PREFERRED MEMBERSHIP INTEREST UNIT SUBSCRIPTION AGREEMENT

Exhibit 10.23

PREFERRED MEMBERSHIP INTEREST
UNIT SUBSCRIPTION AGREEMENT

         THIS PREFERRED MEMBERSHIP INTEREST UNIT SUBSCRIPTION AGREEMENT (this " Agreement ") is made as of March 24, 2005, by and between FreedomRoads Holding Company, LLC, a Minnesota limited liability company (the " Company ") and CWFR Capital Corp., a Delaware corporation (the " Preferred Member ").

         WHEREAS , the Preferred Member is a subsidiary of CWI, Inc., a Kentucky corporation (" Camping World "), the owner and operator of Camping World retail supercenters throughout the United States which supercenters provide, inter alia, parts, accessories and related goods and service to recreational vehicle users;

         WHEREAS , FreedomRoads, LLC, a Minnesota limited liability company and a wholly-owned subsidiary of the Company (" FreedomRoads "), owns and operates a nationwide network of recreational vehicle dealerships and proposes, inter alia, to expand such network with a view to being the largest network of recreational vehicle dealerships in the United States;

         WHEREAS , Camping World seeks to locate its retail supercenters next to recreational vehicle dealerships with a view to enhancing Camping World's retail traffic through a dealer alliance program;

         WHEREAS , the Company seeks funds to, inter alia , expand its network of nationwide recreational vehicle dealerships;

         WHEREAS , the Preferred Member has determined that making an investment in the Company is in the best interests of the Preferred Member and the Preferred Member desires to make an investment in the Company on the terms set forth in this Agreement;

         WHEREAS , the Articles of Organization of the Company provide that the Board of Governors of the Company may establish or designate one or more classes or series of units of membership interest in the Company and may fix the relative rights and preferences of each such class or series;

         WHEREAS , the Board of Governors of the Company has established a class of units of membership interest in the Company having the rights and preferences set forth on Exhibit A attached hereto (the " Preferred Membership Interest ") and has authorized the issuance of the Preferred Units described in such Exhibit A; and

         WHERAS , the Company wishes to issue all of the Preferred Units to the Preferred Member, and the Preferred Member wishes to subscribe for and acquire all of the Preferred Units, all on the terms and conditions set forth in this Agreement.

         NOW, THEREFORE , in order to implement the foregoing and in consideration of the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:

1.

Definitions .

•         1.1     Acquired Preferred Units.     The term "Acquired Preferred Units" means 88,200 Preferred Units, constituting all of the Preferred Units.

          1.2     Amended Membership Interest Schedule.     The term "Amended Membership Interest Schedule" is defined in Section 2.3 (a) of this Agreement.

          1.3     Agreement.     The term "Agreement" has the meaning set forth in the opening paragraph of this Agreement.

          1.4     Camping World.     The term "Camping World" has the meaning set forth in the recitals to this Agreement.

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          1.5     Closing.     The term "Closing" means the consummation of the issuance and acquisition of the Preferred Membership Interest against payment of the Subscription Price by the Preferred Member.

          1.6     Closing Date.     The term "Closing Date" means the date on which the Closing occurs.

          1.7     Company.     The term "Company" has the meaning set forth in the opening paragraph of this Agreement.

          1.8     FreedomRoads.     The term "FreedomRoads" has the meaning set forth in the recitals to this Agreement.

          1.9     GAAP.     The term "GAAP" means generally accepted accounting principles consistently applied as in effect in the United States from time to time.

          1.10     Material Adverse Effect.     The term "Material Adverse Effect" has the meaning set forth in Section 3.1(a) of this Agreement.

          1.11     Member Control Agreement.     The term "Member Control Agreement" means the Member Control Agreement of the Company by and among the Company and the members of the Company other than the Preferred Member.

          1.12     Person.     The term "Person" means any individual, corporation, partnership, limited liability company, trust, joint stock company, business trust, unincorporated association, joint venture, governmental authority or other entity of any nature whatsoever.

          1.13     Preferred Member.     The term "Preferred Member" has the meaning set forth in the opening paragraph of this Agreement.

          1.14     Preferred Unit.     The term "Preferred Unit" is defined in Exhibit A attached hereto.

          1.15     Preferred Membership Interest.     The term "Preferred Membership Interest" has the meaning set forth in the recitals to this Agreement.

          1.16     Securities Act.     The term "Securities Act" means the Securities Act of 1933, as amended, and all rules and regulations promulgated thereunder, as the same may be amended from time to time.

          1.17     Subscription Price.     The term "Subscription Price" is defined in Section 2.2 of this Agreement.

2.

Subscription for and Issuance of Preferred Units.

•         2.1     Issuance of the Preferred Units.     At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Company shall issue to the Preferred Member, and the Preferred Member shall acquire from the Company, the Acquired Preferred Units against payment at the Closing of the Subscription Price by wire transfer of immediately available funds to one or more accounts specified by the Company.

          2.2     Subscription Price.     The aggregate price to be paid by the Preferred Member for the Acquired Preferred Units (the " Subscription Price ") is $81,005,000.00.

          2.3     Closing Events.     At the Closing, the parties hereto shall consummate the following Closing transactions:

  •         (a)   The Company shall amend Schedule A to the Member Control Agreement to reflect the issuance of the Preferred Units to the Preferred Member (Schedule A to the Member Control Agreement, as so amended, is referred to herein as the " Amended Membership Interest

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• • Schedule "). The Preferred Units are not certificated and the amendment of Schedule A to the Member Control Agreement shall constitute issuance of the Preferred Units; and

            (b)   The Preferred Member shall pay the Subscription Price to the Company as set forth in Section 2.1 of this Agreement.

            (c)   Each of the parties hereto shall execute such other and further documents and certificates as the other may reasonably request to vest the Preferred Membership Interest in the Preferred Member and to otherwise effect the intent hereof.

3.

Representations and Warranties .

•         3.1     Representations and Warranties of the Company.     The Company represents and warrants to and agrees with the Preferred Member that:

  •         (a)   The Company and each of its subsidiaries has been duly formed and is validly existing in good standing as a corporation, partnership or limited liability company, as the case may be, under the laws of its jurisdiction of organization or formation with the requisite corporate or other power and authority to own its properties and conduct its business as now conducted and is duly qualified to do business as a foreign corporation in good standing in all jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the general affairs, management, business, condition (financial or other), properties, prospects or results of operations of the Company and its subsidiaries, taken as a whole (any such event, a " Material Adverse Effect "); as of the Closing Date, the Company will have the authorized, issued and outstanding membership interests as set forth in the Amended Membership Interest Schedule; all of the Acquired Preferred Units have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights and are owned free and clear of all liens, encumbrances, equities and restrictions (other than those imposed by the Securities Act and the state securities or "Blue Sky" laws); no options, warrants or other rights to purchase from the Company or any subsidiary, agreements or other obligations of the Company or any subsidiary to issue or other rights to convert any obligation into, or exchange any securities for, membership interests or other ownership interests in the Company or any subsidiary are outstanding and no holder of membership interests or other ownership interests in the Company or any subsidiary is entitled to have such membership interest registered under the Securities Act; and the Acquired Preferred Units constitute all of the Preferred Units issued or authorized for issuance.

            (b)   The Company has the requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized by the Company and constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms. The issuance of the Acquired Preferred Units has been duly and validly authorized by the Company and, when paid for by the Preferred Member in accordance with the terms hereof, the Acquired Preferred Units will have been duly issued and delivered and will constitute valid and legally binding obligations of the Company, entitled to the benefits of the Amended Membership Interest Schedule and enforceable against the Company in accordance with its terms.

            (c)   No consent, approval, authorization, license, qualification, exemption or order of any court or governmental agency or body or third party is required for the performance of this Agreement or for the consummation by the Company of any of the transactions contemplated hereby.

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            (d)   Neither the Company nor any of its subsidiaries is (i) in violation of its articles of organization, member control agreement, operating agreement, limited liability company agreement (or similar organizational document), (ii) in breach or violation of any statute, judgment, decree, order, rule or regulation applicable to it or any of its properties or assets, which breach or violation would, individually or in the aggregate, have a Material Adverse Effect, or (iii) in default in (and no event has occurred that with notice or passage of time, or both, would constitute a default), has received any notice or claim of any such default or has knowledge of any breach of or in the performance or observance of any obligation, agreement, covenant or condition contained in this Agreement or any other contract, indenture, mortgage, deed of trust, loan agreement, note, lease, license, franchise agreement, permit, certificate or agreement or instrument to which it is a party or to which it is subject, which default or breach would, individually or in the aggregate, have a Material Adverse Effect.

            (e)   The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby and the fulfillment of the terms hereof will not (i) violate, conflict with or constitute or result in a breach of or a default under (or an event that, with notice or lapse of time, or both, would constitute a breach of or a default under) any of (A) the terms or provisions of any contract, indenture, mortgage, deed of trust, loan agreement, note, lease, license, franchise agreement, permit, certificate or agreement or instrument to which the Company or any of its subsidiaries is a party or to which any of their respective properties or assets are subject, (B) the articles of organization, member control agreement, operating agreement, limited liability company agreement (or similar organizational document) of the Company or any of its subsidiaries, or (C) any statute, judgment, decree, order, rule or regulation of any court or governmental agency or other body applicable to the Company or its subsidiaries or any of their respective properties or assets or (ii) result in the imposition of any lien upon or with respect to any of the properties or assets now owned or hereafter acquired by the Company or any of its subsidiaries, which violation, conflict, breach, default or lien would, individually or in the aggregate, have a Material Adverse Effect.

            (f)    The financial statements of the Company and its subsidiaries provided to the Preferred Member present fairly the consolidated financial position, results of operations and cash flows of such entities at the dates and for the periods to which they relate and have been prepared in accordance with GAAP.

            (g)   There is not pending or, to the best knowledge of the Company, threatened any action, suit, proceeding, inquiry or investigation, governmental or otherwise, to which any of the Company or any of its subsidiaries is a party, or to which their respective properties or assets are subject, before or brought by any court, arbitrator or governmental agency or body, that, if determined adversely to the Company or any such subsidiary would, individually or in the aggregate, have a Material Adverse Effect or that seeks to restrain, enjoin, prevent the consummation of or otherwise challenge the transactions contemplated hereby or the issuance of Preferred Units.

            (h)   The Company and its subsidiaries own or possess adequate licenses or other rights to use all patents, trademarks, service marks, trade names, copyrights and know-how that are necessary to conduct their respective businesses. None of the Company or any of its subsidiaries has received any notice of infringement of or conflict with (or knows of any such infringement of or conflict with) asserted rights of others with respect to any patents, trademarks, service marks, trade names, copyrights or know-how that, if such assertion of infringement or conflict were sustained, would, individually or in the aggregate, have a Material Adverse Effect.

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            (i)    The Company and each of its subsidiaries possesses all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals presently required or necessary to own or lease, as the case may be, and to operate its respective properties and to carry on its respective businesses as now or proposed to be conducted, except where the failure to obtain such permits would not, individually or in the aggregate, have a Material Adverse Effect; the Company and each of its subsidiaries has fulfilled and performed all of its obligations with respect to such permits and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the holder of any such permit; and neither the Company nor any of its subsidiaries has received any notice of any proceeding relating to revocation or modification of any such permit, except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

            (j)    The Company and each of its subsidiaries has filed all necessary federal, state and foreign income and franchise tax returns, except where the failure to so file such returns would not, individually or in the aggregate, have a Material Adverse Effect, and have paid all taxes shown as due thereon; and other than tax deficiencies that the Company or any subsidiary is contesting in good faith and for which adequate reserves have been provided in accordance with generally accepted accounting principles, there is no tax deficiency that has been asserted against the Company or any subsidiary that would, individually or in the aggregate, have a Material Adverse Effect.

            (k)   Neither the Company nor any of its subsidiaries or any of such entities' governors, directors, officers, employees, agents or controlling persons has taken, directly or indirectly, any action designed, or that might reasonably be expected, to cause or result, under the Securities Act.

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