**EXHIBIT 4.10**

 

**SECOND AMENDMENT TO CREDITAGREEMENT**

 

This SECOND AMENDMENT TO CREDIT AGREEMENTdated as of June 30, 2004 (this “Amendment”), among AFFINITY GROUP, INC.(the “Borrower”), THE GUARANTORS PARTY HERETO (the “Guarantors”),THE LENDERS PARTY HERETO (the “Lenders”), CANADIAN IMPERIAL BANK OFCOMMERCE, as Syndication Agent (the “Syndication Agent”), CANADIANIMPERIAL BANK OF COMMERCE (“CIBC”), as Administrative Agent (the “AdministrativeAgent”), and GENERAL ELECTRIC CAPITAL CORPORATION , as Documentation Agent(the “Documentation Agent” and together with the Administrative Agentand the Syndication Agent, the “Agents”).

 

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

 

WHEREAS, the Credit Parties wish to amend theCredit Agreement to permit the Borrower and the other Credit Parties to permitadditional transactions with Affiliates;

 

NOW, THEREFORE, in consideration of theforegoing and the agreements contained herein, the parties hereby agree asfollows:

 

1.             **Reference to Credit Agreement. **Referenceis made to the Amended and Restated Credit Agreement dated as of June 24, 2003,as amended by the First Amendment to the Credit Agreement dated as of February18, 2004, among the Borrower, the Guarantors, the Lenders, the SyndicationAgent, the Administrative Agent and the Documentation Agent (as amended on orprior to the date hereof and as it may be further amended or amended andrestated from time to time, the “Credit Agreement”).  Capitalized terms used herein which aredefined in the Credit Agreement have the same meanings herein as therein,except to the extent that such meanings are amended hereby.

 

2.             **Amendment to Credit Agreement**.  The Credit Parties, the Lenders, and theAgents agree that Section 7.7 of the Credit Agreement is hereby amended,effective as of the date hereof, by deleting the reference to “$2,000,000” inclause (v) of the proviso at the end of said section and replacing it with“$10,000,000.”

 

3.             **No Default; Representations and Warranties, etc**.  The Credit Parties hereby confirm that: (a)the representations and warranties of the Credit Parties contained in Article 4of the Credit Agreement are true on and as of the date hereof as if made onsuch date; (b) the Credit Parties are in compliance in all material respectswith all of the terms and provisions set forth in the Credit Agreement on theirpart to be observed or performed thereunder; and (c) after giving effect tothis Amendment, no Event of Default, nor any event which with the giving ofnotice or expiration of any applicable

 

1

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graceperiod or both would constitute such an Event of Default, shall have occurredand be continuing.

 

4.             **Conditions to this Amendment**. This Amendment shall notbecome effective until the date on which each of the following conditions issatisfied or waived in writing by the Required Senior Lenders:

 

Counterparts of Amendment.  TheAdministrative Agent shall have received from the Credit Parties and theRequired Senior Lenders either (i) a counterpart of this Amendment signed onbehalf of the Lenders which are parties to the Credit Agreement and anamendment to the Note Purchase Agreement signed on behalf of the Noteholderswhich are parties to the Note Purchase Agreement or (ii) written evidencesatisfactory to the Administrative Agent (which may include telecopytransmission of a signed signature page of this Amendment) that such partieshave signed counterparts of such Agreements.

 

Other Documents.  The Administrative Agent shallhave received such other documents as any Agent or Special Counsel shall havereasonably requested.

 

Expenses.  The Administrative Agent shallhave received all fees and other amounts due and payable on or prior to thedate hereof, including, to the extent invoiced, all reasonable expenses,including legal fees and disbursements incurred by the Administrative Agent inconnection with this Amendment and the transactions contemplated hereby and thereimbursement or payment of all other out-of-pocket expenses required to bereimbursed or paid by the Borrower under the Credit Agreement.

 

5.             **Miscellaneous**.

 

Exceptto the extent specifically amended or waived hereby, the Credit Agreement, theLoan Documents and all related documents shall remain in full force andeffect.  Whenever the terms or sectionsamended hereby shall be referred to in the Credit Agreement, Loan Documents orsuch other documents (whether directly or by incorporation into other definedterms), such defined terms shall be deemed to refer to those terms or sectionsas amended by this Amendment.  Theforegoing waivers shall apply solely to the provisions of the Credit Agreement specifiedherein for the periods and purposes specified herein.  Nothing herein shall be deemed to constitutea modification, amendment or waiver of any other term or condition of theCredit Agreement.

 

ThisAmendment may be executed in any number of counterparts, each of which, whenexecuted and delivered, shall be an original, but all counterparts shalltogether constitute one instrument.

 

ThisAmendment shall be governed by the laws of the Commonwealth of Massachusettsand shall be binding upon and inure to the benefit of the parties hereto andtheir respective successors and assigns

 

2

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

 

 
|   | BORROWER                 |
|--------|--------------------------|
|   |                     |
|   | AFFINITY GROUP, INC.     |
|   |                     |
|   |                     |
|   | By:                      | /s/ Thomas F. Wolfe |   |
|   |                     | Name: | Thomas F. Wolfe |
|   |                     | Title: | Sr. Vice President |
|   |                     |
|   |                     |
|   | SUBSIDIARIES/GUARANTORS  |
|   |                     |
|   | AFFINITY ADVERTISING, LP |
|   |                     |
|   | By:                      | VBI, INC., its General Partner |
|   |                     |
|   |                     |
|   | By:                      | /s/ Thomas F. Wolfe |   |
|   |                     | Name: | Thomas F. Wolfe |
|   |                     | Title: | Sr. Vice President |
|        |                          |  |  |  |  |

 

3

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|   | AFFINITY BROKERAGE, INC.                          |
|--------|---------------------------------------------------|
|   | AFFINITY ROAD AND TRAVEL CLUB,  INC.              |
|   | CAMP COAST TO COAST, INC.                         |
|   | CAMPING REALTY, INC.                              |
|   | CAMPING WORLD, INC.                               |
|   | CAMPING WORLD INSURANCE  SERVICES OF NEVADA, INC. |
|   | COAST MARKETING GROUP, INC.                       |
|   | CWI, INC.                                         |
|   | CW MICHIGAN, INC.                                 |
|   | EHLERT PUBLISHING GROUP, INC.                     |
|   | GOLF CARD INTERNATIONAL CORP.                     |
|   | GOLF CARD RESORT SERVICES,  INC.                  |
|   | GSS ENTERPRISES, INC.                             |
|   | POWER SPORTS MEDIA, INC.                          |
|   | TL ENTERPRISES, INC.                              |
|   | VBI, INC.                                         |
|   |                                              |
|   |                                              |
|   | By:                                               | /s/ Thomas F. Wolfe |   |
|   |                                              | Name: | Thomas F. Wolfe |
|   |                                              | Title: | Sr. Vice President |
|        |                                                   |  |  |  |

 

4

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**AGREEMENT OF HOLDING COMPANYAND**

 

**RATIFICATION OF NONRECOURSEGUARANTY**

 

The undersigned hereby agrees to theprovisions of Section 2 and 3 and as guarantor hereby acknowledges and consentsto the foregoing Amendment as of the date hereof, and agrees that the Amendedand Restated Nonrecourse Guaranty and Pledge Agreement dated as of June 24,2003 remains in full force and effect, and the undersigned confirms andratifies all of its obligations thereunder.

 
|   | AGI HOLDING CORP. |
|--------|-------------------|
|   |              |
|   |              |
|   | By:               | /s/  | Paul Schedler |   |
|   |              | Name: | Paul Schedler |
|   |              | Title: | Vice President |

 

5

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|   | ADMINISTRATIVE AGENT and                                                            |
|--------|-------------------------------------------------------------------------------------|
|   | SYNDICATION AGENT                                                                   |
|   |                                                                                |
|   |                                                                                |
|   | CANADIAN IMPERIAL BANK OF  COMMERCE, as Administrative Agent and  Syndication Agent |
|   |                                                                                |
|   |                                                                                |
|   | By:                                                                                 | /s/ Jonathan Rabinowitz |   |
|   |                                                                                | Name: | Jonathan Rabinowitz |
|   |                                                                                | Title: | CIBC World Markets Corp. As  Agent |
|   |                                                                                |
|   | LENDER                                                                              |
|   |                                                                                |
|   |                                                                                |
|   | APEX (IDM) CDO I, LTD.                                                              |
|   | ELC (CAYMAN) LTD.                                                                   |
|   | ELC (CAYMAN) LTD. CDO SERIES  1999-I                                                |
|   | ELC (CAYMAN) LTD. 1999-II                                                           |
|   | ELC (CAYMAN) LTD. 1999-III                                                          |
|   | ELC (CAYMAN) LTD. 2000-I                                                            |
|   | TRYON CLO LTD. 2000-I                                                               |
|   | By: David L. Babson &  Company & Company  Inc. as Collateral Manager        |
|   |                                                                                |
|   | By:                                                                                 | /s/ Adrienne Musgnug |   |
|   |                                                                                | Name:  | Adrienne Musgnug |
|   |                                                                                | Title: | Managing Director |
|        |                                                                                     |  |  |  |  |

 

6

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|   | LENDER                                                                                                                             |
|--------|------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                               |
|   |                                                                                                                               |
|   | BABSON CLO LTD. 2003-i                                                                                                             |
|   | By: David L. Babson &  Company Inc. as  Collateral Manager                                                                     |
|   |                                                                                                                               |
|   | By:                                                                                                                                | /s/  Adrienne Musgnug |   |
|   |                                                                                                                               | Name: | Adrienne Musgnug |
|   |                                                                                                                               | Title: | Managing Director |
|   |                                                                                                                               |
|   |                                                                                                                               |
|   | LENDER                                                                                                                             |
|   |                                                                                                                               |
|   | By Callidus Debt Partners CLO  Fund II, Ltd.                                                                                       |
|   | By:                                                                                                                                | Its Collateral Manager,  Callidus Capital Management, LLC |
|   |                                                                                                                               |
|   | By:                                                                                                                                | /s/ Mavis Taintor |   |
|   |                                                                                                                               | Name: | Mavis Taintor |
|   |                                                                                                                               | Title: | Managing Director |
|   |                                                                                                                               |
|   |                                                                                                                               |
|   | Denali Capital LLC, managing  member of DC  Funding Partners, portfolio manager for  DENALI CAPITAL CLO I, LTD., or an affiliate   |
|   |                                                                                                                               |
|   | By:                                                                                                                                | /s/ Charles A. Stearns |   |
|   |                                                                                                                               | Name: | Charles A. Stearns |
|   |                                                                                                                               | Title: | Vice President |
|   |                                                                                                                               |
|   |                                                                                                                               |
|   | Denali Capital LLC, managing  member of DC  Funding Partners, portfolio manager for  DENALI CAPITAL CLO III, LTD., or an affiliate |
|   |                                                                                                                               |
|   | By:                                                                                                                                | /s/ Charles A. Stearns |   |
|   |                                                                                                                               | Name: | Charles A. Stearns |
|   |                                                                                                                               | Title: | Vice President |
|        |                                                                                                                                    |  |  |  |  |  |  |  |  |  |

 

7

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|   | LENDER                                           |
|--------|--------------------------------------------------|
|   |                                             |
|   | ELF Funding Trust III                            |
|   | By:                                              | New York Life Investment  Management  LLC, as Attorney-in-Fact |
|   |                                             |
|   | By:                                              | /s/ Robert H. Dial |   |
|   |                                             | Name: | Robert H. Dial |
|   |                                             | Title: | Director |
|   |                                             |
|   |                                             |
|   | New York Life Insurance and  Annuity Corporation |
|   |                                             |
|   | By:                                              | New York Life Investment  Management  LLC, its Investment Manager |
|   |                                             |
|   | By:                                              | /s/ Robert H. Dial |   |
|   |                                             | Name: | Robert H. Dial |
|   |                                             | Title: | Director |
|   |                                             |
|   |                                             |
|   | NYLIM Flatiron CLO 2003-1 Ltd.                   |
|   |                                             |
|   | By:                                              | New York Life Investment  Management  LLC, as Collateral Manager and Attorney-  in-Fact |
|   |                                             |
|   | By:                                              | /s/ Robert H. Dial |   |
|   |                                             | Name: | Robert H. Dial |
|   |                                             | Title: | Director |
|   |                                             |
|   |                                             |
|   | LENDER                                           |
|   |                                             |
|   | Franklin CLO I, Limited                          |
|   |                                             |
|   | By:                                              | /s/ Richard Hsu |   |
|   |                                             | Name: | Richard Hsu |
|   |                                             | Title: | Vice President |
|        |                                                  |  |  |  |  |  |  |  |  |

 

8

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|   | LENDER                                     |
|--------|--------------------------------------------|
|   |                                       |
|   | Franklin CLO III, Limited                  |
|   |                                       |
|   | By:                                        | /s/ Richard Hsu |   |
|   |                                       | Name: | Richard Hsu |
|   |                                       | Title: | Vice President |
|   |                                       |
|   |                                       |
|   | LENDER                                     |
|   |                                       |
|   | Franklin CLO IV, Limited                   |
|   |                                       |
|   | By:                                        | /s/ Richard Hsu |   |
|   |                                       | Name: | Richard Hsu |
|   |                                       | Title: | Vice President |
|   |                                       |
|   |                                       |
|   | LENDER                                     |
|   |                                       |
|   | FRANKLIN FLOATING RATE DAILY  ACCESS  FUND |
|   |                                       |
|   | By:                                        | /s/ Richard Hsu |   |
|   |                                       | Name: | Richard Hsu |
|   |                                       | Title: | Vice President |
|   |                                       |
|   |                                       |
|   | LENDER                                     |
|   |                                       |
|   | FRANKLIN FLOATING RATE MASTER  SERIES      |
|   |                                       |
|   | By:                                        | /s/ Richard Hsu |   |
|   |                                       | Name: | Richard Hsu |
|   |                                       | Title: | Vice President |
|        |                                            |  |  |  |  |  |  |

 

9

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|   | LENDER                                       |
|--------|----------------------------------------------|
|   |                                         |
|   | FRANKLIN FLOATING RATE TRUST                 |
|   |                                         |
|   | By:                                          | /s/ Richard Hsu |   |
|   |                                         | Name: | Richard Hsu |
|   |                                         | Title: | Vice President |
|   |                                         |
|   |                                         |
|   | LENDER                                       |
|   |                                         |
|   | GoldenTree High Yield Master  Fund, Ltd.     |
|   | By: GoldenTree Asset  Management, LP         |
|   |                                         |
|   | By:                                          | /s/ Frederick S. Haddad |   |
|   |                                         | Name: | Frederick S. Haddad |
|   |                                         | Title: | Portfolio Manager |
|   |                                         |
|   |                                         |
|   | LENDER                                       |
|   |                                         |
|   | GoldenTree High Yield  Opportunities I, LP.  |
|   | By: GoldenTree Asset  Management, LP         |
|   |                                         |
|   | By:                                          | /s/ Frederick S. Haddad |   |
|   |                                         | Name: | Frederick S. Haddad |
|   |                                         | Title: | Portfolio Manager |
|   |                                         |
|   |                                         |
|   | LENDER                                       |
|   |                                         |
|   | GoldenTree High Yield  Opportunities II, LP. |
|   | By: GoldenTree Asset  Management, LP         |
|   |                                         |
|   | By:                                          | /s/ Frederick S. Haddad |   |
|   |                                         | Name: | Frederick S. Haddad |
|   |                                         | Title: | Portfolio Manager |
|        |                                              |  |  |  |  |

 

10

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|   | LENDER                                     |
|--------|--------------------------------------------|
|   |                                       |
|   | GoldenTree Loan Opportunities  I, Limited  |
|   | By: GoldenTree Asset  Management, LP       |
|   |                                       |
|   | By:                                        | /s/ Frederick S. Haddad |   |
|   |                                       | Name: | Frederick S. Haddad |
|   |                                       | Title: | Portfolio Manager |
|   |                                       |
|   |                                       |
|   | LENDER                                     |
|   |                                       |
|   | GoldenTree Loan Opportunities  II, Limited |
|   | By: GoldenTree Asset  Management, LP       |
|   |                                       |
|   | By:                                        | /s/ Frederick S. Haddad |   |
|   |                                       | Name: | Frederick S. Haddad |
|   |                                       | Title: | Portfolio Manager |
|   |                                       |
|   |                                       |
|   | LENDER                                     |
|   |                                       |
|   | Hamilton CDO, LTD.                         |
|   | By:                                        | Stanfield Capital Partners LLC  As its Collateral Manager |
|   |                                       |
|   | By:                                        | /s/ Christopher E. Jansen |   |
|   |                                       | Name: | Christopher E. Jansen |
|   |                                       | Title: | Managing Partner |
|   |                                       |
|   |                                       |
|   | LENDER                                     |
|   |                                       |
|   | Landmark CDO Limited                       |
|   |                                       |
|   | By:                                        | /s/ Alex Baldwin |   |
|   |                                       | Name: | Alex Baldwin |
|   |                                       | Title: | Authorized Signatory |
|        |                                            |  |  |  |  |  |  |

 

11

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|   | LENDER                                                                                                                                           |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                             |
|   | Landmark II CDO Limited                                                                                                                          |
|   |                                                                                                                                             |
|   | By:                                                                                                                                              | /s/ Alex Baldwin |   |
|   |                                                                                                                                             | Name: | Alex Baldwin |
|   |                                                                                                                                             | Title: | Authorized Signatory |
|   |                                                                                                                                             |
|   |                                                                                                                                             |
|   | LENDER                                                                                                                                           |
|   |                                                                                                                                             |
|   | MAPLEWOOD (CAYMAN) LIMITED                                                                                                                       |
|   | By:  David L. Babson & Company Inc. under  delegated authority from Massachusetts  Mutual Life Insurance Company as Investment  Manager |
|   |                                                                                                                                             |
|   | By:                                                                                                                                              | /s/ Adrienne Musgnug |   |
|   |                                                                                                                                             | Name: | Adrienne Musgnug |
|   |                                                                                                                                             | Title: | Managing Director |
|   |                                                                                                                                             |
|   |                                                                                                                                             |
|   | LENDER                                                                                                                                           |
|   |                                                                                                                                             |
|   | MASSACHUSETTS MUTUAL LIFE  INSURANCE COMPANY                                                                                                     |
|   | By:  David L. Babson & Company Inc. as  Investment Adviser                                                                              |
|   |                                                                                                                                             |
|   | By:                                                                                                                                              | /s/ Adrienne Musgnug |   |
|   |                                                                                                                                             | Name: | Adrienne Musgnug |
|   |                                                                                                                                             | Title: | Managing Director |
|        |                                                                                                                                                  |  |  |  |  |  |

 

12

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|   | LENDER                                                                                                                                           |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                             |
|   | SIMSBURY CLO, LIMITED                                                                                                                            |
|   | By:  David L. Babson & Company Inc. under  delegated authority from Massachusetts  Mutual Life Insurance Company as Collateral  Manager |
|   |                                                                                                                                             |
|   |                                                                                                                                             |
|   | By:                                                                                                                                              | /s/ Adrienne Musgnug |   |
|   |                                                                                                                                             | Name: | Adrienne Musgnug |
|   |                                                                                                                                             | Title: | Managing Director |
|   |                                                                                                                                             |
|   |                                                                                                                                             |
|   | LENDER                                                                                                                                           |
|   |                                                                                                                                             |
|   | Stanfield Carrera CLO, Ltd.                                                                                                                      |
|   | By:                                                                                                                                              | Stanfield Capital Partners LLC  as its Asset  Manager |
|   |                                                                                                                                             |
|   |                                                                                                                                             |
|   | By:                                                                                                                                              | /s/ Christopher E. Jansen |   |
|   |                                                                                                                                             | Name: | Christopher E. Jansen |
|   |                                                                                                                                             | Title: | Managing Partner |
|   |                                                                                                                                             |
|   |                                                                                                                                             |
|   | LENDER                                                                                                                                           |
|   |                                                                                                                                             |
|   | SUFFIELD CLO, LIMITED                                                                                                                            |
|   | By:                                                                                                                                              | David L. Babson & Company  Inc. as  Collateral Manager |
|   |                                                                                                                                             |
|   |                                                                                                                                             |
|   | By:                                                                                                                                              | /s/ Adrienne Musgnug |   |
|   |                                                                                                                                             | Name: | Adrienne Musgnug |
|   |                                                                                                                                             | Title: | Managing Director |
|        |                                                                                                                                                  |  |  |  |  |

 

13

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|   | LENDER                                               |
|--------|------------------------------------------------------|
|   |                                                 |
|   | SunAmerica Senior Floating  Rage Fund Inc.           |
|   | By:                                                  | Stanfield Capital Partners LLC  as  subadvisor |
|   |                                                 |
|   |                                                 |
|   | By:                                                  | /s/ Christopher E. Jansen |   |
|   |                                                 | Name: | Christopher E. Jansen |
|   |                                                 | Title: | Managing Partner |
|   |                                                 |
|   |                                                 |
|   | LENDER                                               |
|   |                                                 |
|   | UNION BANK OF CALIFORNIA, N.A.                       |
|   |                                                 |
|   | By:                                                  | /s/ Richard J. Salmon |   |
|   |                                                 | Name: | Richard J. Salmon |
|   |                                                 | Title: | Vice President |
|   |                                                 |
|   | LENDER                                               |
|   |                                                 |
|   | Venture CDO 2002, Limited                            |
|   |                                                 |
|   | By its  investment advisor MJX Asset  Management LLC |
|   |                                                 |
|   | By:                                                  | /s/ Michael G. Regan |   |
|   |                                                 | Name: | Michael G. Regan |
|   |                                                 | Title: | Director |
|        |                                                      |  |  |  |  |  |  |

 

14

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|   | LENDER                                               |
|--------|------------------------------------------------------|
|   |                                                 |
|   | Venture II CDO, Limited                              |
|   |                                                 |
|   | By its  investment advisor MJX Asset  Management LLC |
|   |                                                 |
|   | By:                                                  | /s/ Michael G. Regan |   |
|   |                                                 | Name: | Michael G. Regan |
|   |                                                 | Title: | Director |
|   |                                                 |
|   | LENDER                                               |
|   |                                                 |
|   | Windsor Loan Funding, Limited                        |
|   | By:                                                  | Stanfield Capital Partners LLC  as its  Investment Manager |
|   |                                                 |
|   | By:                                                  | /s/ Christopher E. Jansen |   |
|   |                                                 | Name: | Christopher E. Jansen |
|   |                                                 | Title: | Managing Partner |
|        |                                                      |  |  |  |  |  |

 

15

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