VENTURA, Calif. -- Affinity Group extended payment to investors holding the company's 10 7/8 percent senior notes from Dec. 29 to Jan. 12, according to information filed today with the Securities Exchange Commission. It is the eleventh extension the company has sought since the payment was originally due Sept. 14.
On Sept. 14, Affinity Group Holding, Inc. received consent letters (the “institutional consents”) from certain institutional holders of its 10 7/8 percent senior notes due 2012 (the “AGHI notes”) holding in the aggregate $65,835,969 principal amount of the AGHI Notes outstanding and consent letters (the “other consents” and collectively with the Institutional Consents called the “Consents”) from certain non-institutional holders of the AGHI notes holding in the aggregate $46,555,946 principal amount of the AGHI notes outstanding.

The aggregate principal amount of the AGHI Notes outstanding is $113,648,603 so the holders executing the Consents held 98.9 percent of the outstanding principal amount of the AGHI notes. On Sept.14, 2009, the company paid the interest on the remaining $1,256,688 principal amount of AGHI notes that are outstanding and for which an institutional consent or an other consent was not obtained.

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 Aug. 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 0.25 percent of the principal amount to the holders who signed the Institutional Consents or an aggregate of $164,600. As of Dec. 29, 2009, the holders who signed the institutional consents have agreed to extend the interest payment date on their AGHI notes to Jan. 12, 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.

SOURCE: Securities Exchange Commission filing