managers (or their affiliates) may sell the Securities to persons who are not persons within the United States or its possessions or "United States persons" as defined in the Internal Revenue Code except as provided in U.S. Treasury Regulation Section 1.163-5(c)(2)(i)(D). In compliance with United States tax laws and regulations, Bearer Securities may not be offered or sold during the 40-day period beginning on the Closing Date, or at any time if part of a Manager's unsold allotment, to a person who is within the United States or its possessions or to a United States person other than (a) foreign branches of United States financial institutions if such institutions agree in writing to comply with the requirements of Section 165(j)(3)(A), (B), or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder, (b) United States offices of exempt distributors, or (c) United States offices of international organizations or foreign central banks. United States tax laws and regulations also require that Bearer Securities not be delivered within the United States or its possessions. (j) The Company will use its reasonable best efforts to have the Securities approved for listing on the Luxembourg Stock Exchange or such other exchange as shall remain be agreed upon by the Managers and the Company, as soon as practicable after the surviving entity of that mergerdate hereof.

The Securities. Subject to the terms and conditions herein contained, the Company Issuer proposes to issue and sell to the Initial Purchaser Purchasers $200,000,000 100,000,000 aggregate principal amount of its 9.0010 1/4% Senior Subordinated Notes due 2012 2007 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (collectively, the "Guarantees"), ) on a joint and several basis, senior subordinated basis by each Guarantor. The Notes of the Issuer's Subsidiaries listed on the signature pages hereof (collectively, and together with any subsidiary that in the Guarantees are to be issued future executes a supplemental indenture pursuant to which such subsidiary agrees to guarantee the Indenture (Notes, the "Indenture"), to be dated as of February 18, 2004, among the Company, the Guarantors and The Bank of New York, as trustee (the "TrusteeSubsidiary Guarantors"). The Notes and the Guarantees are hereinafter collectively referred to collectively herein as the "Securities." ". The Securities are to be issued under an indenture (the "Indenture") to be dated as of April 11, 1997 by and among the Issuer, the Subsidiary Guarantors and Xxxxxx Trust and Savings Bank, as Trustee (the "Trustee"). The Securities are being offered in connection with the Issuer's refinancing of existing indebtedness primarily incurred under its senior revolving credit facility dated June 17, 1996 (the "Credit Agreement"). The Securities will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company Issuer has prepared a preliminary offering memorandum dated January 26March 21, 2004 1997 (the "Preliminary Memorandum") ), and a final offering memorandum dated February 6April 8, 2004 1997 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each ) setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company Credit Agreement, a description of the Issuer and its subsidiaries the Subsidiary Guarantors and any material developments development relating to the Company Issuer and its subsidiaries the Subsidiary Guarantors occurring after the date of the most recent historical financial statements included therein. The Company Initial Purchasers and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18, 2004 among the parties hereto Closing Date (as defined) (the "Registration Rights Agreement") ), pursuant to which the Issuers have agreedIssuer and the Subsidiary Guarantors will agree, among other things, to file with the Securities and Exchange Commission (the "Commission"), under the circumstances set forth therein, (i) a registration statement under the Act (the "Exchange Offer Registration Statement"), relating to Senior Subordinated Notes due 2007 of the Issuer (the "Exchange Notes") with to be offered in exchange (the Commission registering "Exchange Offer") for the Securities or Notes, and (ii) as and only to the Exchange Notes (as defined in extent required by the Registration Rights Agreement) under the Securities Act or (ii) , a shelf registration statement pursuant to Rule 415 under the Securities Act relating to (the resale of "Shelf Registration Statement" and, together with the Securities by holders thereof orExchange Offer Registration Statement, if applicablethe "Registration Statements"), relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange certain holders of the Notes for Private Notes, and to use its best efforts to cause (A) the Exchange Notes. In connection with Offer Registration Statement to be declared effective and (B) as and only to the Issuers' issuance and sale of the Securities, on January 20, 2004extent required, the Company's parentShelf Registration Statement to be declared effective. This Purchase Agreement (this "Agreement"), Affinity Group Holdingthe Notes, Inc. ("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 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 This Supplemental Indenture hereby establishes a series of Securities, known as and conditions herein contained, the Company proposes to issue and sell to the Initial Purchaser $200,000,000 entitled "6 1/8% Senior Notes due 2008." The aggregate principal amount of its 9.00% the Securities shall be limited initially to Two Hundred Million Dollars ($200,000,000) (except for Senior Subordinated Notes due 2012 (authenticated and delivered upon transfer of, or in exchange for, or in lieu of, other Senior Notes); provided that the "Notes"). The obligations Company may, without the consent of the Company under Holders, "reopen" the Indenture (series of Senior Notes so as hereinafter defined) and to increase the aggregate principal amount of 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 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 in compliance 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 procedures set forth in the Memorandum Original Indenture, including Section 3.1 and Section 9 hereof 3.3 thereof, and subject to limitations, if any, on the Company's ability to issue Collateral Bonds securing the additional Senior Notes, so long as soon any such additional Senior Notes have the same tenor and terms as the Initial Purchaser deems advisable after Senior Notes then Outstanding. The Senior Notes are not subject to repayment at the option of Holders thereof and are not subject to any sinking fund. As provided in the form of Senior Notes attached hereto as Appendix I, the Senior Notes are subject to optional redemption, as a whole or in part, by the Company prior to the Stated Maturity of the principal thereof on the terms set forth therein. Except as modified in the form of the Senior Notes, redemptions shall be effected in accordance with Article Twelve of the Original Indenture. The Senior Notes shall have such other terms and provisions as are set forth in the form of the Senior Notes attached hereto as Appendix I (which is incorporated by reference in and made a part of this Agreement has been executed Supplemental Indenture as if set forth in full at this place). The Senior Notes shall be issuable only in fully registered form and, as permitted by Section 3.1 and deliveredSection 3.2 of the Original Indenture, in denominations of $1,000 and integral multiples thereof. The Senior Notes will initially be issued in global form (the "Global Notes") under a book-entry system, registered in the name of The Depository Trust Company, as depository ("DTC"), or its nominee, which is hereby designated as "U.S. Depositary" under the Indenture. Further to Section 3.5 of the Original Indenture, any Global Note shall be exchangeable for Senior Notes registered in the name of, and a transfer of a Global Note may be registered to, any Person other than the U.S. Depositary for such Senior Note or its nominee only if (i) such U.S. Depositary notifies the Company that it is unwilling or unable to persons in the United States whom the Initial Purchaser reasonably believes continue as U.S. Depositary for such Global Note or if at any time such U.S. Depositary ceases to be qualified institutional buyers ("QIBs") as defined in Rule 144A a clearing agency registered under the Securities Exchange Act, as such rule may be amended from time to time ("Rule 144A")and, 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, 2004either such case, the Company's parentCompany does not appoint a successor U.S. Depositary within 90 days thereafter, 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 Company executes and delivers to the Trustee a Company Order that such Global Note shall be so exchangeable and the transfer thereof so registrable or (iii) there shall have occurred and be continuing an Event of Default or an event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default with respect to the Senior Notes. Upon the occurrence in respect of any Global Note of any or more of the conditions specified in clause (i), (ii) or (iii) of the preceding sentence, such Global Note may be exchanged for Senior Notes registered in the name of, and the transfer of such Global Note may be registered to, such Persons (including Persons other than the U.S. Depositary and its nominees) as such U.S. Depositary, in the case of an exchange, and the Company, in the case 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 Transactionstransfer, the Company shall merge with XXXX and the Company shall remain as the surviving entity of that mergerdirect.

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 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 (a) The Company has, by a Subscription Agreement, dated July 10, 1997 (the terms and conditions herein contained"Subscription Agreement"), among the Company, the Company proposes Guarantor and the managers named therein (the "Managers"), agreed to issue and sell to the Initial Purchaser Managers U.S. $200,000,000 150,000,000 aggregate principal amount of its 9.004-1/2% Senior Convertible Subordinated Notes due 2012 Debentures Due 2004 (hereinafter referred to as the "NotesFirm Securities"). In addition, the Company has granted the Managers an option to acquire up to an additional US $3,000,000 aggregate principal amount of its 4-1/2% Convertible Subordinated Debentures Due 2004 (hereinafter referred to as the "Option Securities"). The obligations of the Company under the Indenture (as hereinafter defined) Firm Securities and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees Option Securities 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 as the "Securities." The amount of Securities will that may be offered issued hereunder may be increased by agreement among Lehman Brothers International (Europe), Salomon Broxxxxx Inc. (Lehman Brothers International (Europe) and sold Salomon Xxxxxers Inc. are collectively referred to as the "Joint-Lead Managers"), the Company, the Guarantor and the Fiscal Agent, and such additional securities shall be "Securities" hereunder. The due and punctual payment of principal, premium, if any, and interest and Additional Amounts (as defined in Section 2 of the Securities) on the Securities when and as the 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 a 360 day year comprised of twelve 30-day months. (b) Pursuant to the Initial Purchaser without Subscription Agreement, the Managers (or their affiliates) may sell the Securities to (i) persons who are not "U.S. Persons" (as such offers term is defined in Regulation S promulgated by the United States Securities and sales being registered under Exchange Commission (the "SEC") pursuant to 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 transactions that meet the requirements of Regulation S, (ii) "qualified institutional buyers" (as such term is defined in reliance on exemptions therefrom. In connection with Rule 144A promulgated by the sale of SEC pursuant to the Securities, the Company has prepared a preliminary offering memorandum dated January 26, 2004 (the "Preliminary Memorandum") Securities Act and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being hereinafter 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 Rule 144A (the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of that are resold by 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 Managers 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 144A being hereinafter referred to as the "Transaction DocumentsRule 144A Securities") and (iii) a limited number of "institutional accredited investors" (within the meaning of Rule 501(a)(1). Following , (2), (3) or (7) promulgated by the Transactions, SEC pursuant to the Company shall merge with XXXX and the Company shall remain as the surviving entity of that merger.Securities Act) 1PAGE

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 $200,000,000 250,000,000 aggregate principal amount of its 9.008 1/4% Senior Subordinated Notes due 2012 2008 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Subsidiary Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture (the "Indenture"), to be dated as of February 18December 14, 20041998, among the Company, the Guarantors and The Bank of New York, a New York corporation, as trustee (the "Trustee"), and the Subsidiary Guarantors. The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The sale of the Securities will be offered and sold to the Initial Purchaser Purchasers (the "Offering") will be made without such offers and sales being registered registration of the Securities under the Securities Act of 1933, as amended (together with the "Act") and the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefromupon the exemption therefrom provided by Section 4(2) of the Act. Holders of the Securities will have the benefits of a Registration Rights Agreement to be dated as of December 14, 1998 among the Issuers and the Initial Purchasers (the "Registration Rights Agreement"). In connection with the sale of the Securities, the Company has prepared a preliminary an offering memorandum dated January 26December 7, 2004 1998 (including information incorporated by reference therein, the "Preliminary Memorandum") and a final offering memorandum dated February 6, 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the Securities, the terms of the offering of the SecuritiesOffering, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company Securities are being issued and sold in connection with the Guarantors understand that the Initial Purchaser proposes to make an offering repayment of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A certain indebtedness outstanding under the Securities ActCompany's senior secured loan facility (as amended, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18, 2004 among the parties hereto (the "Registration Rights Amended Credit Agreement") pursuant to which among the Issuers have agreedCompany, among Canadian Imperial Bank of Commerce, as administrative agent, Merrxxx Xxxital Corporation, as documentation agent, and the other thingsfinancial institutions party thereto, to file (i) a registration statement (as lenders. This Agreement, the "Registration Statement") with the Commission registering the Securities or Securities, the Exchange Notes (as defined in the Registration Rights Agreement) under ), the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("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 $200,000,000 100,000,000 aggregate principal amount of its 9.00the Company's 12% 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 (collectively, the "Guarantees"), ) upon consummation of the Merger (as defined below) on a joint and several basis, senior subordinated basis by each Guarantorof ATC'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 18January 29, 2004, among 1998 by and between the Company and State Street Bank and Trust Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Notes term "Credit Agreement" as used herein shall have the meaning provided therefor in the Indenture. The Company, Acquisition Holdings, Inc. ("Holdings") and ATC Group Services, Inc. ("ATC") have entered into a Merger Agreement dated as of November 26, 1997 (as in effect on the date hereof, the "Merger Agreement") pursuant to which the Company has offered to purchase (the "Tender Offer"), pursuant to the terms of that certain Offer to Purchase dated December 4, 1997 (as in effect on the date hereof, the "Offer to Purchase"), all of the outstanding shares (the "Shares") of common stock, par value $0.01 per share, of ATC. Pursuant to the Merger Agreement, the Company will be merged into and with ATC (the "Merger"), with ATC as the surviving corporation. Upon effectiveness of the Merger (the "Effective Time"), ATC will execute and deliver a supplemental indenture (the "Supplemental Indenture") to the Indenture, expressly assuming all of the Company's obligations under the Indenture. Also at the Effective Time, the Company will cause the Guarantors to execute and deliver the Supplemental Indenture, the Guarantees, this Agreement and the Guarantees are hereinafter referred to collectively Registration Rights Agreement (as the "Securities." defined below). 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 262, 2004 1998 (the "Preliminary Memorandum") and a final offering memorandum dated February 6January 22, 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 descriptions of the Company Company, Holdings, ATC and its subsidiaries and any material developments relating to the Company Company, Holdings and its subsidiaries ATC 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 9.0011% 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 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 $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 herein contained, the Company proposes Issuers propose to issue and sell to the several purchasers named in Schedule 1 hereto (the "Initial Purchaser Purchasers") $200,000,000 150,000,000 aggregate principal amount of its 9.00their 12 3/4% 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"), 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 189, 2004, 2000 by and among the CompanyParent, the Issuers, the Subsidiary Guarantors and The Bank United States Trust Company of New York, as trustee (the "Trustee"). The Notes will be guaranteed (the "Guarantees"), jointly and severally, by Parent and the Guarantees are hereinafter referred to collectively as Subsidiary Guarantors (together, the "Securities." Guarantors"), on a senior subordinated basis. 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, Parent and the Company has Subsidiaries have prepared a preliminary offering memorandum dated January 2617, 2004 2000 (the "Preliminary Memorandum") and will prepare a final offering memorandum dated February 64, 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 SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of Parent and the Company and its subsidiaries Subsidiaries and any material developments relating to Parent and the Company and its subsidiaries 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 $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 $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 Form, Dating and Terms. The Initial Notes are being offered and sold by the Company pursuant to a Purchase Agreement, dated December 11, 2001, among J.P. Morgan Securities Inc., Credit Suisse First Boston Corporation, Xxxxxxxx Xxnc Alex. Brown Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and TD Xxxxrities (XXX) Xnc., as initial xxxxxxserx (xxllectively, the terms and conditions herein contained"Initial Purchasers"), the Company proposes to issue and sell to the Guarantors. The Initial Purchaser $200,000,000 Notes issued on the date hereof will be in an aggregate principal amount of its 9.00% Senior Subordinated Notes due 2012 ($500,000,000. In addition, the "Company may issue, from time to time in accordance with the provisions of this Indenture, Additional Notes"). The obligations of the Company under the Indenture (as hereinafter defined) Initial Notes and the Additional Notes will be unconditionally guaranteed resold initially only to (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"A) promulgated thereunder, the "Securities Act"), QIBs 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 Act ("Rule 144A"), in transactions under Rule 144A ) and (iiB) outside the United States to certain persons Non-U.S. Persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Such Initial Purchaser Notes and its direct and indirect transferees of the Securities will Additional Notes may thereafter 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 agreedtransferred to, among other thingsothers, to file (i) a registration statement (the QIBs, Non-U.S. Persons and institutional "Registration Statement") with the Commission registering the Securities or the Exchange Notes accredited investors" (as defined in the Registration Rights AgreementRules 501(a)(1), (2), (3) and (7) under the Securities Act who are not QIBs ("IAIs")) in accordance with the procedures set forth herein. Initial Notes and Additional Notes offered and sold to QIBs in the United States in reliance on Rule 144A (each, a "Rule 144A Note") will be issued in the form of a global Note, without interest coupons, substantially in the form of Exhibit A hereto, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c) hereof (a "Rule 144A Global Note"), deposited with DTC (or to or for the benefit of its nominee), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Notes representing the Initial Notes or Additional Notes may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of DTC as hereinafter provided. Initial Notes and Additional Notes offered and sold outside the United States in reliance on Regulation S (iieach, a "Regulation S Note") will be issued in the form of a shelf registration statement pursuant global Note, without interest coupons, substantially in the form set forth in Exhibit A hereto, including appropriate legends as set forth in Section 2.1(b) hereof (a "Regulation S Global Note"), deposited with DTC (or to Rule 415 under or for the Securities Act relating benefit of its nominee), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Notes representing the Initial Notes or Additional Notes may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of DTC as hereinafter provided. Notes that may be resold to IAIs in the United States (each, an "IAI Note"), will be issued in the form of definitive fully registered Notes, without interest coupons, substantially in the form set forth in Exhibit A hereto, including appropriate legends as set forth in Section 2.1(b) hereof, duly executed by the Company and authenticated by the Trustee as hereinafter provided and delivered to the resale respective IAIs. Exchange Notes exchanged for interests in the Rule 144A Note, the Regulation S Note and the IAI Note, if any, will be issued in the form of a permanent global Note substantially in the form of Exhibit B hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with DTC (or to or for the benefit of its nominee), as hereinafter provided, including the appropriate legend set forth in Section 2.1(b)(B) hereof (each, an "Exchange Global Note"). The Exchange Global Notes may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate amount of the Securities Exchange Global Note may from time to time be increased or decreased by holders thereof oradjustments made on the records of DTC as hereinafter provided. Each Rule 144A Global Note, if applicable, relating to the resale of Private each Regulation S Global Note and each 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 Global Note are sometimes collectively herein collectively referred to as the "Basic DocumentsGlobal Notes.". 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 $200,000,000 175,000,000 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 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 to shall issue and sell to the Initial Purchaser 294,118 Units (each a "Unit" and collectively, the "Units"), each consisting of one share of Amended Series A, Cumulative Convertible Preferred Stock, par value $200,000,000 aggregate principal amount 1.00 per share, of its 9.00% Senior Subordinated Notes due 2012 the Company ("Amended Series A Preferred Stock") and one warrant (collectively, the "Warrants") to purchase initially 327 shares of the Company's Common Stock, par value $0.01 per share (the "NotesCommon Stock"), at an initial purchase price of $0.2063 per share. The obligations terms of the Amended Series A Preferred Stock are set forth in the certificate of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees151 Certificate")) to be filed with the Secretary of State of Delaware pursuant to Section 151 of the Delaware General Corporation Law. A copy of the 151 Certificate, on a joint and several basisin substantially final form, by each Guarantorhas been delivered to the Initial Purchaser. The Notes and shares of Common Stock issuable upon conversion of the Guarantees Amended Series A Preferred Stock are herein referred to as the "Conversion Stock." The Warrants are to be issued pursuant to the Indenture (the "Indenture"), under a Warrant Agreement to be dated as of February 18, 2004, among the Company, the Guarantors and The Bank of New York, as trustee Closing Date (the "TrusteeWarrant Agreement")) of the Company for the benefit of the holders from time to time of the certificates evidencing the Warrants. The Notes shares of Common Stock issuable upon exercise of the Warrants are herein referred to as the "Warrant Shares." The Amended Series A Preferred Stock, the Warrants and the Guarantees Units are hereinafter collectively referred to collectively herein 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 26May 7, 2004 1997 (the "Preliminary Memorandum") ), and a final offering memorandum dated February 6May 13, 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, and a description of the Company and its subsidiaries and any material developments relating to business of 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")XCL-China. 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 agreedCompany shall agree, among other things, to file (i) to file a shelf 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 Amended Series A Preferred Stock included 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, 2004Units, the Company's parent, Affinity Group Holding, Inc. ("XXXX") (i) commenced a cash tender offer (Conversion Stock and the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX Notes") Warrant Shares and (ii) concurrently therewith initiated a consent solicitation relating to grant certain "piggy-back" registration rights 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 holders 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 Conversion Stock 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 mergerWarrant Shares.

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 each Purchaser (a) the Initial Purchaser $200,000,000 aggregate principal amount number of shares of its 9.00% Senior Subordinated Notes due 2012 Series E Cumulative Convertible Preferred Stock (the "NotesSeries E Preferred Stock"). The obligations ) set forth on the signature page of such Purchaser hereto, and (b) a warrant, substantially in the Company under the Indenture (form attached hereto as hereinafter defined) and the Notes will be unconditionally guaranteed 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 "IndentureWarrants"), to be dated as of February 18, 2004, among the Company, the Guarantors and The Bank of New York, as trustee acquire 50 shares (the "TrusteeWarrant Shares") of the Company's common stock, no par value (the "Common Stock"), for each share of Series E Preferred Stock purchased. The rights, preferences, privileges and restrictions of the Series E Preferred Stock are set forth in the Form of Certificate of Determination attached hereto as Exhibit B (the "Series E Certificate of Determination"). Each share of Series E Preferred Stock shall be, at the option of the holder, convertible into shares (the "Conversion Shares") of Common Stock as provided in the Series E Certificate of Determination. The Notes shares of Series E Preferred Stock 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, (i) the Company has made available its periodic reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 since January 1, 2001, and all amendments thereto, and (ii) the Company has prepared a preliminary offering memorandum an Executive Summary dated January 2625, 2004 2002 (the "Preliminary MemorandumExecutive Summary") and a final offering memorandum slide presentation dated February 6January 25, 2004 2002 (the "Final MemorandumSlide Presentation"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each ) setting forth or including a description of certain information with respect to the terms of the Securities, the terms of Company and the offering of the Securities. These reports, a description of filings and amendments, along with the Company Executive Summary and its subsidiaries and any material developments relating Slide Presentation, are collectively referred to as the Company and its subsidiaries occurring after the date of the most recent historical "Disclosure Documents". All references in this Agreement to financial statements included thereinand schedules and 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 fi- nancial statements and schedules and other information which is incorporated by reference in the Disclosure Documents. 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 Registration Rights Agreement to be dated as of February 18March 29, 2004 2002 among the parties hereto (the "Registration Rights Agreement") pursuant to which the Issuers have Company has agreed, among other things, to file (i) 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 of 1933 relating to the resale of the Securities Conversion Shares and the Warrant Shares by holders thereof orthereof. This Agreement, 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 parentWarrants, Affinity Group Holding, Inc. ("XXXX") (i) commenced a cash tender offer and the Engagement Letter (the "Tender OfferEngagement Letter") for any and all dated as of its outstanding 11% Senior Notes due 2007 March 29, 2002 with Roth Capital Partners, LLC (the "XXXX NotesPlacement Agent") 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 collectixxxx 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 Trust proposes to issue and sell to the Initial Purchaser $200,000,000 aggregate principal amount Purchasers 55,000,000 Mandatory Exchangeable Trust Securities of its 9.00% Senior Subordinated Notes due 2012 the Trust (the "Notes"“Firm Securities”) and, at the election of the Initial Purchasers pursuant to their option to purchase referred to in Section 3 hereof, up to 11,000,000 additional Mandatory Exchangeable Trust Securities of the Trust (the “Option Securities”). The obligations Firm Securities and the Option Securities are herein collectively called the “Securities”. Each Security is to be delivered pursuant to an amended and restated trust agreement, dated the date hereof, among Xxxx X. Xxxxxxx, as settlor or trustor, Xxxxxxx X. Xxxxxxx, as the prior trustee, and Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx III and Xxxxx X. X’Xxxxx, as trustees of the Company Trust (the “Trust Agreement”). Each Security will be exchangeable on or, in certain circumstances, prior to, the first Scheduled Trading Day (as defined in the Pricing Disclosure Package) after June 1, 2019 (the “Exchange Date”) (i) for the relevant exchange property (which will initially be 1.3040 American Depositary Shares (the “ADSs”), each ADS representing one ordinary share, par value US$0.000025 per share (the “Ordinary Shares”), of Alibaba Group Holding Limited, an exempted company with limited liability incorporated in the Cayman Islands (the “Issuer”)) or (ii), following the Shareholder’s (as defined below) election 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")forward purchase agreement, to be dated on or prior to the First Closing Date (the “Forward Purchase Agreement”), between the Trust and West Raptor Holdings, LLC (the “Shareholder”), a limited liability company organized under the laws of the State of Delaware and an indirect subsidiary of SoftBank Group Corp., a company incorporated under the laws of Japan (the “Shareholder Parent”), for cash, in each case as described in the Pricing Disclosure Package (as defined below). The Trust will enter into the Forward Purchase Agreement with the Shareholder pursuant to which the Shareholder will agree to sell, and the Trust will agree to purchase, the number of February 18ADSs deliverable by the Shareholder on, 2004or immediately prior to, the Exchange Date, subject to (i) the Shareholder’s election to cash settle its obligations under the Forward Purchase Agreement and (ii) acceleration (in whole or in part) of the Shareholder’s obligations under the Forward Purchase Agreement, including at the Shareholder’s election or as a result of certain events. The Shareholder’s obligations under the Forward Purchase Agreement will be secured by a pledge of Ordinary Shares pursuant to the terms of a collateral agreement, to be dated on or prior to the First Closing Date(as defined below), among the CompanyShareholder, the Guarantors and The U.S. Bank of New YorkNational Association, as trustee Collateral Agent (the "Trustee"“Collateral Agent”) and the Trust (the “Collateral Agreement”). 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 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. In connection with the sale of the Securities, the Company Trust has prepared a preliminary offering memorandum circular dated January 26as of May 31, 2004 2016 (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"Circular”), each setting forth or including a description of the terms of the offering, the Securities, the terms of the offering of the Securities, Trust’s Investment Objective and Policies 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"). 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 agreedTrust, among other things, . Annex A to file (i) a registration statement (the "Registration Statement") with Preliminary Circular and the Commission registering the Securities or the Exchange Notes Final Circular (as defined in the Registration Rights Agreementbelow) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale consists of the Securities Issuer’s annual report on Form 20-F for the fiscal year ended March 31, 2016 (including the documents incorporated by holders thereof orreference therein) (such Annex A, 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, 2004including any amendment or supplement thereto, 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"“Issuer Disclosure”), 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 Borrower has authorized the terms issuance of senior subordinated convertible notes due May 24, 2010 in the aggregate original principal amount of $10,000,000 (individually, a "CONVERTIBLE SUBORDINATED NOTE", collectively, and conditions herein containedtogether with any notes delivered in exchange or replacement therefor, the Company proposes "CONVERTIBLE SUBORDINATED NOTES"). The Convertible Subordinated Notes shall be in the form set forth as Exhibit 2.1 attached hereto and shall (a) be payable on May 24, 2010 and (b) bear interest compounded quarterly (based on a 360-day year of twelve 30-day months) on the unpaid principal amount thereof until due at the rate of 12% per annum, payable in cash quarterly in arrears on May 31, August 31, November 30 and February 28 in each year, commencing August 31, 2004, and at maturity or prior prepayment of the Convertible Subordinated Notes in full. The Convertible Subordinated Notes shall be convertible at any time, in the sole discretion of any Noteholder thereof, upon such Noteholder's delivery of notice to issue and sell Borrower of its intent to convert, into (i) senior subordinated notes due May 24, 2010 in the Initial Purchaser $200,000,000 aggregate principal amount of its 9.00% Senior $9,990,000 plus any interest owed in arrears on the Convertible Subordinated Notes due 2012 on the date of conversion, in the form set forth as Exhibit 2.1(i) attached hereto (referred to herein individually as a "SUBORDINATED NOTE" and collectively, together with any notes delivered in exchange or replacement thereof, as the "SUBORDINATED NOTES"), and (ii) common stock purchase warrants of Borrower for the purchase of an aggregate of 289,807 of the fully diluted common equity shares (subject to adjustment in the case of stock splits, stock dividends, combinations, recapitalizations and the like) of TMHC Holdings Common Stock (the "NotesWARRANT SHARES") exercisable at a price per share of $.01 (subject to adjustment), in the form set forth as Exhibit 2.1(ii) attached hereto (referred to herein individually as a "WARRANT" and collectively, together any warrants delivered in exchange or replacement therefore, as the "WARRANTS"). The obligations Subordinated Notes shall (a) be payable on May 24, 2010, and (b) bear interest compounded quarterly (based on a 360-day year of twelve 30-day months) on the unpaid principal amount thereof plus any interest owed in arrears on the Convertible Subordinated Notes as 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 Conversion Date (as defined in the Registration Rights Section 2.2 of this Agreement) under until due at the Securities Act rate of 12% per annum, payable in cash quarterly in arrears on May 31, August 31, November 30 and February 28 in each year, commencing the Conversion Date, and at maturity or (ii) a shelf registration statement pursuant to Rule 415 under prior payments of the Securities Act relating Subordinated Notes in full. Borrower has authorized the issuance to the resale Noteholders of the Securities by holders thereof orConvertible Subordinated Notes, if applicableand upon conversion thereof, relating to the resale of Private Exchange Subordinated Notes (as defined in and the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange Warrants, and, upon exercise 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 thingsWarrants, 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 mergerWarrant Shares.

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 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 (the "Offering") $200,000,000 aggregate principal amount of its 9.0010% 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"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture under an indenture (the "Indenture"), ) to be dated as of February 18November 27, 2004, among 2002 by and between the Company, the Guarantors Company and The Bank of New York, as trustee Trustee (the "Trustee"). In connection with the consummation of the Transactions (as defined below), as discussed in the Final Memorandum (as defined herein), BWAY Corporation, a Delaware corporation ("BWAY"), pursuant to an Assumption Agreement by and among BWAY, the Company and BWAY Manufacturing, Inc. (as defined below) (the "Assumption Agreement"), in the form attached to the Escrow Agreement (as defined below), and pursuant to a Supplemental Indenture, in the form attached to the Escrow Agreement, by and among the Trustee, BWAY, the Company and BWAY Manufacturing, Inc. (the "Supplemental Indenture"), will assume the obligations of the Company under the Notes, the Indenture, this Agreement, the Registration Rights Agreement and the Escrow Agreement (as each term is defined herein). Pursuant to the Supplemental Indenture, BWAY Manufacturing, Inc., a Delaware corporation ("BWAY Manufacturing" and together with the Company and BWAY, the "Issuers") will also unconditionally guarantee (the "Guarantee") the Notes on a senior subordinated basis in accordance with the applicable terms of the Indenture and, pursuant to the Assumption Agreement, BWAY Manufacturing, will guarantee BWAY's obligations under this Agreement, the Registration Rights Agreement and the Escrow Agreement. The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 26November 8, 2004 2002 (the "Preliminary Memorandum") and a final offering memorandum dated February 6November 21, 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 SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries of BWAY and any material developments relating to the Company and its subsidiaries or to BWAY 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 are being sold 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, connection with (i) to persons in the United States whom consummation of a merger (the Initial Purchaser reasonably believes to be qualified institutional buyers "Merger") of BCO Acquisition, 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 144ABCO Acquisition"), in transactions under Rule 144A a company which, as of the date hereof, is wholly-owned by affiliates of Xxxxx & Company, L.P. ("Xxxxx"), with and into BWAY, pursuant to an Agreement and Plan of Merger dated as of September 30, 2002 (as the same may be amended, the "Merger Agreement") and (ii) outside BWAY's tender offer for, and consent solicitation with respect to, up to $100,000,000 aggregate principal amount of its outstanding 10 1/4% Senior Subordinated Notes (the United States "10 1/4% Senior Subordinated Notes") due 2007 (the "Tender Offer"), pursuant to an offer to purchase by BWAY. The date of consummation of the Merger and execution of the Assumption Agreement and the Supplemental Indenture is referred to as the "Transactions Closing Date." On the Transactions Closing Date, BWAY expects to enter into an amended and restated credit agreement (the "Credit Agreement") with Deutsche Bank Trust Company Americas, as agent, and certain persons lenders thereto whereby BWAY will be provided with a $90 million revolving credit facility, subject to borrowing base and other limitations in reliance on Regulation S the Credit Agreement. The Offering, the Tender Offer, the Merger and the related borrowings under the Securities Act (Credit Agreement are collectively referred to as the "Regulation S"). Transactions." 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 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 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, 2004Section 3 below), the Company's parentCompany will deposit with The Bank of New York, Affinity Group Holding, Inc. ("XXXX") (i) commenced a cash tender offer as escrow agent (the "Tender OfferEscrow Agent") for any and all of its outstanding 11% Senior Notes due 2007 the proceeds (the "XXXX NotesEscrowed Funds") and (ii) concurrently therewith initiated a consent solicitation relating of the Offering, together with certain other funds made available to the adoption Company (the "Escrowed Funds"). Upon the satisfaction of certain proposed amendments conditions as set forth in an escrow agreement to the indenture, be dated as of April 2, 1997, under which the XXXX Notes were issued. The SecuritiesClosing Date among the Company, the Exchange Notes, Trustee and the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as Escrow Agent (the "Basic DocumentsEscrow Agreement". The Issuers propose to issue ), including the Securities simultaneously with the amendment assumption by BWAY of the Company's senior credit facility obligations under the Notes and the Indenture pursuant to the Supplemental Indenture (the "AmendmentBWAY Assumption"), allowing for, among other things, the issuance and sale portion of the Securities and permitting (i) Escrowed Funds equal to the distribution net proceeds of the proceeds thereof Offering, after giving effect 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 payment by the Company of a dividend all fees and expenses hereunder, including without limitation under Sections 3(b) and 6 hereof, will be released 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 BWAY and the Company shall remain as balance of the surviving entity of that mergerEscrowed Funds will be released to the Company.

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 9.00[]% 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 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 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 $200,000,000 121,500,000 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 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 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 Issuers propose to issue and sell to the Initial Purchaser 71,634 units (the "Units"), each Unit consisting of $200,000,000 1,000 aggregate principal amount at maturity of its 9.00the Issuers' 12% Senior Subordinated Secured Discount Notes due 2012 2005 (the "Notes") and one membership unit of the Company (each, a "Membership Unit"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture (the "Indenture"), to be dated as of February 18September 30, 20041997, among the Issuers and Wilmington Trust Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Units, Notes and the Guarantees Membership Units are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has Issuers have prepared a preliminary offering memorandum dated January 26September 17, 2004 (1997, the "Preliminary Memorandum") and a final offering memorandum dated February 6September 24, 2004 1997 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors Issuers understand that the Initial Purchaser proposes to make an offering of the Notes Securities only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A 144A, and to a limited number of institutional "accredited investors" ("Accredited Investors"), as defined in Rule 501(a)(1), (2), (3) and (ii7) under Regulation D of the Securities Act, in private sales exempt from registration under the Securities Act, and outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S")Act. The Initial Purchaser and its direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18, 2004 the Closing Date among the parties hereto (the "Registration Rights Agreement") pursuant to which the Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Commission registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities Notes by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance The Initial Purchaser and sale its direct and indirect transferees of the Securities, on January 20, 2004, Membership Units will be entitled to the benefits of a Membership Unitholders Agreement dated as of the Closing Date among the Company's parent, Affinity Group Holding, Inc. ACME Parent ("XXXX"as defined) (i) commenced a cash tender offer and the Initial Purchaser (the "Tender OfferMembership Unitholders Agreement") for any and all of its outstanding 11% Senior Notes due 2007 (the "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 NotesIndenture, the Private Exchange Notes, Pledge Agreement (as defined in the Indenture), the Registration Rights Agreement, the Membership Unitholders Agreement and this Agreement are herein collectively referred to as the "Basic Documents". ACME Television Holdings, LLC, a Delaware limited liability company ("ACME Parent"), has entered into an acquisition agreement dated July 29, 1997 (the "St. Louis Acquisition Agreement") pursuant which ACME Television, LLC, a Delaware limited liability company ("ACME Television"), has agreed to acquire (the "St. Louis Acquisition") Station KPLR, St. Louis, Missouri (the "St. Louis Station") and ACME Television has entered into a local marketing agreement with respect to the St. Louis Station (the "St. Louis LMA"). In addition, ACME Television or one of its subsidiaries has entered into (i) an agreement dated August 22, 1997 (the "Salt Lake City Acquisition Agreement") to construct and acquire (the "Salt Lake City Acquisition") a new television broadcast station in Salt Lake City, Utah (the "Salt Lake City Station") (each as described in the Final Memorandum), (ii) an agreement dated August 22, 1997 (the "Albuquerque Acquisition Agreement") to construct and acquire (the "Albuquerque Acquisition") a new television broadcast station in Albuquerque, New Mexico (the "Albuquerque Station") (each as described in the Final Memorandum) and (iii) an agreement dated May 28, 1997 (the "Knoxville Acquisition") to upgrade the studio and transmitting capabilities and acquire (the "Knoxville Acquisition") Station XXXX, Knoxville, Tennessee (the "Knoxville Station") (each as described in the Final Memorandum). The Issuers propose St. Louis Acquisition Agreement, the Salt Lake City Acquisition Agreement, the Albuquerque Acquisition Agreement and the Knoxville Acquisition Agreement are collectively referred to issue herein as the Securities "Acquisition Agreements." The St. Louis Acquisition, the Salt Lake City Acquisition, the Albuquerque Acquisition and the Knoxville Acquisition are collectively referred to herein as the "Acquisitions." The St. Louis Station, the Salt Lake City Station, the Albuquerque Station and the Knoxville Station are collectively referred to herein as the "Acquisition Stations." On the Closing Date, prior to or simultaneously with the amendment closing hereunder, (i) ACME Parent will make a capital contribution to the Company of $21.7 million, which the Company's senior credit facility Company will simultaneously contribute to the capital of ACME Television (the "AmendmentParent Equity Contribution"), allowing forand (ii) ACME Television and ACME Finance Corporation will issue $175,000,000 principal amount at maturity of their 10-7/8% Senior Discount Notes due 2004 (the "ACME Television Offering"). The offer, among other things, the issuance purchase and sale of the Securities and permitting (i) as contemplated by this Agreement, the distribution consummation of the proceeds thereof to 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 ACME Television Offering, the St. Louis LMA and the Acquisitions are collectively referred to herein as the "Transactions.") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with 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 $200,000,000 250,000,000 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 Purchasers $200,000,000 152,250,000 aggregate principal amount of its 9.0011 1/4% Senior Subordinated Notes due 2012 2009 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed on a senior subordinated basis (the "Guarantees"), ) and on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture (the "Indenture"), to be dated as of February 18June 16, 20041999, among the Company, the Guarantors and The IBJ Whitehall Bank of New York& Trust Company, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities Notes will be offered and sold to the Initial Purchaser Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January May 26, 2004 1999 (the "Preliminary Memorandum") and a final offering memorandum dated February 6June 14, 2004 1999 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the Securities, the terms of the offering of the SecuritiesNotes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors Issuers understand that the Initial Purchaser proposes Purchasers propose to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems Purchasers deem advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser Purchasers reasonably believes believe to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A 144A, and to a limited number of institutional "accredited investors" ("Accredited Investors"), as defined in Rule 501(a)(1), (2), (3) and (ii7) under Regulation D of the Securities Act, in private sales exempt from registration under the Securities Act, and outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S")Act. The Initial Purchaser Purchasers and its their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 18June 16, 2004 1999 among the parties hereto (the "Registration Rights Agreement") pursuant to which the Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Commission registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities Notes by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser Purchasers pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("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 NotesNotes (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously in connection with an overall plan to recapitalize and restructure certain of the amendment indebtedness of Consorcio G Grupo Xxxx, S.A. de C.V. ("Grupo Xxxx") and its subsidiaries, including the Issuers. The recapitalization and restructuring will include the following transactions (collectively, the "Transactions"): (a) a $175 million investment in MCII Holdings (USA) Inc. ("MCII Holdings") comprised of a $125 million common equity investment and a $50 million investment in the form of senior notes and warrants, by Xxxxxx Xxxxxxxxxx & Xxxx Fund III L.P., along with affiliates of CIBC (collectively, the "MCII Investors") pursuant to an investment agreement dated June 11, 1999, among the MCII Investors and Grupo Xxxx (the "Investment Agreement"); (b) certain asset transfers pursuant to the Investment Agreement, including, among others, (i) MCII Holdings' transfer of its Xxxx Autobuses, S.A. de C.V. ("Autobuses") subsidiary to the Company, (ii) Autobuses' transfer of certain immaterial subsidiaries to Grupo Xxxx, (iii) Autobuses' transfer to Grupo Xxxx of a group of transit buses that are leased to a company affiliated with Grupo Xxxx, together with related lease rights, (iv) Autobuses' cancellation of certain receivables due from Grupo Xxxx and its subsidiaries, and (v) the Company's transfer of its Universal Coach Parts Mexico, S.A. de C.V. subsidiary to Grupo Xxxx; (c) entry into a new senior credit facility among the Company, the Guarantors and certain other subsidiaries of the Company's senior credit facility , and a syndicate of lenders including the Canadian Imperial Bank of Commerce, as agent, providing for up to $333 million in term loans and $117 million in revolving loans (the "AmendmentNew Senior Credit Facility"), allowing for, among other things, ; (d) the issuance and sale repayment or redemption of the Securities and permitting (i) the distribution 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 Company's existing senior credit facilities, (ii) the distribution Company's approximately $100 million of outstanding 9.02% senior notes, (iii) the Company's approximately $40 million of outstanding senior subordinated increasing rate notes due 1999 and (iv) approximately $16.3 million outstanding under Autobuses' existing credit facility; (e) tenders and consent solicitations by Grupo Xxxx, dated May 14, 1999, (collectively, the Company of a dividend to "Tender Offers") for its $206.5 million aggregate principal stockholder in the amount of senior secured discount notes due 2002 and the $60.0 35 million outstanding senior secured guaranteed notes, due 2000, of Xxxx Trucks (USA), L.L.C.; and (f) a final distribution to Grupo Xxxx pursuant to a partial redemption distribution for MCII Holdings common stock, in an amount and manner consistent with the "Transactions") (Final Memorandum. The foregoing Transactions are to be effected pursuant to the Amendment Investment Agreement, the New Senior Credit Facility, the Tender Offers and each other agreement entered into in connection therewith or in connection with any of the foregoing Transactions are hereinafter referred to as (the "Transaction Documents"). Following the TransactionsGrupo Xxxx, the Company shall merge with XXXX MCII Holdings and the Company shall remain Motor Coach Industries International, Inc., are collectively referred to below as the surviving entity of that merger"Issuer Parents".