UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date ~~to Section 13 or 15(d)~~ of ~~the~~Report: ~~Securities~~June ~~Exchange~~24, ~~Act of 1934~~2003

Date of Report: December 5, 2001

AFFINITY GROUP HOLDING, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-26389	59-2922099
(State or other jurisdiction	(Commission	(IRS Employer
(State or other jurisdiction of corporation)	(Commission File Number)	(IRS Employer Identification No.)
of corporation)	File Number)	Identification No.)
64 Inverness Drive East Englewood, CO 80112		(303) 792-7284
(Address of principal executive offices)		(Registrant’s telephone number incl. area code)

64 Inverness Drive East
Englewood, CO 80112		(303) 792-7284
(Address of principal executive offices)		(Registrant’s telephone number incl. area code)

ITEM 5. OTHER EVENTS

On ~~December~~June 524, ~~2001~~2003, ~~the~~Affinity ~~Company~~Group ~~sold~~Holding, ~~eleven~~Inc.’s ~~real~~wholly ~~estate~~owned ~~properties~~subsidiary, toAffinity ~~eleven separate~~Group, ~~wholly-owned~~Inc. ~~subsidiaries~~(“AGI”), ofentered ~~AGRP~~into ~~Holding~~an ~~Corp.,~~Amended aand ~~wholly-owned~~Restated ~~subsidiary~~Credit ofAgreement and a ~~the~~Senior ~~Company’s~~Secured ~~parent,~~Floating ~~AGI~~Rate ~~Holding~~Note ~~Corp.,~~Purchase Agreement providing for term loans in the aggregate of $52140.30 million payable in ~~cash~~quarterly ~~and~~installments ~~a note~~through ~~receivable. The~~June ~~properties~~2009 ~~have~~and ~~been leased~~a ~~back~~revolving tocredit ~~the~~facility ~~Company~~of onup ato ~~triple~~$35 million ~~net~~that ~~basis~~expires June 24, 2008. Both the ~~sales~~term ~~price~~loans and revolving ~~lease~~credit facility have interest rates ~~were~~that ~~based~~float onwith ~~market~~prime ~~rates~~and LIBOR. ~~determined~~These obligations are secured by ~~third~~a ~~party~~first ~~independent~~lien ~~appraisers~~on ~~engaged~~all byof the ~~mortgage~~assets ~~lender~~of the ~~and~~Registrant’s ~~approved~~subsidiaries. The bynew credit ~~the~~facility ~~AGI~~resets ~~Senior~~loan ~~Credit~~and ~~Facility~~other ~~agent bank~~covenants. ~~The~~Proceeds ~~net~~from ~~cash~~these ~~proceeds~~loans ~~of $47.5 million~~ were used to ~~payoff~~refinance ~~$2.1~~the ~~million of~~ existing senior ~~mortgage~~secured ~~financing~~indebtedness, ~~and~~redeem ~~the balance,~~ $4530.4 0 million, ~~paid~~of ~~down~~ the ~~AGI~~11% Senior ~~Credit~~Notes due ~~Facility~~2007 ~~Term~~issued Aby ~~and~~Affinity BGroup ~~loans~~Holding, ~~by $19~~Inc.4 ~~million~~(“AGHI”) and ~~$26.0~~to ~~million,~~pay ~~respectively.~~ a dividend ~~The balance~~ of ~~the purchase price,~~ $413.87 million, isto ~~represented~~AGHI’s byultimate ~~a note receivable yeilding 11% per annum~~parent, ~~with~~AGI ~~monthly~~Holding ~~payments of $46,000 and a ten-year balloon~~Corp.

~~Concurrent~~AGHI also ~~with~~announced ~~the~~on ~~above~~June ~~real~~24, ~~estate~~2003 ~~transaction,~~notice ~~the~~was ~~Company~~given ~~amended~~on ~~the~~same ~~AGI~~date ~~Senior~~to redeem $30.0 ~~Credit~~million ~~Facility~~of toits ~~allow~~11.0% ~~for~~Senior ~~the~~Notes ~~release~~due of2007. The ~~the~~redemption ~~above~~date ~~real~~is ~~estate~~July 24, ~~increase the~~2003. ~~revolving~~The ~~credit~~notes ~~commitment~~will ~~from~~be ~~$70~~redeemed ~~million~~at ~~to $74~~103.5667% ~~million,~~of ~~adjust~~par ~~the~~plus accrued interest to ~~amortization~~the date of ~~the~~redemption. The ~~Term~~redemption is Abeing ~~loans,~~funded ~~amend~~by borrowings under the ~~pricing~~above ~~schedule~~noted Amended and ~~re-set~~Restated ~~certain~~Credit ~~financial~~Agreement ~~covenants~~and Senior Secured Floating Rate Note Purchase Agreement.

Commensurate with the above, a wholly-owned subsidiary of the Company, Affinity Group Thrift Holding Corporation ("AGTHC"), which is an "unrestricted" subsidiary under the terms of the indenture governing the AGHI Senior Notes, sold a $15.0 million participation in the Affinity Bank Holdings, Inc. Capital Notes held by AGTHC to the Stephen Adams Living Trust. AGTHC used the net proceeds of this sale to purchase a capital note of AGRP Holding Corp. The capital note accrues interest at the rate of 11% per annum until maturity on December 5, 2011. Interest is payable from time to time as declared by the board of directors of AGRP Holding Corp. Interest not paid will accumulate and will be compounded annually until paid.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

A.	EXHIBITS
	Exhibit 4.11	Third Amendment to Credit Agreement dated as of December 5, 2001 among Affinity Group, Inc., Fleet National Bank, as agent, and the banks named therein.
	Exhibit 10.44	Agreement and Escrow Instructions for Purchase of Real Estate by AGRP Holding Corp., dated November 1, 2001, filed with the Company’s Report on Form 10-Q for the quarter ended September 30, 2001 and incorporated by reference herein.
	Exhibit 10.45	Participation Agreement by and between Affinity Group Thrift Holding Corp. and the Stephen Adams Living Trust, dated December 5, 2001.
	Exhibit 10.46	Capital Note of AGRP Holding Corp., dated December 5, 2001.

c. EXHIBITS

SIGNATURES:

Exhibit 10.1		Amended and Restated Credit Agreement dated as of June 24, 2003 among Affinity Group, Inc., the guarantor parties thereto, the Administrative Agent, the Syndication Agent, the Documentation Agent, and the Co-Lead Arrangers and Bookrunners.

Exhibit 10.2		Senior Secured Floating Rate Purchase Agreement dated as of June 24, 2003 among Affinity Group, Inc., the guarantor parties thereto, the noteholders thereto, the Administrative Agent, the Syndication Agent, the Documentation Agent, and the Co-Lead Arrangers and Bookrunners

Exhibit 99.1		Notice of Redemption of Affinity Group Holding, Inc. 11.0% Senior Notes due 2007.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~2

	AFFINITY GROUP HOLDING, INC.
Date: December 17, 2001	/s/
	Mark J. Boggess Senior Vice President Chief Financial Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	AFFINITY GROUP HOLDING, INC.


Date: June 24, 2003	By:	/s/ MARK J. BOGGESS
			Mark J. Boggess
			Senior Vice President, CFO

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