** **

**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**

**Washington, D.C. 20549**

** **

**FORM 10-K Amended**

** **
| ** **                                              | **X**                                                                                                                                                       | ANNUAL REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE                                                                                                              |
|---------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                    |                                                                                                                                                        | SECURITIES EXCHANGE ACT OF  1934                                                                                                                                             |
|                                                    |
| **For the fiscal year ended December 31, 2008**    |
|                                                    |
|                                                    |                                                                                                                                                        | TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d)                                                                                                                      |
|                                                    |                                                                                                                                                        | OF  THE SECURITIES EXCHANGE ACT OF 1934                                                                                                                                      |
|                                                    |                                                                                                                                                        | For the transition  period from                        to |
|                                                    |                                                                                                                                                        | Commission File  Number     333-113982                                                                                                                   |
|                                                    |                                                                                                                                                        |                                                                                                                                                                         |
|                                                    |                                                                                                                                                        |                                                                                                                                                                         |
| **AFFINITY  GROUP, INC.**                               |
| (Exact name of  registrant as specified in its charter) |
|                                                    |
|                                                    | **Delaware**                                                                                                                                                | ** **                                                                                                                                                                   | **13-3377709** |
|                                                    | (State of incorporation  or organization)                                                                                                                   |                                                                                                                                                                         | (I.R.S. Employer  Identification No.) |
|                                                    |                                                                                                                                                        |                                                                                                                                                                         |   |
|                                                    | 2575 Vista Del Mar Drive  Ventura, CA 93001(Address of  principal executive offices)                                                                        |                                                                                                                                                                         | (805) 667-4100

(Registrant’s telephone

number including area  code.) |
|                                                    |                                                                                                                                                        |                                                                                                                                                                         |
|                                                    |                                                                                                                                                        |                                                                                                                                                                         |   |
|                                                    | SECURITIES REGISTERED PURSUANT TO SECTION 12  (b) OF THE ACT:  NONE

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

 

 
| Indicate by check mark if the registrant is a  well-known seasoned issuer, as defined in Rule 405 of the Securities  Act. |
|--------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                           | YES        | NO   X   |

 
| Indicate by check mark if the registrant is not  required to file reports pursuant to Section 13 or  Section 15(d) of the Act. |
|-----------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                          | YES        | NO   X   |

 
| Indicate by check mark whether the registrant  (1) has filed all reports required to be filed by Section 13 or 15  (d) of the Securities Exchange Act of 1934 during the preceding 12  months (or for such shorter period that the Registrant was required to file  such reports), and (2) has been subject to |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| such filing requirements for the past 90 days.                                                                                                                                                                                                                                                                                     | YES   X   | NO        |

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

 

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

 

| Accelerated  filer          |   | Large accelerated  filer          |   | Non-accelerated  filer     X   |   | Smaller reporting  company            |
|----------------------------------------------------------------|--------|----------------------------------------------------------------------|--------|--------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------|

 
| Indicate by check mark whether the registrant is a  shell company (as defined in Rule 12b-2 of the Exchange Act). |
|------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                   | YES        | NO   X   |

 

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

 
| ** **                     | ** ** | **Outstanding  as of**  |
|--------------------------------|------------|-------------------------|
| **Class**                      | ** ** | **July 15,  2009** |
| Common stock, $.001 par  value |       | 2,000                   |

**DOCUMENTSINCORPORATED BY REFERENCE:  None**

 

 

**CORRECTION OF CERTIFICATIONS**

 

The Affinity Group, Inc.2008 10-K is amended due to the inadvertent exclusion of verbiage on Exhibits31.1 and 31.2, Certifications of the Chief Executive Officer and ChiefFinancial Officer.  Refer to revisedexhibits below.

 

1

 

**AFFINITY GROUP, INC.**

**EXHIBIT INDEX TO ANNUALREPORT ON FORM 10-K**

**For Fiscal Year Ended December 31, 2008**

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

 

2

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

 

3

 
|                                                                                                                                                                                                                                                                                                                                                    |   | Regulation  S-K Exhibit  TableReference |   | SequentialPage No. |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------|--------|-------------------------|
| Agreement with Cross Country Motor Club, Inc. dated  September 7, 2004 (3)                                                                                                                                                                                                                                                                    |   | 10.19                                   |   |                    |
| Lease Agreement for distribution center in Franklin, Kentucky (5)                                                                                                                                                                                                                                                                                       |   | 10.20                                   |   |                    |
| Fourth Amendment to Credit Agreement dated March 24, 2005 (6)                                                                                                                                                                                                                                                                                      |   | 10.21                                   |   |                    |
| Fourth Amendment to Note Purchase Agreement dated March 24, 2005  (6)                                                                                                                                                                                                                                                                              |   | 10.22                                   |   |                    |
| Preferred Membership Unit Subscription Agreement dated March 24,  2005 between FreedomRoads Holding LLC and CWFR Capital Corp. (6)                                                                                                                                                                                                                 |   | 10.23                                   |   |                    |
| Fifth Amendment to Credit Agreement dated November 13, 2005  among Affinity Group, Inc, the guarantors party hereto, the lenders party  thereto, Canadian Imperial Bank of Commerce, as syndication agent, Canadian  Imperial Bank of Commerce as administrative agent, and General Electric  Capital Corporation as documentation agent. (7)      |   | 10.24                                   |   |                    |
| Second Amendment to Tax Sharing Agreement among Affinity Group  Holding, Inc., Affinity Group, Inc. and its subsidiaries (8)                                                                                                                                                                                                                  |   | 10.25                                   |   |                    |
| Sixth Amendment to Credit Agreement dated March 3, 2006 among  Affinity Group, Inc, the guarantors party hereto, the lenders party thereto,  Canadian Imperial Bank of Commerce, as syndication agent, Canadian Imperial  Bank of Commerce as administrative agent, and General Electric Capital  Corporation as documentation agent. (10)         |   | 10.26                                   |   |                    |
| Seventh Amendment to Credit Agreement dated June 8, 2006 among  Affinity Group, Inc., the guarantors party hereto, the lenders party  thereto, Canadian Imperial Bank of Commerce, as syndication agent, Canadian  Imperial Bank of Commerce as administrative agent, and General Electric  Capital Corporation as documentation agent. (11)  |   | 10.27                                   |   |                    |
| Agreement with Brickell Financial Services Motor Club, Inc.  dated September 28, 2007 (13)                                                                                                                                                                                                                                                    |   | 10.28                                   |   |                    |
| Form of Phantom Stock Agreement between certain executives and  Affinity Group, Inc. (14)                                                                                                                                                                                                                                                     |   | 10.29                                   |   |                    |
| Ninth Amendment to Credit Agreement dated September 8, 2008  among Affinity Group, Inc., the guarantors party hereto, the lenders  party hereto, Canadian Imperial Bank of Commerce as syndication agent,  Canadian Imperial Bank of Commerce as administrative agent, and General  Electric Capital Corporation ad documentation agent. (15) |   | 10.30                                   |   |                    |
| Tenth Amendment to Credit Agreement dated September 8, 2008  among Affinity Group, Inc., the guarantors party hereto, the lenders  party hereto, Canadian Imperial Bank of Commerce as syndication agent,  Canadian Imperial Bank of Commerce as administrative agent, and General  Electric Capital Corporation as documentation agent.      |   | 10.31                                   |   |                    |

 

4

 
|                                                                                                                                                                                                                               |   | Regulation  S-K Exhibit  TableReference |   | SequentialPage No. |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------|--------|-------------------------|
| Second Lien Note Purchase Agreement dated June 5, 2009 among  Affinity Group, Inc., the guarantors party hereto, the note purchasers  party hereto, and New York Life Investment Management LLC as Administrative  Agent |   | 10.32                                   |   |                    |
| Option Agreement dated June 5, 2009 between Affinity Group, Inc.  and The Stephen Adams Living Trust                                                                                                                     |   | 10.33                                   |   |                    |
| Subsidiaries of the Registrant                                                                                                                                                                                                     |   | 21                                      |   |                    |
| Powers of Attorney                                                                                                                                                                                                                 |   | 24.1                                    |   |                    |
| Certification of President and Chief Executive Officer                                                                                                                                                                             |   | 31.1                                    |   | 7                       |
| Certification of Senior Vice President and Chief Financial Officer                                                                                                                                                                 |   | 31.2                                    |   | 9                       |
| Appointment of Directors (9)                                                                                                                                                                                                       |   | 31.3                                    |   |                    |
| Appointment of Principal Officers (12)                                                                                                                                                                                             |   | 31.4                                    |   |                    |
| Statement Pursuant to 18 U.S.C. Section 1350                                                                                                                                                                                  |   | 32.1                                    |   |                    |
| Statement Pursuant to 18 U.S.C. Section 1350                                                                                                                                                                                  |   | 32.2                                    |   |                    |
| Affinity Group Code of Professional Conduct (2)                                                                                                                                                                                    |   | 99.1                                    |   |                    |

 
|   |
|--------|

(1)                Filed with the Company’sRegistration Statement No. 333-113982 and incorporated by referenceherein.

 

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

 

(3)                Filed with the Company’sReport on Form 8-K dated September 9, 2004 and incorporated byreference herein.

 

(4)                Filed with the Company’sReport on Form 8-K dated November 16, 2004 and incorporated byreference herein.

 

(5)                Filed with the Company’sReport on Form 8-K dated December 31, 2004 and incorporated byreference herein.

 

(6)                Filed with the Company’sReport on Form 8-K dated March 25, 2005 and incorporated by referenceherein.

 

(7)                Filed with the Company’sReport on Form 8-K dated November 13, 2005 and incorporated byreference herein.

 

(8)                Filed with the Company’sReport on Form 10-K dated December 31, 2005 and incorporated byreference herein.

 

(9)                Filed with the Company’sReport on Form 8-K dated February 21, 2006 and incorporated byreference herein.

 

5

 

(10)          Filed with the Company’sReport on Form 8-K dated March 9, 2006 and incorporated by referenceherein.

 

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

 

(12)          Filed with the Company’s Reporton Form 8-K dated September 13, 2006 and incorporated by referenceherein.

 

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

 

(14)          Filed with the Company’s Reporton Form 10-K dated December 31, 2007 and incorporated by referenceherein.

 

(15)          Filed with the Company’s Reporton Form 8-K dated September 8, 2008 and incorporated by referenceherein.

 

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

 

6