**EXHIBIT 4.11**

 

**SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT**

 

This SECOND AMENDMENT TO NOTE PURCHASEAGREEMENT dated as of June 30, 2004 (this “Amendment”), among AFFINITYGROUP, 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 Note Purchase Agreement (asdefined below) provides that the Lenders may make Term Loans to the Borrower;and

 

WHEREAS, the Credit Parties wish to amend theNote Purchase Agreement to permit the Borrower and the other Credit Parties topermit additional transactions with Affiliates;

 

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

 

1.             **Reference to Note Purchase Agreement. **Reference is made to the Amended and Restated Note PurchaseAgreement dated as of June 24, 2003, as amended by the First Amendment to theNote Purchase Agreement dated as of February 18, 2004, among the Borrower, theGuarantors, the Lenders, the Syndication Agent, the Administrative Agent andthe Documentation Agent (as amended on or prior to the date hereof and as itmay be further amended or amended and restated from time to time, the “NotePurchase Agreement”).  Capitalizedterms used herein which are defined in the Note Purchase Agreement have thesame meanings herein as therein, except to the extent that such meanings areamended hereby.

 

2.             **Amendment to Note Purchase Agreement**.  The Credit Parties, the Lenders, and theAgents agree that Section 7.7 of the Note Purchase 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 Note Purchase Agreement are true on and as of the date hereof as if madeon such date; (b) the Credit Parties are in compliance in all material respectswith all of the terms and provisions set forth in the Note Purchase Agreementon their part to be observed or performed thereunder; and (c) after givingeffect to this Amendment, no Event of Default, nor any event which with thegiving of notice or expiration of any applicable grace period or both wouldconstitute such an Event of Default, shall have occurred and be continuing.

 

1

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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 Note Purchase Agreement and anamendment to the Credit Agreement signed on behalf of the Lenders which areparties to the Credit Agreement or (ii) written evidence satisfactory to theAdministrative Agent (which may include telecopy transmission of a signedsignature page of this Amendment) that such parties have signed counterparts ofsuch 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 Note Purchase Agreement.

 

5.             **Miscellaneous**.

 

Exceptto the extent specifically amended or waived hereby, the Note PurchaseAgreement, the Loan Documents and all related documents shall remain in fullforce and effect.  Whenever the terms orsections amended hereby shall be referred to in the Note Purchase Agreement,Loan Documents or such other documents (whether directly or by incorporationinto other defined terms), such defined terms shall be deemed to refer to thoseterms or sections as amended by this Amendment. The foregoing waivers shall apply solely to the provisions of the NotePurchase Agreement specified herein for the periods and purposes specifiedherein.  Nothing herein shall be deemedto constitute a modification, amendment or waiver of any other term orcondition of the Note Purchase 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.

 

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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 |

 

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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 |
|        |                                                      |  |  |  |  |  |

 

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