SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

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EXHIBIT 10.16

SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

This SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT dated 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 OF COMMERCE, as Syndication Agent (the "Syndication Agent"), CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as Administrative Agent (the "Administrative Agent"), and GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent (the "Documentation Agent" and together with the Administrative Agent and the Syndication Agent, the "Agents").

WHEREAS, the Note Purchase Agreement (as defined below) provides that the Lenders may make Term Loans to the Borrower; and

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

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

1. Reference to Note Purchase Agreement. Reference is made to the Amended and Restated Note Purchase Agreement dated as of June 24, 2003, as amended by the First Amendment to the Note Purchase Agreement dated as of February 18, 2004, among the Borrower, the Guarantors, the Lenders, the Syndication Agent, the Administrative Agent and the Documentation Agent (as amended on or prior to the date hereof and as it may be further amended or amended and restated from time to time, the "Note Purchase Agreement"). Capitalized terms used herein which are defined in the Note Purchase Agreement have the same meanings herein as therein, except to the extent that such meanings are amended hereby.

2. Amendment to Note Purchase Agreement. The Credit Parties, the Lenders, and the Agents 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" in clause (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 4 of the Note Purchase Agreement are true on and as of the date hereof as if made on such date; (b) the Credit Parties are in compliance in all material respects with all of the terms and provisions set forth in the Note Purchase 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 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. This Amendment shall not become effective until the date on which each of the following conditions is satisfied or waived in writing by the Required Senior Lenders:

Counterparts of Amendment. The Administrative Agent shall have received from the Credit Parties and the Required Senior Lenders either (i) a counterpart of this Amendment signed on behalf of the Lenders which are parties to the Note Purchase Agreement and an amendment to the Credit Agreement signed on behalf of the Lenders which are parties to the Credit Agreement or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such parties have signed counterparts of such Agreements.

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

Expenses. The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the date hereof, including, to the extent invoiced, all reasonable expenses, including legal fees and disbursements incurred by the Administrative Agent in connection with this Amendment and the transactions contemplated hereby and the reimbursement or payment of all other out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Note Purchase Agreement.

5. Miscellaneous.

Except to the extent specifically amended or waived hereby, the Note Purchase 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 Note Purchase 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. The foregoing waivers shall apply solely to the provisions of the Note Purchase Agreement specified herein for the periods and purposes specified herein. Nothing herein shall be deemed to constitute a modification, amendment or waiver of any other term or condition of the Note Purchase Agreement.

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.

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.

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:	/s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Sr. Vice President
		SUBSIDIARIES/GUARANTORS
		AFFINITY ADVERTISING, LP
		By:	VBI, INC., its General Partner
		By:	/s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Sr. Vice President
		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. XXXXXX 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/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Sr. Vice President

AGREEMENT OF HOLDING COMPANY AND

RATIFICATION OF NONRECOURSE GUARANTY

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

		AGI HOLDING CORP.
		By:	/s/ XXXX XXXXXXXX Name: Xxxx Xxxxxxxx Title: Vice President
		ADMINISTRATIVE AGENT and SYNDICATION AGENT
		CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent and Syndication Agent
		By:	/s/ XXXXXXXX XXXXXXXXXX Name: Xxxxxxxx Xxxxxxxxxx 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 XXXXX CLO LTD. 2000-I By: Xxxxx X. Xxxxxx & Company & Company Inc. as Collateral Manager
		By:	/s/ XXXXXXXX XXXXXXX Name: Xxxxxxxx Xxxxxxx Title: Managing Director

		LENDER
		BABSON CLO LTD. 2003-i By: Xxxxx X. Xxxxxx & Company Inc. as Collateral Manager
		By:	/s/ XXXXXXXX XXXXXXX Name: Xxxxxxxx Xxxxxxx Title: Managing Director
		LENDER
		By Callidus Debt Partners CLO Fund II, Ltd. By: Its Collateral Manager, Callidus Capital Management, LLC
		By:	/s/ XXXXX XXXXXXX Name: Xxxxx Xxxxxxx 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/ XXXXXXX X. XXXXXXX Name: Xxxxxxx X. Xxxxxxx 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/ XXXXXXX X. XXXXXXX Name: Xxxxxxx X. Xxxxxxx Title: Vice President

		LENDER
		ELF Funding Trust III
		By:	New York Life Investment Management LLC, as Attorney-in-Fact
		By:	/s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Director
		New York Life Insurance and Annuity Corporation
		By:	New York Life Investment Management LLC, its Investment Manager
		By:	/s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Director
		NYLIM Flatiron CLO 2003-1 Ltd.
		By:	New York Life Investment Management LLC, as Collateral Manager and Attorney- in-Fact
		By:	/s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Director
		LENDER
		Franklin CLO I, Limited
		By:	/s/ XXXXXXX XXX Name: Xxxxxxx Xxx Title: Vice President

		LENDER
		Franklin CLO III, Limited
		By:	/s/ XXXXXXX XXX Name: Xxxxxxx Xxx Title: Vice President
		LENDER
		Franklin CLO IV, Limited
		By:	/s/ XXXXXXX XXX Name: Xxxxxxx Xxx Title: Vice President
		LENDER
		FRANKLIN FLOATING RATE DAILY ACCESS FUND
		By:	/s/ XXXXXXX XXX Name: Xxxxxxx Xxx Title: Vice President
		LENDER
		FRANKLIN FLOATING RATE MASTER SERIES
		By:	/s/ XXXXXXX XXX Name: Xxxxxxx Xxx Title: Vice President
		LENDER
		FRANKLIN FLOATING RATE TRUST
		By:	/s/ XXXXXXX XXX Name: Xxxxxxx Xxx Title: Vice President

		LENDER
		GoldenTree High Yield Master Fund, Ltd.
		By:	GoldenTree Asset Management, LP
		By:	/s/ XXXXXXXXX X. XXXXXX Name: Xxxxxxxxx X. Xxxxxx Title: Portfolio Manager
		LENDER
		GoldenTree High Yield Opportunities I, LP.
		By:	GoldenTree Asset Management, LP
		By:	/s/ XXXXXXXXX X. XXXXXX Name: Xxxxxxxxx X. Xxxxxx Title: Portfolio Manager
		LENDER
		GoldenTree High Yield Opportunities II, LP.
		By:	GoldenTree Asset Management, LP
		By:	/s/ XXXXXXXXX X. XXXXXX Name: Xxxxxxxxx X. Xxxxxx Title: Portfolio Manager
		LENDER
		GoldenTree Loan Opportunities I, Limited
		By:	GoldenTree Asset Management, LP
		By:	/s/ XXXXXXXXX X. XXXXXX Name: Xxxxxxxxx X. Xxxxxx Title: Portfolio Manager

		LENDER
		GoldenTree Loan Opportunities II, Limited
		By:	GoldenTree Asset Management, LP
		By:	/s/ XXXXXXXXX X. XXXXXX Name: Xxxxxxxxx X. Xxxxxx Title: Portfolio Manager
		LENDER
		Xxxxxxxx CDO, LTD.
		By:	Xxxxxxxxx Capital Partners LLC As its Collateral Manager
		By:	/s/ XXXXXXXXXXX X. XXXXXX Name: Xxxxxxxxxxx X. Xxxxxx Title: Managing Partner
		LENDER
		Landmark CDO Limited
		By:	/s/ XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Authorized Signatory
		LENDER
		Landmark II CDO Limited
		By:	/s/ XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Authorized Signatory

		LENDER
		MAPLEWOOD (CAYMAN) LIMITED
		By:	Xxxxx X. Xxxxxx & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager
		By:	/s/ XXXXXXXX XXXXXXX Name: Xxxxxxxx Xxxxxxx Title: Managing Director
		LENDER
		MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
		By:	Xxxxx X. Xxxxxx & Company Inc. as Investment Adviser
		By:	/s/ XXXXXXXX XXXXXXX Name: Xxxxxxxx Xxxxxxx Title: Managing Director
		LENDER
		SIMSBURY CLO, LIMITED
		By:	Xxxxx X. Xxxxxx & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager
		By:	/s/ XXXXXXXX XXXXXXX Name: Xxxxxxxx Xxxxxxx Title: Managing Director

		LENDER
		Xxxxxxxxx Carrera CLO, Ltd.
		By:	Xxxxxxxxx Capital Partners LLC as its Asset Manager
		By:	/s/ XXXXXXXXXXX X. XXXXXX Name: Xxxxxxxxxxx X. Xxxxxx Title: Managing Partner
		LENDER
		SUFFIELD CLO, LIMITED
		By:	Xxxxx X. Xxxxxx & Company Inc. as Collateral Manager
		By:	/s/ XXXXXXXX XXXXXXX Name: Xxxxxxxx Xxxxxxx Title: Managing Director
		LENDER
		SunAmerica Senior Floating Rage Fund Inc.
		By:	Xxxxxxxxx Capital Partners LLC as subadvisor
		By:	/s/ XXXXXXXXXXX X. XXXXXX Name: Xxxxxxxxxxx X. Xxxxxx Title: Managing Partner
		LENDER
		UNION BANK OF CALIFORNIA, N.A.
		By:	/s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Vice President

		LENDER
		Venture CDO 2002, Limited
		By	its investment advisor MJX Asset Management LLC
		By:	/s/ XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Director
		LENDER
		Venture II CDO, Limited
		By	its investment advisor MJX Asset Management LLC
		By:	/s/ XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Director
		LENDER
		Windsor Loan Funding, Limited
		By:	Xxxxxxxxx Capital Partners LLC as its Investment Manager
		By:	/s/ XXXXXXXXXXX X. XXXXXX Name: Xxxxxxxxxxx X. Xxxxxx Title: Managing Partner

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SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT
AGREEMENT OF HOLDING COMPANY AND RATIFICATION OF NONRECOURSE GUARANTY

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SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

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