**UNITED STATES**

**SECURITIESAND EXCHANGE COMMISSION**

**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**    OR |
|                                                                           |   |                                                            |
|                                                                           |   | TRANSITION REPORT PURSUANT  TO SECTION 13 OR 15(d)         |
|                                                                           |   | OF THE SECURITIES EXCHANGE ACT OF 1934                          |

 

For the transitionperiod from             to             

 

Commission FileNumber     333-124109

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

 

**AFFINITYGROUP HOLDING, INC.**

(Exact name ofregistrant as specified in its charter)

 
| **Delaware**                              | ** ** | **20-2428068**                        |
|-------------------------------------------|------------|---------------------------------------|
| (State of  incorporation or organization) |       | (I.R.S. Employer  Identification No.) |
|                                      |       |                                  |
| 2575 Vista Del  Mar Drive                 |       | (805) 667-4100                        |
| Ventura, CA  93001                        |       | (Registrant’s  telephone         |
| (Address of principal  executive offices) |       | 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:      |
| 10-7/8%  Senior Notes Due 2012                                               |

 

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act.

YES                   NO   X  

 

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act.

YES                   NO   X  

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15 (d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the Registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.                                                                                                                   YES     X            NO        

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to thisForm 10-K.                                                                                                                                                                                     

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer.  See definition of“accelerated filer and large accelerated filer” in Rule 12b-2 of theExchange Act).  (Check one):

 

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

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).

YES                    NO   X  

 

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

 

| **Class**                     | ** ** | **Outstanding  as ofJuly 15, 2009** |
|-------------------------------|------------|------------------------------------------|
| Common stock,  $.01 par value | ** ** | 100                                      |

 

**DOCUMENTSINCORPORATED BY REFERENCE:  None**

 

 

**CORRECTIONOF CERTIFICATIONS AND EXHIBIT INDEX**

 

TheAffinity Group Holding, Inc. 2008 10-K is amended due to the inadvertentexclusion of verbiage on Exhibits 31.1 and 31.2, Certifications of the ChiefExecutive Officer and Chief Financial Officer and the inadvertent inclusion of Exhibit 12.1,Statement of Computation of Ratio of Earnings to Fixed Charges, in the Exhibit Index.  Refer to revised exhibits below.

 

1

 

**AFFINITY GROUP HOLDING, INC.**

**EXHIBIT INDEX TO ANNUAL REPORT ONFORM 10-K**

 

 

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

 
|                                                                                                                                                                                                              |   | Regulation  S-K Exhibit  TableReference |   | SequentialPage No. |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------|--------|-------------------------|
|                                                                                                                                                                                                              |   |                                    |   |                    |
| Certificate of Incorporation of Affinity Group  Holding, Inc. (1)                                                                                                                                            |   | 3.1                                     |   |                    |
|                                                                                                                                                                                                              |   |                                    |   |                    |
| Bylaws of Affinity Group Holding, Inc. (1)                                                                                                                                                                   |   | 3.2                                     |   |                    |
|                                                                                                                                                                                                              |   |                                    |   |                    |
| 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)  |   | 4.1                                     |   |                    |
|                                                                                                                                                                                                              |   |                                    |   |                    |
| 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)                            |   | 4.2                                     |   |                    |
|                                                                                                                                                                                                              |   |                                    |   |                    |
| Purchase Agreement dated as of February 6,  2004 among CIBC World Markets Corp., Affinity Group, Inc. and the  Guarantors named therein (1)                                                             |   | 4.3                                     |   |                    |
|                                                                                                                                                                                                              |   |                                    |   |                    |
| Form of 9% Senior Subordinate Note (1)                                                                                                                                                                       |   | 4.4                                     |   |                    |
|                                                                                                                                                                                                              |   |                                    |   |                    |
| Indenture (including form of 107/8% Senior  Notes due 2012) dated as of March 24, 2005 among Affinity Group  Holding, Inc. and The Bank of New York, as Trustee (1)                                     |   | 4.5                                     |   |                    |
|                                                                                                                                                                                                              |   |                                    |   |                    |
| First Supplemental Indenture (including amended  form of 107/8%  Senior Notes due 2012) effective as of March 24, 2005, between Affinity  Group Holding, Inc. and The Bank of New York, as Trustee. (1) |   | 4.6                                     |   |                    |
|                                                                                                                                                                                                              |   |                                    |   |                    |
| Purchase Agreement dated as of March 24, 2005  among CIBC World Markets Corp. and Affinity Group Holding, Inc. (1)                                                                                      |   | 4.7                                     |   |                    |
|                                                                                                                                                                                                              |   |                                    |   |                    |
| Registration Rights Agreement dated March 24,  2005 between Affinity Group Holding, Inc. and CIBC World Markets Corp.,  as Initial Purchaser (1)                                                        |   | 4.8                                     |   |                    |
|                                                                                                                                                                                                              |   |                                    |   |                    |
| Form of Old Note (1)                                                                                                                                                                                         |   | 4.9                                     |   |                    |
|                                                                                                                                                                                                              |   |                                    |   |                    |
| Form of New Note (1)                                                                                                                                                                                         |   | 4.10                                    |   |                    |
|                                                                                                                                                                                                              |   |                                    |   |                    |
| Opinion of Kaplan, Strangis and Kaplan, P.A. (1)                                                                                                                                                                  |   | 5.1                                     |   |                    |
|                                                                                                                                                                                                              |   |                                    |   |                    |
| Tax Sharing Agreement among Affinity Group  Holding, Inc., Affinity Group, Inc. and its subsidiaries (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                                    |   |                    |

 

2

 
|                                                                                                                                                                                                                                                                                                                                                                                                          |   | Regulation  S-K Exhibit  TableReference |   | SequentialPage No. |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------|--------|-------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                          |   |                                    |   |                    |
| 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 upon completion of the offering and  amendment thereto (1)                                                                                                                                                                                                                                                               |   | 10.8                                    |   |                    |
|                                                                                                                                                                                                                                                                                                                                                                                                          |   |                                    |   |                    |
| Capital 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                                   |   |                    |
|                                                                                                                                                                                                                                                                                                                                                                                                          |   |                                    |   |                    |
| 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                                   |   |                    |

 

3

 
|                                                                                                                                                                                                                                                                                                                                                                                                          |   | Regulation  S-K Exhibit  TableReference |   | SequentialPage No. |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------|--------|-------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                          |   |                                    |   |                    |
| 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                                   |   |                    |
|                                                                                                                                                                                                                                                                                                                                                                                                          |   |                                    |   |                    |
| 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 as of  March 24, 2005 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 (6)                                                               |   | 10.21                                   |   |                    |
|                                                                                                                                                                                                                                                                                                                                                                                                          |   |                                    |   |                    |
| Fourth Amendment to Note Purchase Agreement dated  as of March 24, 2005 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 (6)                                                     |   | 10.22                                   |   |                    |
|                                                                                                                                                                                                                                                                                                                                                                                                          |   |                                    |   |                    |
| Preferred Membership Interest Unit Subscription  Agreement, dated March 24, 2005 between FreedomRoads Holding Company,  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                                   |   |                    |

 

4

 
|                                                                                                                                                                                                                                                                                                                                                    |   | Regulation  S-K Exhibit  TableReference |   | SequentialPage No. |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------|--------|-------------------------|
|                                                                                                                                                                                                                                                                                                                                                    |   |                                    |   |                    |
| 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                                   |   |                    |
|                                                                                                                                                                                                                                                                                                                                                    |   |                                    |   |                    |
| 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                                    |   |                    |
|                                                                                                                                                                                                                                                                                                                                                    |   |                                    |   |                    |
| Statement of Eligibility of Trustee, The Bank of  New York, on Form T-1 (1)                                                                                                                                                                                                                                                                        |   | 25.1                                    |   |                    |
|                                                                                                                                                                                                                                                                                                                                                    |   |                                    |   |                    |
| 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                                    |   |                    |

 

5

 
|                                             |   | Regulation  S-K Exhibit  TableReference |   | SequentialPage No. |
|--------------------------------------------------|--------|-----------------------------------------|--------|-------------------------|
|                                             |   |                                    |   |                    |
| Affinity  Group Code of Professional Conduct (1) |   | 99.1                                    |   |                    |
|                                             |   |                                    |   |                    |
| Form of  Letter of Transmittal (1)          |   | 99.2                                    |   |                    |
|                                             |   |                                    |   |                    |
| Form of  Notice of Guarantee Delivery (1)   |   | 99.3                                    |   |                    |

 

----

(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, 2006 and incorporated byreference herein.

 

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

 

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

 

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

 

(12)          Filed with the Company’sReport on Form 8-K dated September 13, 2006 and incorporated byreference herein.

 

(13)          Filed with the Company’sReport on Form 10-Q dated September 30, 2007 and incorporated byreference herein.

 

(14)          Filed with the Company’sReport on Form 10-K dated December 31, 2007 and incorporated byreference herein.

 

(15)          Filed with the Company’sReport on Form 8-K dated September 8, 2008 and incorporated byreference herein.

 

A copy of any of these exhibits will be furnished at a reasonable costto any person upon receipt from such person of a written request for suchexhibit.  Such request should be sent toAffinity Group Holding, Inc., 2575 Vista Del Mar Drive, Ventura, CA  93001, Attention:  Chief Financial Officer.

 

6