EXHIBIT 10.18 THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT

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EXHIBIT 10.18

THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT

        This THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT dated as of November 12, 2004 (this " Amendment "), among AFFINITY GROUP, INC. (the " Borrower "), THE GUARANTORS PARTY HERETO (the " Guarantors "), THE NOTEHOLDERS PARTY HERETO (the " Noteholders "), 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 Noteholders may make Term Loans to the Borrower; and

        WHEREAS, the Credit Parties wish to amend the Note Purchase Agreement to reduce the Applicable Margin for the Term B2 Loans;

        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, as amended by the Second Amendment to the Note Purchase Agreement dated as of June 30, 2004, among the Borrower, the Guarantors, the Noteholders, 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.     Amendments to Note Purchase Agreement .    The Credit Parties, the Noteholders, and the Agents agree that the Note Purchase Agreement is hereby amended, effective as of the date hereof, as follows:

        (a)   The definition of " Applicable Margin " is hereby amended by deleting the number "3.00%" in clause (i) and replacing it with the number "2.00%" and further amended by deleting the number "4.00%" in clause (ii) and replacing it with the number "3.00%."

        (b)   The following definitions are hereby added to the Note Purchase Agreement in their appropriate alphabetical order:

        " Second Amendment " means the Second Amendment to the Note Purchase Agreement dated as of June 30, 2004.

        " Third Amendment " means the Third Amendment to the Note Purchase Agreement dated as of November 12, 2004.

        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 Term B1 Loan Lenders and Noteholders:

        (a)     Counterparts of Amendment .    The Administrative Agent shall have received from the Credit Parties and each Term B1 Loan Lender and Noteholder either (i) a counterpart of this Amendment signed on behalf of the Noteholders 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.

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

        (c)     Expenses .    The Admini