FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT

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Exhibit 10.22

FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT

        This FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT dated as of March 24, 2005 (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;

        WHEREAS, the Credit Parties wish to amend the Note Purchase Agreement to reflect the formation of a new holding company as the sole shareholder of the Borrower;

        WHEREAS, the new holding company will issue senior notes due 2012 and the parties wish to amend the Note Purchase Agreement to reflect such issuance; and

        WHEREAS, the parties wish to amend certain provisions of the Note Purchase Agreement to remove certain provisions that no longer apply;

        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, as amended by the First Amendment to the Note Purchase Agreement dated as of February 18, 2004, the Second Amendment to the Note Purchase Agreement dated as of June 30, 2004 and the Third Amendment to the Note Purchase Agreement dated as of November 12, 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:

Amendments Related to the Issuance of the Holding Company Notes:

        (a)   Clause (b) of the definition of "Cash Interest Expense" is hereby deleted and replaced by the following:

        (b)   the amount of Restricted Junior Payments made to the Holding Company pursuant to Section 7.6(a)(i) during such period unless such Restricted Junior Payment is made with the proceeds of distributions or other payments made by FRH to CWFR in respect of the FRH Preferred Equity Interest and is subsequently distributed by CWFR to the Borrower

        (b)   The definition of Credit Party is hereby deleted and replaced by the following:

        " Credit Parties " means (a) the Borrower and (b) its Subsidiaries other than CWFR.

        (c)   The definitions of Holding Company, Holding Company Collateral Documents and Holding Company Notes are hereby deleted and replaced by the following:

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

        " Holding Company Collateral Documents " means the Nonrecourse Guaranty and Pledge Agreement executed and delivered by the Holding Company on the Fourth Amendment Date substantially in the form of Exhibit A annexed hereto, as such agreement may be amended, supplemented or otherwise modified from time to time.

        " Holding Company Notes " means the Holding Company's unsecured Senior Notes due 2012 issued pursuant to the Holding Company Notes Indenture in an aggregate principal amount not in excess of the principal amount of the Holding Company Notes issued on the date of initial issuance of the Holding Company Notes (plus any paid in kind interest) which notes are not guaranteed by any of the Credit Parties.

        (d)   The following definitions are hereby added to Section 1.1 in alphabetical order:

        " Asset Sale " has the meaning given to that term in the FRH Preferred.

        " CWFR " means CWFR Capital Corp., a Wholly Owned Subsidiary of CWI, Inc.

        " FRH " means FreedomRoads Holding Company, LLC, a Minnesota limited liability company, all the common equity of which is held by the Stephen Adams Trust and certain minority holders and all the preferred equity of which is held by CWFR.

        " FRH Restricted Distribution " means any distribution by FRH to its members with respect to their membership interests other than (a) distributions to CWFR with respect to the FRH Preferred Equity Interest and (b) distributions to members in respect of tax obligations to the extent permitted by the terms of the FRH Preferred.

        " FRH Preferred " means the rights and preferences of the preferred membership interest in FRH as adopted by the Board of Governors of FRH on the date of issuance of the Holding Company Notes.

        " FRH Preferred Equity Interest " means the membership interest in FRH having the rights and preferences of the FRH Preferred.

        " Liquidation Payment " has the meaning given to that term in the FRH Preferred and includes any payment made on account of the FRH Preferred Equity Interest as a result of a redemption made pursuant to Section 5 of the FRH Preferred.

        " Holding Company Notes Indenture " means the Indenture dated as of the Fourth Amendment Date between the Holding Company and The Bank of New York, as Trustee, as supplemented or amended from time to time but excluding any supplement or amendment which increases the interest rate or any premium applicable to the Holding Company Notes, increases the principal amount outstanding of the Holding Company Notes or creates sinking fund or other principal payment or offer to purchase requirements.

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

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 the Holding Company Notes or purchase or repurchase any notes issued under the Senior Subordinated Notes Indenture or the Holding Company Notes Indenture, the Borrower shall prepay the Loans and reduce the Commitments as provided in clause (B) above.

        (f)    Section 6.2 is hereby amended to add the following clause (g):

        (g)   the occurrence of any default under the Holding Company Notes Indenture or the Senior Subordinated Notes Indenture or the receipt of any notice delivered by the trustee

pursuant to the Holding Company Notes Indenture or the Senior Subordinated Notes Indenture (and a copy of such notice shall be delivered to the Administrative Agent).

        (g)   Section 7.5(a) is hereby amended by adding the following new clause (ix):

        (ix)  the Investment by CWI, Inc. on or about the date of issuance of the Holding Company Notes in the equity capital of CWFR in an aggregate amount equal to the amount of the proceeds of the capital contribution made to the Borrower by the Holding Company on the date of issuance of the Holding Company Notes.

        (h)   Section 7.6 is amended as follows:

        (i)    Clause (a)(i) is hereby deleted and replaced with the following:

          (i)  commencing on the third anniversary of the date of issuance of the Holding Company Notes, so long as no Default shall have occurred or be continuing or shall be caused thereby the Borrower may declare and make Restricted Junior Payments to the Holding Company in amounts equal to the cash interest payments to the holders of the Holding Company Notes in accordance with, and only to the extent required by, the Holding Company Notes Indenture; provided that the Credit Parties shall be in pro forma compliance with the financial covenants set forth in Section 7.9 assuming such Restricted Junior Payment had been made at the beginning of the most recently ended period of four fiscal quarters of the Credit Parties as shown on a Compliance Certificate (in form and substance satisfactory to the Administrative Agent) delivered to the Administrative Agent prior to the making of any such Restricted Junior Payment; provided further that the amount of each such Restricted Junior Payment permitted under this clause (i) shall be reduced by the amount of any FRH Restricted Distribution,

         (ii)  Clause (a)(iii) is hereby deleted and replaced with the following:

        (iii)  so long as no Default shall have occurred or be continuing or shall be caused thereby, the Borrower may make Restricted Junior Payments to the Holding Company (A) in an amount equal to a Liquidation Payment paid to CWFR in respect of an Asset Sale or in connection with a voluntary redemption of the FRH Preferred Equity Interest to provide funds to the Holding Company to redeem Holding Company Notes in accordance with the Holding Company Notes Indenture; provided that the Credit Parties shall be in pro forma compliance with the financial covenants set forth in Section 7.9 assuming such Restricted Junior Payment had been made at the beginning of the most recently ended period of four fiscal quarters of the Credit Parties as shown on a Compliance Certificate (in form and substance satisfactory to the Administrative Agent) delivered to the Administrative Agent prior to the making of any such Restricted Junior Payment, and (B) in an aggregate amount not in excess of $100,000 in any fiscal year to provide funds to the Holding Company to pay administrative expenses and costs of registration of the Holding Company Notes,

        (i)    The proviso to Section 7.7 is hereby amended by adding the following new clause (vi):

        (vi)  CWI may make the Investment permitted by Section 7.5(a)(ix).

        (j)    The proviso to Section 7.8 is hereby amended by deleting clause (vi) and replacing it with the following new clause (vi):

        (vi)  the foregoing shall not apply to restrictions and conditions contained in (A) the Senior Subordinated Notes or the Senior Subordinated Notes Indenture or (B) the Holding Company Notes or the Holding Company Notes Indenture.

        (k)   The following Sections 7.17 and 7.18 are hereby added to Article VII:

         7.17    Restricti