FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

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Exhibit 4.4

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

        This FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT dated as of February 18, 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 and successor to Fleet National Bank (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 incur additional indebtedness in the amount necessary to fund the purchase of all of the outstanding Holding Company Notes and to fund certain shareholder distributions; and

        WHEREAS, Fleet National Bank has determined that it is resigning as administrative agent, and the Borrower and the Lenders desire to appoint Canadian Imperial Bank of Commerce as administrative agent to succeed Fleet;

        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 Senior Secured Floating Rate Note Purchase Agreement dated as of June 24, 2003 among the Borrower, the Guarantors, the Lenders, the Syndication Agent, the Administrative Agent and the Documentation Agent (as the same is amended hereby 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.     Resignation of Administrative Agent; Appointment of Successor Administrative Agent.     

        (a)   Effective on the date of the satisfaction of the conditions set forth in Section 6 below, Fleet hereby resigns as Administrative Agent. Each of the Lenders and the Borrower acknowledges and accepts such resignation.

        (b)   Effective immediately upon the effectiveness of Fleet's resignation as Administrative Agent, the Required Senior Lenders hereby appoint CIBC as Administrative Agent to succeed Fleet as Administrative Agent, all references to Administrative Agent in the Loan Documents, from and after such date, shall refer to CIBC and CIBC shall succeed to and become vested with all the rights, powers, privileges and duties of Fleet, as the retiring Administrative Agent, and Fleet, as the retiring Administrative Agent, shall be discharged from its duties and obligations under the other Loan Documents except as provided herein.

        (c)   Fleet and the Credit Parties, at the Credit Parties' expense will promptly and duly execute and deliver such documents and assurances and take such actions as may be necessary or desirable or as CIBC may reasonable request in order to carry out more effectively the intent and purpose of this Section 2 and to assign to CIBC the Administrative Agent's security interest, rights and remedies created or intended to be created under the Collateral Documents. Without limiting the generality of the above, Fleet and each Credit Party will join with CIBC in such notices or assignments as may be appropriate under applicable Federal or state law in form satisfactory to CIBC and filing or recording the same in all public offices and jurisdictions wherever and whenever reasonably requested by CIBC.

        3.     Amendments to Collateral Documents.     Each of the Collateral Documents (other than the Mortgages) are hereby amended by adding the following sentence to each of the provisions thereof containing the definition of "Secured Obligations:"

Notwithstanding anything herein to the contrary, for the period from the date that Fleet's resignation as administrative agent under the Credit Agreement shall be effective to and including May 18, 2004, the obligations of the Credit Parties to Fleet arising from or related to cash management services (including the automatic clearing house transfer of funds by Fleet for the account of any Credit Party pursuant to an agreement or overdraft) pursuant to the cash management services in effect presently shall be deemed to be Secured Obligations hereunder in an aggregate amount not in excess of $7,500,000

        4.     Amendments to Note Purchase Agreement.     The Credit Parties, the Lenders, and the Agents agree that the Note Purchase Agreement is hereby amended, effective as of the date hereof, as follows:

        (a)   The definition of "Business Day" is hereby amended by deleting the words, "Boston, Massachusetts or."

        (b)   The definition of "Consolidated Senior Leverage Ratio" is hereby deleted in its entirety and replaced with the following:

        " Consolidated Senior Leverage Ratio " means, as at any date, the ratio of (a) Senior Debt minus the sum of (i) the amount on deposit in the Controlled Dividend Account on such date and (ii) cash and Cash Equivalents held by the Credit Parties on such date and not on deposit in the Controlled Dividend Account to the extent such cash and Cash Equivalents are unrestricted and available for the payment of the debts of the Credit Parties in an aggregate amount not in excess $10,000,000 to (b) EBITDA for the period of four consecutive fiscal quarters ending on or most recently ended prior to such date.

        (c)   The definition of "Consolidated Total Leverage Ratio" is hereby deleted in its entirety and replaced with the following:

        " Consolidated Total Leverage Ratio " means, as at any date, the ratio of (a) the sum of (i) the Indebtedness of the Credit Parties excluding amounts described in clauses (d) and (g) of the definition of "Indebtedness" (determined on a consolidated basis without duplication in accordance with GAAP), including Subordinated Indebtedness, plus (ii) the Indebtedness of the Holding Company in respect of the Holding Company Notes on such date minus (iii) the sum of (x) the amount on deposit in the Controlled Dividend Account on such date and (y) cash and Cash Equivalents held by the Credit Parties on such date and not on deposit in the Controlled Dividend Account to the extent to such cash and Cash Equivalents are unrestricted and available for the payment of the debts of the Credit Parties in an aggregate amount not in excess of $10,000,000 to (b) EBITDA for the period of four consecutive fiscal quarters ending on or most recently ended prior to such date.

        (d)   The definition of "EBITDA" is hereby deleted in its entirety and replaced with the following:

        " EBITDA " means, for any period, operating income for the Credit Parties (determined on a consolidated basis without duplication in accordance with GAAP) for such period plus (to the extent deducted in computing operating income) (a) income, franchise and other like taxes (excluding real estate taxes) expensed during such period, interest, depreciation, amortization and other write-offs of intangible assets such as goodwill and any other non-cash income or charges expensed for such period (including such charges in respect of Phantom Stock Accruals) and (except to the extent received or paid in cash by the Credit Parties) income or loss attributable to equity in Affiliates for such period), and (b) for each of the

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fiscal quarters in the fiscal year ending December 31, 2003, the salary, bonuses, expense reimbursements and other compensation paid to Stephen Adams or for the expenses of the office of the chairman of the board of the Parent in the amounts not in excess of the following: (i) for the fiscal quarter ending March 31, 2003, $627,000, (ii) for the fiscal quarter ending June 30, 2003, $802,000, (iii) for the fiscal quarter ending September 30, 2003, $620,000 and (iv) for the fiscal quarter ending December 31, 2003, $721,000, excluding from the calculation of such operating income any extraordinary and unusual gains or losses during such period and excluding from the calculation of such operating income the income or loss from any Casualty Events and Dispositions. Notwithstanding the foregoing, any amounts accrued or paid with respect to any deferred financing costs or tangible assets which are written off as a result of the repayment and discharge of Indebtedness under the Existing Credit Agreement shall not be deducted in determining operating income.

        Notwithstanding the foregoing, if during any period for which EBITDA is being determined, any Credit Party shall have consummated any Acquisition and (if such acquisition is a stock or other equity Acquisition) the company acquired in such Acquisition becomes a Subsidiary in accordance with the provisions of Section 6.10(a) then, for all purposes of this Agreement, with the exception of the calculation of Excess Cash Flow, EBITDA shall be determined on a pro forma basis as if such Acquisition had been made or consummated on the first day of such period.

        (e)   The definition of "Excess Cash Flow" is hereby amended by adding the following clause (b)(viii) after the words "Phantom Stock Agreements," in clause (b)(vii)" but before the words, "in each case":

        (viii) any Restricted Junior Payments made in cash to the extent permitted to be made pursuant to Section 7.6(b),

        (f)    The definition of "Holding Company" is hereby deleted in its entirety and replaced with the following:

        " Holding Company " means Affinity Group Holding, Inc., a Delaware corporation which, prior to the Intercompany Merger, holds all the outstanding capital stock of the Borrower.

        (g)   The definition of "Holding Company Collateral Documents" is hereby deleted in its entirety and replaced with the following:

        " Holding Company Collateral Documents " means the Amended and Restated Nonrecourse Guaranty and Pledge Agreement executed and delivered by the Holding Company on the Effective Date (or in connection with the consummation of the Intercompany Merger, by the Parent on or prior to the date of such merger) substantially in the form of Exhibit A annexed to the Credit Agreement, as such agreement may be amended, supplemented or otherwise modified from time to time.

        (h)   The definition of "Holding Company Notes Borrower Refinancing Payment" is hereby deleted in its entirety and replaced with the following:

        " Holding Company Notes Borrower Refinancing Payment " means, with respect to the Holding Company Notes Borrower Refinancing Indebtedness in respect of the Senior Subordinated Notes, an amount equal to $25,000,000.

        (i)    The definition of "Holding Company Notes Refinancing Indebtedness" is hereby deleted in its entirety.

        (j)    The definition of "Holding Company Notes Refinancing Payment" is hereby deleted in its entirety.

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        (k)   [Reserved.]

        (l)    The definition of "Parent" is hereby deleted in its entirety and replaced with the following:

        " Parent " means AGI Holding Corp., a Delaware corporation which, prior to the Intercompany Merger, holds all the outstanding capital stock of the Holding Company and, after the Intercompany Merger, holds all the outstanding capital stock of the Borrower.

        (m)  The definition of "Permitted Cash Flow Distribution" is hereby deleted in its entirety and replaced with the following:

        " Permitted Cash Flow Distribution " means the amount of Restricted Junior Payments permitted to be made from Excess Cash Flow pursuant to Section 7.6(b).

        (n)   The definition of "Prime Rate" is hereby deleted and replaced by the following:

        " Prime Rate " means the rate of interest per annum publicly announced from time to time by Canadian Imperial Bank of Commerce, as its prime rate in effect at its principal office in New York, New York; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

        (o)   [Reserved.]

        (p)   The definition of "Subordinated Indebtedness" is hereby deleted in its entirety and replaced with the following:

        " Subordinated Indebtedness " means (a) the Senior Subordinated Notes and (b) any Indebtedness of any Credit Party which matures in its entirety later than the Loans and by its terms (or by the terms of the instrument under which it is outstanding and to which appropriate reference is made in the instrument evidencing such Subordinated Indebtedness) is made subordinate and junior in right of payment to the Senior Loans and to such Credit Party's other obligations to the Noteholders hereunder by provisions reasonably satisfactory in form and substance to the Administrative Agent, the Syndication Agent and Special Counsel.

        (q)   [Reserved.]

        (r)   The definition of "Working Capital" is hereby deleted in its entirety and replaced with the following:

        " Working Capital " means, at any date, the difference between the aggregate current assets (excluding assets held in the Controlled Dividend Account) and the aggregate current liabilities (excluding current maturities of long term Indebtedness and the current portion of Deferred Revenues) of the Credit Parties at such date (determined on a consolidated basis without duplication in accordance with GAAP).

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

        " Controlled Dividend Account " has the meaning assigned to such term in Section 6.14.

        " Dividend Account Permitted Investments " means (i) United States dollars; (ii) direct obligations of, or obligations guaranteed by, the United States of America for the payment of which guarantee or obligations the full faith and credit of the United States is pledged; (iii) commercial paper or other short-term corporate obligation that has received a rating of at least A-1 or AA from Standard & Poor's Corporation (" S&P "), P-1 or Aa2 from Moody's Investor Services, Inc. (" Moody's "), or F-1 or AA from Fitch, Inc. (" Fitch "); (iv) time deposits, certificates of deposit, bank acceptances or bank notes issued by any bank having capital

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surplus and undivided profits aggregating at least $500,000,000 (or the foreign currency equivalent thereof) and at least a high A rating (or the equivalent) from any two of the following: S&P, Moody's, Thomson Bankwatch, Inc. or IBCA, Inc.; (v) money market preferred stocks which, at the date of acquisition and at all times thereafter, are accorded ratings of at least mid AA by any two of the following: S&P, Moody's or Fitch; (vi) tax-exempt obligations that are accorded ratings at the time of investment therein of at least mid AA (or equivalent short-term ratings) by any two of the following: S&P, Moody's or Fitch; (vii) guaranteed investment contracts and/or agreements of a bank, insurance company or other institution whose unsecured, uninsured and unguaranteed obligations (or claims-paying ability) are, at the time of investment therein, rated AAA by any two of the following: S&P, Moody's or Fitch; (viii) money market funds, the portfolio of which is limited to investments described in clauses (i) through (vii); and (ix) corporate obligations or securities that have received a rating of at least mid AA by any two of the following: S&P, Moody's or Fitch. In no event shall (a) any of the Dividend Account Permitted Investments described in clauses (iii) through (viii) above have a final maturity more than one year from the date of investment therein or (b) any of the Dividend Account Permitted Investments described in clauses (ii) and (ix) above have a final maturity more than five years from the date of investment therein.

        " First Amendment " means the First Amendment to the Note Purchase Agreement dated as of February 4, 2004.

        " Holding Company Notes Call " means the optional redemption by the Holding Company in accordance with the terms and conditions of the Holding Company Notes Indenture for all of the outstanding Holding Company Notes to the extent not tendered pursuant to the Holding Company Notes Tender Offer."

        " Holding Company Notes Tender Offer " means the tender offer by the Holding Company for all of the outstanding Holding Company Notes."

        " Initial Controlled Dividend Account Deposit " has the meaning assigned to such term in Section 6.14.

        " Intercompany Merger " means the merger of the Holding Company with and into the Borrower in accordance with the provisions of Section 7.4(e).

        " Senior Subordinated Notes " means the Borrower's 9.00% Senior Subordinated Notes due 2012, including any Additional Notes and Exchange Notes (as each such term is defined in the Senior Subordinated Note Indenture) with an aggregate initial principal amount equal to $200,000,000, in each case as issued pursuant to the Senior Subordinated Note Indenture, as amended, supplemented or otherwise modified in accordance with the restrictions of Section 7.12.

        " Senior Subordinated Note Indenture " means that certain Indenture dated as of February 18, 2004 among the Borrower, the guarantors party thereto and The Bank of New York, as trustee, as amended, supplemented or otherwise modified in accordance with the restrictions of Section 7.12.

        (t)    The reference to "Boston, Massachusetts" in the second sentence of Section 2.5(a) is hereby deleted and replaced with "New York, New York."

        (u)   [Reserved.]

        (v)   [Reserved.]

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        (w)  The last paragraph of Section 2.10(b)(iii) is hereby deleted and replaced by the following:

Anything herein to the contrary notwithstanding, except as provided in the succeeding sentence, the Borrower shall not be required to make any prepayment pursuant to this clause (iii) with respect to the first $10,000,000 of Net Cash Payments from any Disposition which are not reinvested pursuant to this clause (iii). Notwithstanding the preceding sentence or anything herein to the contrary if and to the extent that any Net Cash Payments would otherwise be required to be used to repay the Senior Subordinated Notes or purchase or repurchase any notes issued under the Senior Subordinated Notes Indenture, the Borrower shall prepay the Loans and reduce the Commitments as provided in clause (B) above.

        (x)   The following Sections 2.10(b)(v), (vi), (vii) and (viii) are hereby added to the Note Purchase Agreement after Section 2.10(b)(iv):

        (v)   [Reserved.]

        (vi)  [Reserved.]

        (vii)  Prepayments from Controlled Dividend Account .    During the continuance of an Event of Default, the Administrative Agent in its discretion may, and upon the request of the Required Senior Lenders shall, demand that the Borrower prepay the Loans from the balance on deposit in the Controlled Dividend Account and, upon such demand, the Borrower shall prepay the Loans (and provide cover for LC Exposure as specified in Section 2.4(i)), and the Commitments shall be subject to automatic permanent reduction, in an aggregate amount, if any, equal to the balance on deposit in the Controlled Dividend Account on the date of such demand, such prepayment and reduction to be effected in each case in the manner and to the extent specified in Section 2.10(c). Upon such demand, the Borrower hereby authorizes the Administrative Agent to apply such funds to the prepayment required by this Section 2.10(b)(vii).

        (viii)  Failure of Paying Agent to Fund Holding Company Notes Call .    In the event that the Paying Agent shall have failed to cause the redemption of all Holding Company Notes remaining outstanding within 65 days after the date of the payment of the purchase price by the Holding Company for the Holding Company Notes tendered and accepted for payment in connection with the Holding Company Notes Tender Offer, the Borrower (or the Paying Agent on the Borrower's behalf) shall prepay the Loans (and provide cover for LC Exposure as specified in Section 2.4(i)), and the Commitments shall be subject to automatic reduction, in an aggregate amount, if any, equal to the balance on deposit in the Redemption Controlled Account on the date of such prepayment, such prepayment and reduction to be effected in each case in the manner and to the extent specified in Section 2.10(c).

        (y)   The introductory clause of Section 2.10(c) is hereby deleted and replaced with the following:

        (c) Application .    In the event of any mandatory prepayment of Loans pursuant to subsections (b)(i) through (b)(iv) and subsections (b)(vii) and (b)(viii)of this Section 2.10, the proceeds of such prepayment shall be applied as follows:

        (z)   The reference to "Boston, Massachusetts" in the third sentence of Section 2.17(a) is hereby deleted and replaced with "New York, New York."

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