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

Date of Report (Date of earliest event reported): ~~February~~March 161, 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		(805) 667-4100
Ventura, CA 93001		(~~805)~~Registrant’s ~~667-4100~~telephone
(Address of executive offices)		~~(Registrant’s~~number ~~telephone~~including area code)
		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 ~~February~~March 121, 2010, Affinity Group, Inc, (“AGI”), the wholly owned ~~subsidiary~~ subsidiary of the Registrant (“AGHI” or the “Company”), ~~paid~~entered ininto ~~full~~ the second amended ~~interest~~and ~~payable~~restated oncredit ~~February 15,~~agreement ~~2010~~(the in“AGI ~~respect~~New ofSenior ~~its~~Credit 9%Agreement”) ~~senior~~to ~~subordinated~~refinance ~~notes~~its ~~due~~existing ~~2012~~senior credit facility ($128.9 million aggregate principal amount outstanding as at December 31, 2009)~~. The~~ ~~indenture~~which ~~pursuant~~was scheduled to ~~which~~mature ~~such~~on March 31, 2010 and second lien notes ~~were~~totaling ~~issued~~$9.7 ~~and~~million due July 31, 2010. The AGI’s New Senior Credit ~~Facility~~Agreement (provides for term loans aggregating $~~129~~144.13 million, ~~aggregate~~including ~~principal~~an ~~amount~~original ~~outstanding~~issue discount asof at2%, ~~December~~that are payable in quarterly installments of $360,750 beginning March 311, 2011. In ~~2009)~~addition, ~~restrict~~there ~~the~~are ~~payment~~mandatory prepayments of ~~dividends~~the byterm loans from excess cash flow (as defined) of AGI toand ~~service~~from ~~interest~~asset sales. The term loans under the AGI New Senior Credit Agreement mature on the ~~10-7/8~~earlier of March 1, 2015 or 90 days prior to the maturity of either AGI’s 9% senior subordinated notes due ~~(the~~2012 (“~~AGHI~~AGI Notes”) of($137.8 ~~the~~million ~~Company~~principal amount outstanding as at December 31, ~~also~~2009) or the Company’s 10-7/8% senior notes due 2012 (the “AGHI Notes”) ($113.6 million aggregate principal amount outstanding as at December 31, 2009). Interest ~~Accordingly,~~on ~~until~~the ~~AGI~~term ~~has~~loans ~~completed~~under the ~~refinancing~~AGI ~~of its Senior~~New Senior Credit ~~Facility~~Agreement ~~(expected~~floats toat beeither ~~consummated~~8.75% ~~prior~~over to the ~~current~~base ~~maturity~~rate of(defined as the ~~Senior~~greater ~~Credit~~of ~~Facility~~the onprime ~~March 31~~rate, ~~2010),~~federal ~~the~~funds ~~Company~~rate ~~intends~~plus to50 basis points or ~~defer~~5.25%) ~~the~~for borrowings whose interest ~~payment~~is ~~payable~~based ~~February 15,~~on ~~2010~~the ~~(an~~prime ~~aggregate~~rate ofor $610.20% over ~~million).~~the ~~Under~~LIBOR rate (defined as the ~~terms~~greater of the ~~AGHI~~3 ~~Notes,~~months ~~the~~LIBOR ~~Company~~rate or 3.0%) for borrowings whose interest is ~~afforded~~based aon ~~30-day~~LIBOR. ~~grace~~The ~~period~~AGI ~~from~~New ~~the~~Senior ~~interest~~Credit ~~payment~~Agreement ~~date~~contains ~~before~~affirmative ~~non-payment~~covenants, including ~~constitutes~~financial ~~an event~~covenants, ofand ~~default~~negative ~~under~~covenants, ~~such~~including ~~notes.~~a ~~Although~~restriction on ~~there~~dividends ~~can~~or bedistributions noby ~~assurance~~AGI ~~that~~to the Company’s. Borrowings ~~parent~~under ~~will~~the ~~again~~AGI ~~fund~~New ~~the~~Senior ~~interest~~Credit Agreement ~~payment~~are onguaranteed by the ~~AGHI~~direct ~~Notes,~~and ~~the Company~~indirect ~~made~~subsidiaries ~~the~~of ~~interest~~AGI ~~payments~~and ~~due~~are secured by liens on ~~August 16,~~the ~~2008,~~assets ~~February 15, 2009~~of AGI and ~~August 15,~~its ~~2009,~~direct ~~using,~~and inindirect ~~whole~~subsidiaries. As ora incondition ~~part~~to the term loans under the AGI New Senior Credit Agreement, AGHI acquired the ~~proceeds~~$25.4 million of aAGHI Notes due ~~capital~~on ~~contribution~~March 15, ~~from~~2010 that were held by an affiliate of the Company’s ~~parent~~and cancelled those notes.

In addition, on March 1, 2010, AGI’s wholly-owned subsidiary, Camping World, Inc. and indirect subsidiary, CWI, Inc. (collectively, “Camping World”), as co-borrowers, and Camping World’s subsidiaries entered into a credit agreement (the “CW Credit Facility”) providing for an asset based lending facility of up to $22 million, of which $10 million is available for letters of credit and $12 million is available for revolving loans. The CW Credit Facility matures on the earlier of March 1, 2013, 60 days prior to the date of maturity of the AGI New Senior Credit Agreement, or 120 days prior to the earlier date of maturity of the AGI Notes and the AGH Notes. Interest under the revolving loans under the CW Credit Facility floats at either 3.25% over the base rate (defined as the greater of the prime rate, federal funds rate plus 50 basis points or 1 month LIBOR) for borrowings whose interest is based on the prime rate or 3.25% over the LIBOR rate (defined as the greater of LIBOR rate applicable to the period of the respective LIBOR borrowings or 1.0%) for borrowings whose interest is based on LIBOR. Borrowings under the CW Credit Facility are based on the borrowing base of eligible inventory and accounts receivable of Camping World and its subsidiaries. The CW Credit Facility contains affirmative covenants, including financial covenants, and negative covenants. Borrowings under the Camping World Credit Agreement are guaranteed by the direct and indirect subsidiaries of Camping World and are secured by a pledge on the stock of Camping World and its direct and indirect subsidiaries and liens on the assets of Camping World and its direct and

indirect subsidiaries. The lenders under the AGI New Senior Credit Agreement and the CW Credit Facility have entered into an intercreditor agreement that governs their rights in the collateral that is pledged to secure their respective loans.

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~~

10.36 Second Amended and Restated Credit Agreement dated as of March 1, 2010 among Affinity Group, Inc., the Guarantors party hereto, the Lenders party hereto and Wilmington Trust FSB, as Administrative Agent.

10.37 Credit Agreement dated as of March 1, 2010, among Camping World, Inc. and CWI, Inc., as Borrowers, the certain Subsidiaries of Borrowers party hereto as Guarantors, the financial institutions party hereto as the Lenders, SunTrust Bank, as the Issuing Bank, and SunTrust Bank, as the Administrative Agent.

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: February 16, 2010	/s/ Thomas F. Wolfe
Date: March 3, 2010	/s/ Thomas F. Wolfe
	Thomas F. Wolfe
	Senior Vice President
	and Chief Financial Officer

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