UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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

Date of Report (Date of earliest event reported): ~~January~~February 1216, 2010

AFFINITY GROUP HOLDING, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-124109	20-2428068
(State of incorporation)	Commission File Number	(IRS Employer
		Identification No.)

2575 Vista Del Mar Drive
Ventura, CA 93001		(805) 667-4100
(Address of executive offices)		(Registrant’s telephone
		number including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instructions A.2. below)

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13d-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 –— Registrant’s Business and Operations

Item 1.01: Entry into a Material Definitive Agreement

On ~~September~~February 1412, ~~2009~~2010, Affinity Group ~~Holding~~, Inc., (~~the~~ “~~Company~~AGI”), the wholly owned ~~received~~subsidiary ~~consent~~of ~~letters~~the Registrant (“AGHI” or the “~~Institutional Consents~~Company”) ~~from~~paid ~~certain~~in full the ~~institutional~~interest ~~holders~~payable on February 15, 2010 in respect of its ~~10 7/8~~9% ~~Senior~~senior ~~Notes~~subordinated notes ~~Due~~due 2012 (~~the~~$128.9 ~~“AGHI~~million ~~Notes”~~principal amount outstanding as at December 31, 2009). The ~~holding~~indenture pursuant to which such notes were issued and AGI’s inSenior ~~the~~Credit ~~aggregate~~Facility ($~~65,835,969~~129.1 million aggregate principal amount ofoutstanding as at December 31, 2009) restrict the ~~AGHI~~payment ~~Notes~~of ~~outstanding~~dividends ~~and~~by AGI to ~~consent~~service ~~letters~~interest on the 10-7/8% senior notes (the “~~Other~~AGHI ~~Consents~~Notes”) ~~and~~of ~~collectively with~~ the ~~Institutional~~Company, ~~Consents~~also ~~called~~due ~~the~~2012 ~~“Consents”~~($113.6 million aggregate principal amount outstanding as at December 31, 2009). ~~from~~Accordingly, ~~certain~~until ~~non-institutional~~AGI ~~holders~~has ofcompleted the refinancing of its Senior ~~AGHI~~Credit ~~Notes~~Facility ~~holding~~(expected into be consummated prior to the ~~aggregate~~current ~~$46~~maturity of the Senior Credit Facility on March 31,~~555~~ 2010),~~946~~ ~~principal~~the ~~amount~~Company ofintends to defer the ~~AGHI Notes~~interest ~~outstanding. The~~payment payable February 15, 2010 (an aggregate of $6.2 ~~principal~~million). ~~amount~~Under the terms of the AGHI Notes, ~~outstanding~~the Company is ~~$113,648,603~~afforded soa ~~the holders~~30-day ~~executing~~grace ~~the~~period ~~Consents~~from ~~held~~the ~~98.9%~~interest ofpayment ~~the~~date ~~outstanding~~before ~~principal~~non-payment ~~amount~~constitutes an event of ~~the~~default ~~AGHI Notes~~under such notes. On ~~September 14,~~Although ~~2009,~~there can be no assurance that the Company’s ~~paid~~parent will again fund the interest payment on the ~~remaining~~AGHI $1Notes,~~256,688~~ ~~principal~~the Company ~~amount~~made ofthe ~~AGHI Notes~~interest ~~that~~payments ~~are~~due ~~outstanding~~on August 16, 2008, February 15, 2009 and ~~for~~August 15, ~~which~~2009, anusing, ~~Institutional~~in ~~Consent~~whole or anin ~~Other~~part, the proceeds of a ~~Consent~~capital ~~was~~contribution ~~not~~from ~~obtained~~the Company’s parent.

The Company has engaged in discussions with the holders of the AGHI Notes regarding a refinancing or restructuring of the indebtedness of the Company and its subsidiary, Affinity Group, Inc. (“AGI”). As part of those discussions, the Company did not pay the interest on the AGHI Notes that was due on August 15, 2009, but the indenture governing the AGHI Notes provides a 30 day grace period for the payment of interest that was to have been paid on that date. Pursuant to the Institutional Consents, the Company has agreed to pay the legal fees for a law firm to represent the holders who signed the Institutional Consents in connection with such discussions and has paid a $150,000 retainer to that law firm. In addition, the Company has paid a consent fee equal to ¼ of 1% of the principal amount to the holders who signed the Institutional Consents or an aggregate of $164,600. As of January 12, 2010, the holders who signed the Institutional Consents have agreed to extend the interest payment date on their AGHI Notes to January 15, 2010. As of October 28, 2009, the holders who signed the Other Consents have agreed to extend the interest payment date on their AGHI Notes to the date that is five business days after the date of termination of the Institutional Consents, including any additional extensions of the Institutional Consents.

Section 9 –— Financial Statements and Exhibits

Item 9.01: Financial Statements and Exhibits

a. Financial Statements: N/A

b. Pro forma financial statements: N/A

c. Shell company transactions: N/A

d. Exhibits: None

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 hereunto duly authorized.

	AFFINITY GROUP HOLDING, INC.
	(Registrant)
Date: January 12, 2010	/s/ Thomas F. Wolfe
Date: February 16, 2010	/s/ Thomas F. Wolfe
	Thomas F. Wolfe
	Senior Vice President
	and Chief Financial Officer

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