Exhibit 4.10

SECOND AMENDMENT TO CREDIT AGREEMENT

This SECOND AMENDMENT TO CREDIT AGREEMENT dated as of March 1, 2001 (this "Amendment"), among AFFINITY
GROUP, INC. (the "Borrower"), THE GUARANTORS PARTY HERETO (the "Guarantors"), THE LENDERS PARTY
HERETO (the "Lenders"), FLEET NATIONAL BANK, as Administrative Agent (the "Administrative Agent"), THE
PROVIDENT BANK, as Syndication Agent (the "Syndication Agent") and BANK ONE KENTUCKY, NA, as Documentation Agent (the
"Documentation Agent" and together with the Administrative Agent and the Syndication Agent, the
"Agents").

WHEREAS,
the Credit Agreement (as defined below) provides that the Lenders may make Revolving Credit and Term Loans to the Borrower, and that the Issuing Lender may issue Letters of
Credit; and

WHEREAS,
the Credit Parties, the Lenders (including the Issuing Lender), and the Agents wish to amend the Credit Agreement to revise certain covenants and other provisions;

NOW,
THEREFORE, in consideration of the foregoing and the agreements contained herein, the parties hereby agree as follows:

Reference
is made to the Amended and Restated Credit Agreement dated as of November 13, 1998, as amended by the First Amendment to Credit Agreement dated as of
October 29, 1999, among the Borrower, the Guarantors, the Lenders, the Administrative Agent, the Syndication Agent and the Documentation Agent (as the same may be further amended and restated
from time to time, the
"Credit Agreement"). Capitalized terms used herein which are defined in the Credit Agreement have the same meanings herein as therein, except to the
extent that such meanings are amended hereby.

The
Credit Parties, the Lenders, the Administrative Agent and the Documentary Agent agree that the Credit Agreement is hereby amended, effective as of the date hereof, as follows:



|                                                           |  | Revolving Credit Loans, Swing Loans, Term A Loans |   | Term B Loans |  
|---------------------------------------------------------- |  | ------------------------------------------------- | - | ------------ | -
|
|Greater than or equal to 4.75 to 1                         |  | 2.125                                             | % | 3.375        | %
|Less than 4.75 to 1 but greater than or equal to 4.25 to 1 |  | 1.375                                             | % | 2.625        | %
|Less than 4.25 to 1 but greater than or equal to 3.50 to 1 |  | 1.125                                             | % | 2.375        | %
|Less than 3.50 to 1                                        |  | 0.875                                             | % | 2.125        | %



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Period

RatioOctober 1, 2000 through December 31, 2000

1.05 to 1January 1, 2001 through December 31, 2001

1.00 to 1January 1, 2002 and at all times thereafter

1.05 to 1




Period

RatioOctober 1, 2000 through September 30, 2001

5.75 to 1October 1, 2001 through December 31, 2001

5.50 to 1January 1, 2002 and at all times thereafter

4.50 to 1




Period

RatioOctober 1, 2000 through June 30, 2001

3.25 to 1July 1, 2001 and at all times thereafter

3.00 to 1




Period

Consolidated Operating
Cash FlowOctober 1, 2000 through September 30, 2001

$
47 millionOctober 1, 2001 through December 31, 2001

$
48 millionJanuary 1, 2002 and at all times thereafter

$
63 million




3.No Default; Representations and Warranties, etc.

(a) The
Credit Parties hereby confirm that: (a) the representations and warranties of the Credit Parties contained in Article 4 of the Credit Agreement
are true on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to an earlier date); (b) the Credit Parties are in
compliance in all material respects with all of the terms and
provisions set forth in the Credit Agreement on their part to be observed or performed thereunder; and (c) after giving effect to this Amendment, no Event of Default, nor any event which with
the giving

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of notice or expiration of any applicable grace period or both would constitute such an Event of Default, shall have occurred and be continuing.

4.Conditions to this Amendment.

Concurrently
herewith (and as conditions to the Lenders' consent to this Amendment), the Credit Parties will furnish the Administrative Agent with the following:



5.Miscellaneous.

(a) Except
to the extent specifically amended hereby, the Credit Agreement, the Loan Documents and all related documents shall remain in full force and effect. Whenever
the terms or sections amended hereby shall be referred to in the Credit Agreement, Loan Documents or such other documents
(whether directly or by incorporation into other defined terms), such defined terms shall be deemed to refer to those terms or sections as amended by this Amendment.

(b) This
Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but all counterparts shall together
constitute one instrument.

(c) This
Amendment shall be governed by the laws of the Commonwealth of Massachusetts and shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.

(d) The
Credit Parties agree to pay all reasonable expenses, including legal fees and disbursements incurred by the Administrative Agent in connection with this
Amendment and the transactions contemplated hereby and in connection with a review of the Collateral by Special Counsel.

IN
WITNESS WHEREOF, the parties hereto have executed this Amendment which shall be deemed to be a sealed instrument as of the date first above written.

|                             |  | BORROWER            
|---------------------------- |  | --------------------
|                             |  | AFFINITY GROUP, INC.
|                             |  | By:                 
|Title: Senior Vice President |  |                     

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| |  | SUBSIDIARIES/GUARANTORS               
| |  | --------------------------------------
| |  | A - B DEVELOPMENT CO.                 
| |  | By:                                   
| |  | By:                                   
| |  | AFFINITY BROKERAGE, INC.              
| |  | By:                                   
| |  | AFFINITY ROAD AND TRAVEL CLUB, INC.   
| |  | By:                                   
| |  | AGI PROPERTIES OF COLORADO, INC.      
| |  | By:                                   
| |  | AGI REAL ESTATE HOLDINGS, INC.        
| |  | By:                                   
| |  | AFFINITY ROAD AND TRAVEL HOLDING CORP.
| |  | By:                                   
| |  | CAMP COAST TO COAST, INC.             
| |  | By:                                   

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| |  | CAMPING REALTY, INC.         
| |  | -----------------------------
| |  | By:                          
| |  | CAMPING WORLD, INC.          
| |  | By:                          
| |  | CWI, INC.                    
| |  | By:                          
| |  | CW MICHIGAN, INC.            
| |  | By:                          
| |  | CW TEXAS, LP                 
| |  | By:                          
| |  | By:                          
| |  | EHLERT PUBLISHING GROUP, INC.
| |  | By:                          
| |  | EXPOSITIONS GROUP, INC.      
| |  | By:                          

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| |  | GOLF CARD HOLDING CORPORATION   
| |  | --------------------------------
| |  | By:                             
| |  | GOLF CARD INTERNATIONAL CORP.   
| |  | By:                             
| |  | GOLF CARD RESORT SERVICES, INC. 
| |  | By:                             
| |  | GSS ENTERPRISES, INC.           
| |  | By:                             
| |  | TL ENTERPRISES, INC.            
| |  | By:                             
| |  | VBI, INC.                       
| |  | By:                             
| |  | WOODALL PUBLICATIONS CORPORATION
| |  | By:                             

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SIGNATURE PAGES OF AGENTS AND LENDERS

| |  | ADMINISTRATIVE AGENT                        
| |  | --------------------------------------------
| |  | FLEET NATIONAL BANK, as Administrative Agent
| |  | By:                                         
| |  | LENDER                                      
| |  | FLEET NATIONAL BANK                         
| |  | By:                                         
| |  | SYNDICATION AGENT                           
| |  | THE PROVIDENT BANK, as Syndication Agent    
| |  | By:                                         
| |  | LENDER                                      
| |  | THE PROVIDENT BANK                          
| |  | By:                                         
| |  | DOCUMENTATION AGENT                         
| |  | BANK ONE, KENTUCKY, NA                      
| |  | By:                                         

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| |  | LENDER                                   
| |  | -----------------------------------------
| |  | BANK ONE, KENTUCKY, NA                   
| |  | By:                                      
| |  | LENDER                                   
| |  | CIBC INC.                                
| |  | By:                                      
| |  | LENDER                                   
| |  | FIRSTAR BANK N.A.                        
| |  | By:                                      
| |  | LENDER                                   
| |  | GOLDENTREE HIGH YIELD PARTNERS LP        
| |  | By:                                      
| |  | By:                                      
| |  | GOLDENTREE HIGH YIELD OPPORTUNITIES I, LP
| |  | By:                                      
| |  | By:                                      

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| |  | LENDER                        
| |  | ------------------------------
| |  | CITIZENS BANK OF MASSACHUSETTS
| |  | By:                           
| |  | LENDER                        
| |  | ARCHIMEDES FUNDING II LTD.    
| |  | By:                           
| |  | By:                           
| |  | LENDER                        
| |  | KZH ING-1 LLC                 
| |  | By:                           
| |  | KZH ING-2 LLC                 
| |  | By:                           
| |  | KZH ING-3 LLC                 
| |  | By:                           

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| |  | LENDER                       
| |  | -----------------------------
| |  | BLACK DIAMOND CLO 1998-I LTD.
| |  | By:                          
| |  | BLACK DIAMOND CLO 2000-I LTD.
| |  | By:                          
| |  | FIRST SOURCE FINANCIAL LLP   
| |  | By:                          
| |  | By:                          

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