**Exhibit 10.41**

 

**AFFINITY GROUP HOLDING, INC.**

**BOARD OF DIRECTORS**

**AUDIT COMMITTEE CHARTER**

Adopted August 3, 2004

Revised June 15, 2010

 

**I.             INTRODUCTION ANDPURPOSE**

 

Theprimary function of the Audit Committee is to assist the Board of Directors ofAffinity Group Holding, Inc. (the “Company”) in fulfilling its fiduciaryresponsibilities by overseeing the Company’s financial reporting and publicdisclosure activities.  The Board ofDirectors may serve as the Audit Committee of the Company and may designate oneor more of its members to act as its representative.  The Audit Committee’s primary purposes areto:

 

·      AssistBoard oversight of (1) the integrity of the Company’s financialstatements, (2) the Company’s compliance with legal and regulatoryrequirements, (3) the independent auditor’s qualifications andindependence, and (4) the performance of the Company’s independentauditor.

 

·      Serve asan independent and objective party to monitor the Company’s financial reportingprocess and internal control system.

 

·      Provide an open avenue ofcommunication among the independent auditor, financial and senior management,the internal auditors and the Board of Directors.

 

TheAudit Committee, in its capacity as a committee of the Board of Directors,shall be directly responsible for the appointment, compensation, and oversightof the work of any independent auditor employed by the Company (includingresolution of disagreements between management and the auditor regardingfinancial reporting) for the purpose of preparing or issuing an audit report orrelated work or performing other audit, review or attest services for theCompany, and each such independent auditor shall report directly to the AuditCommittee.

 

TheAudit Committee will primarily fulfill these responsibilities by carrying outthe activities specified in Section IV of this Charter.

 

Although the Audit Committee has theresponsibilities and powers set forth in this Charter, the role of the AuditCommittee is oversight.  The members ofthe Audit Committee are not employees of the Company and may or may not beauditors or accountants by profession and it is not the duty or responsibilityof the Audit Committee to plan or conduct audits or to determine that theCompany’s financial statements are in accordance with generally acceptedaccounting principles.  These are theresponsibilities of Company management and the independent auditor.

 

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**II.            COMPOSITION**

 

TheAudit Committee shall be comprised of one or more Directors as determined fromtime to time by the Board and shall be elected by the Board.  Audit Committee members shall serve untiltheir successors shall be duly elected and qualified.  Unless a Chair is elected by the full Board,the members of the Audit Committee may designate a chair by majority vote ofthe full Audit Committee membership.  Ifan Audit Committee member desires to serve on the Audit Committees of more thanthree companies with publicly traded debt or equity securities, then in eachsuch case, the Board must determine that such simultaneous service would notimpair the ability of such member to effectively serve on the Company’s AuditCommittee.

 

TheAudit Committee may, in its discretion, form and delegate authority to asubcommittee of the Audit Committee or to the Chair.  If the Board of Directors is serving as theAudit Committee, the Board of Directors may, in its descretion, delegate any ofits authority as the Audit Committee to one or more Directors.

 

Eachmember of the Audit Committee shall be financially literate, as suchqualification is interpreted by the Company’s Board of Directors in itsbusiness judgment, or must become financially literate within a reasonableperiod of time after his or her appointment to the Audit Committee.  The Board of Directors shall determinewhether one or more members of the Audit Committee is an “Audit CommitteeFinancial Expert” as such term is defined by the Securities and ExchangeCommission (“SEC”).

 

**III.          MEETINGS ANDCOMMITTEE OPERATIONS**

 

The Audit Committee shall meet in person ortelephonically at least four times annually, with additional meetings as oftenas necessary, at times and places determined by the Chair, with further actionsto be taken by unanimous written consent, when deemed necessary or desirable bythe Audit Committee or its Chair.  To theextent practicable, each of the Audit Committee members shall attend tworegularly scheduled meetings (the pre-audit and post-audit meetings)  in person. The Audit Committee shall periodically make time available during itsregularly scheduled meetings to meet with management and the independentauditors in separate sessions to discuss any matters that the Audit Committeeor any of these groups believe should be discussed privately.

 

Amajority of the Audit Committee members currently holding office constitutes aquorum for the transaction of business. The Audit Committee shall take action by the affirmative vote of amajority of the Audit Committee members present at a duly held meeting or byunanimous written action.

 

**IV.          COMMITTEE DUTIES ANDRESPONSIBILITIES**

 

TheAudit Committee shall undertake the following responsibilities and duties:

 

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**A.****                                   ****Documents/FinancialStatements/Reports**

 

·                  Review and reassess the adequacy of thisCharter from time to time.

 

·                  Review and discuss with management and theindependent auditor the Company’s quarterly financial statements, including theCompany’s disclosures under “Management’s Discussion and Analysis of FinancialCondition and Results of Operations” and the independent auditor’s review ofthe quarterly financial statements together with the accompanying quarterlyreport on Form 10-Q prior to submission to shareholders, any governmentalbody, any stock exchange or the public.

 

·                  Review and discuss with management and theindependent auditor the Company’s annual financial statements, including theCompany’s disclosures under “Management’s Discussion and Analysis of FinancialCondition and Results of Operations” and the annual audit together with theaccompanying annual report on Form 10-K prior to submission toshareholders, any governmental body, any stock exchange or the public.

 

·                  Review the significant recommendations madeto management by the independent auditor and management’s responses.

 

·                  Recommend to the Board of Directors, ifappropriate, that the Company’s annual audited financial statements be includedin the Company’s annual report on Form 10-K for filing with the SEC.

 

·                  Discuss with the independent auditor thematters required to be discussed by Statement on Auditing Standards No. 61,as amended (AICPA, *Professional Standards*,Vol. 1. AU section 380), as adopted by the Public Company Accounting OversightBoard in Rule 3200T, relating to the conduct of the audit.

 

**B.****                                   ****IndependentAuditors**

 

·                  Be responsible for (i) theappointment of an independent auditor for the Company, (ii) review andapproval of the compensation of such independent auditor and (iii) oversightof the work of such independent auditor (including resolution of disagreements betweenmanagement and the independent auditor regarding financial reporting).

 

·                  Have the sole authority toreview in advance, and grant any appropriate pre-approvals of, (i) allauditing services to be provided by the independent auditor and (ii) allsignificant non-audit services to be provided by the independent auditor aspermitted by Section 10A of the Securities and Exchange Act of 1934, andin connection therewith to approve all fees and terms of engagement.  The Audit Committee shall also review andapprove disclosures required to be included in periodic reports filed under Section 13(a) ofthe Securities and Exchange Act of 1934 with respect to non-audit services.

 

·                  At least annually, obtain and review a reportby the independent auditor describing: the firm’s internal quality-controlprocedures; any material issues raised by the most recent internalquality-control review, or peer review, of the firm, or by any inquiry or 

 

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investigation by governmental or professional authorities, within thepreceding five years, respecting one or more independent audits carried out bythe firm, and any steps taken to deal with any such issues.

 

·                  On an annual basis, the Audit Committee shallreceive from the independent auditor a written statement delineating allsignificant relationships (and related fees) the Company’s independent auditorhas with the Company to consider in the evaluation of the independent auditor’sindependence.  The Audit Committee isresponsible for actively engaging in a dialogue with the independent auditorwith respect to any disclosed relationships or services that may impact theobjectivity and independence of the independent auditor and for takingappropriate action in response to the independent auditor’s report to satisfyitself of the independent auditor’s independence.

 

·                  Confirm that neither the lead audit partnernor the audit partner responsible for reviewing the audit for the Company’sindependent auditor performs audit services for the Company for more than  five consecutive years.

 

·                  Review all reports required to be submittedby the independent auditor to the Audit Committee under Section 10A of theSecurities and Exchange Act of 1934.

 

·                  Review any communications between theindependent auditor’s audit team and the independent auditor’s national officerespecting auditing or accounting issues presented by the engagement.

 

·                  Periodically consult with the Company’sindependent auditor (outside of the presence of management) about theindependent auditor’s judgments about the appropriateness, quality, andacceptability of the Company’s accounting principles as applied to itsfinancial reporting, and the Company’s internal controls and the completenessand accuracy of the Company’s financial statements.

 

**C.****                                   ****FinancialReporting Processes**

 

·                  In consultationwith the Company’s independent auditor, monitor the integrity of the Company’sfinancial reporting processes, both internal and external.

 

·                  Review anddiscuss the scope of the annual audit plan for the independent auditors.

 

·                  Review majorissues regarding, and approve if appropriate, significant changes to theCompany’s accounting principles and practices, financial reporting process andpresentations, and system of internal controls, as suggested by the Company’sindependent auditor or management.

 

·                  Review with theCompany’s independent auditor and management the extent to which significantchanges or improvements in financial or accounting practices, as approved bythe Audit Committee, have been implemented.

 

·                  Review withmanagement, the independent auditor and the Company’s legal counsel, asappropriate, any legal, regulatory or compliance matters, including off balance

 

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sheetstructures, that could have a significant impact on the Company’s financialstatements, including significant changes in accounting initiatives, standardsor rules as promulgated by the Financial Statements Accounting StandardsBoard, the SEC or other regulatory authorities with relevant jurisdiction.

 

**D.****                                   ****ProcessAnalysis and Review**

 

·                  Review the systems of reporting to the AuditCommittee by management and the independent auditor regarding any significantfinancial reporting issues and judgments made in connection with thepreparation of the financial statements, including the effect of alternativeGAAP methods, and the view of each as to the appropriateness of such judgments.

 

·                  Following completion of the annual audit,review with the independent auditor any audit problems or difficulties orsignificant disagreement with management encountered during the course of theaudit, including any restrictions on the scope of work or access to requestedinformation, and management’s response.

 

·                  Review with the independent auditor anyaccounting adjustments that were noted or proposed by the auditor but were “passed”(as immaterial or otherwise).

 

·                  Discuss with management, thetype and presentation of information to be included in earnings press releases(paying particular attention to any use of “pro forma,” or “adjusted” non-GAAP,information), as well as review any financial information and earnings guidanceprovided to analysts and rating agencies prior to public release.

 

**E.****                                   ****Other**

 

·                  Ensure appropriate procedures are establishedand maintained for (i) the receipt, retention, and treatment of complaintsreceived by the Company regarding accounting, internal accounting controls, orauditing matters; and (ii) the confidential, anonymous submission byemployees of the Company of concerns regarding questionable accounting orauditing matters to the Audit Committee.

 

·                  Review and discuss with management (i) theCompany’s major financial risk exposures and the steps management has taken tomonitor and control such exposures (including management’s guidelines andpolicies with respect to financial risk assessment and financial riskmanagement); and (ii) the program that management has established tomonitor compliance with its code of business conduct and ethics for directors,officers and employees.

 

·                  Report regularly to the Board of Directors onthe activities of the Audit Committee and make such recommendations withrespect to the above matters as the Audit Committee may deem necessary orappropriate.  This report shall include areview of any issues that arise with respect to the quality or integrity of theCompany’s financial statements, the Company’s compliance with legal orregulatory requirements or the performance and independence of the Company’sindependent auditor.

 

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**V.****           ****HIRINGGUIDELINES FOR INDEPENDENT AUDITOR EMPLOYEES**

 

TheAudit Committee has adopted the following practices regarding the hiring by theCompany of any partner, director, manager, advising member of the department ofprofessional practice, reviewing actuary, reviewing tax professional and anyother persons having similar responsibility for providing audit assurance(including all work that results in the expression of an opinion on financialstatements and audits of statutory accounts) to the Company’s independentauditor on any aspect of its certification of the Company’s financialstatements:

 

·      No member, with the positionlisted above, of an audit team that is auditing the Company or any of itsbusinesses can be hired by the Company for a period of two years followingassociation with that audit.

 

·      No former employee of theindependent auditor may sign a Company SEC filing for 5 years followingemployment with the independent auditor.

 

·      No former employee of theindependent auditor may be named an officer of the Company or any of itssubsidiaries for 3 years following employment by the independent auditor.

 

·      The Audit Committee mustapprove in advance all hires by the Company from an independent auditor.

 

**VI.****                              ****PROCESSFOR HANDLING QUESTIONS, CONCERNS AND COMPLAINTS ABOUT ACCOUNTING OR AUDITINGMATTERS**

 

TheAudit Committee has established the following procedures for:  (i) the receipt, retention, andtreatment of questions, concerns or complaints received by the Companyregarding accounting, internal accounting controls, or auditing matters; and (ii) theconfidential, anonymous submission by Company employees of questions, concernsor complaints regarding questionable accounting or auditing matters:

 

·                  Questions,concerns or complaints regarding accounting, internal accounting controls, orauditing matters should be directed to the Company’s Chief Financial Officer atthe mail or email address published on the Company’s website.

 

·                  Copies of all such questions, concerns orcomplaints will be sent to members of the Audit Committee.

 

·                  All questions,concerns and complaints will be tracked by the Audit Committee, but handled bythe Company’s finance staff and legal counsel in the normal manner, except asthe Audit Committee may request.

 

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·                  The status ofall questions, concerns or complaints will be reported on a quarterly basis tothe Audit Committee, and, if the Audit Committee so directs, to the full Boardof Directors of the Company.

 

·                  The AuditCommittee may request special treatment, including the retention of outsidelegal counsel or other advisors, for any question, concern or complaint.

 

**VII. COMMITTEE REPORTS**

 

1.     Present an annualperformance evaluation of the Audit Committee, which shall assess theperformance of the Audit Committee in fulfilling the requirements of thischarter, recommend any amendments to this charter, and set forth the goals andobjectives of the Audit Committee for the ensuing twelve months.

 

2.    Transmit to the Boardnotices of Audit Committee meetings, agendas, and meeting minutes.

 

**VIII.       RESOURCES ANDAUTHORITY OF THE COMMITTEE**

 

The Audit Committee shall have such resources and authority as it deemsnecessary to discharge its duties and responsibilities, including the soleauthority to retain, discharge, and approve fees and other terms for retentionof the independent auditors, independent legal counsel, and other independentexperts or advisors.  The Company shallprovide appropriate funding, as determined by the Audit Committee, in itscapacity as a committee of the Board of Directors of the Company, for thepayment of compensation of the independent auditors, independent legal counsel,and other independent experts or advisors so retained by the Audit Committeeand ordinary administrative expenses that are necessary and appropriate tocarry out its duties. The Audit Committee may direct any officer or employee ofthe Company or request any employee of the Company’s independent auditor oroutside legal counsel to attend an Audit Committee meeting or meet with anyAudit Committee members.

 

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