Attached files
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EX-10.1 - EX-10.1 - GOOD SAM ENTERPRISES, LLC | a12-2185_1ex10d1.htm |
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): December 29, 2011
GOOD SAM ENTERPRISES, LLC
(Exact name of company as specified in its charter)
Delaware |
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333-173290 |
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13-3377709 |
(State of incorporation) |
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Commission File Number |
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(IRS Employer |
2575 Vista Del Mar Drive |
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(805) 667-4100 |
Ventura, CA 93001 |
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(Registrants telephone |
(Address of executive offices) |
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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))
Item 1.01 Entry into a Material Definitive Agreement.
On December 29, 2011, Good Sam Enterprises, LLC (the Company) amended a promissory note dated December 5, 2001 in the original amount of $4,835,000 (the Note) issued by AGRP Holding Corp. (AGRP), a corporation controlled by Stephen Adams who indirectly owns a controlling interest in the Company. The Note was made in connection with the sale of certain real estate (the AGRP Sites) by the Company to AGRP and the leaseback of the AGRP Sites pursuant to leases (the Leases) with unexpired terms of 15 years or more. The Company and AGRP are also parties to a management agreement dated December 6, 2001 (the Management Agreement) pursuant to which the Company agreed to manage the AGRP Sites on behalf of AGRP and AGRP agreed to pay the Company a management fee (the Management Fee) equal in amount to the difference between the base rent payable under the Leases and the amount of AGRPs debt service for the AGRP Sites. AGRPs debt service was scheduled to increase on January 1, 2012 by $506,563 annually, which would have resulted in an increase in net rent of $506,563 annually. In consideration of AGRPs agreement to amend the Management Agreement to provide that the Management Fee payable to the Company by AGRP will not be reduced on account of changes in debt service on AGRPs indebtedness, the amendment to the Note extends all payments of principal and interest on the Note until maturity, whether by acceleration or otherwise, of the Companys 11.50% Senior Secured Notes Due 2016.
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:
Description of Exhibit |
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Exhibit No. |
Amendment to Unsecured Promissory Note dated December 29, 2011 between Good Sam Enterprises, LLC and AGRP Holding Corp. |
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10.1 |