Exhibit 10.43


 


SECOND AMENDED AND RESTATED


COOPERATIVE RESOURCES AGREEMENT


 


SECOND AMENDED AND RESTATED COOPERATIVE RESOURCES AGREEMENT dated as of
January 1, 2010, by and among (i) AFFINITY GROUP, INC., a
Delaware corporation (“AGI”), (ii) FREEDOMROADS HOLDING COMPANY, LLC, a
Minnesota limited liability company (“FreedomRoads”), and (iii) CAMPING
WORLD, INC., a Kentucky corporation, and CWI, INC., a Kentucky
corporation (“CW”).


 


WITNESSETH:


 


WHEREAS, AGI is the leading member-based direct marketing
organization targeting North American RV owners, campers and outdoor
enthusiasts; and


 


WHEREAS, since the acquisition of CW by AGI in 1997, AGI has
managed, maintained, controlled and monitored the CW Database and CW has sold
and distributed AGI’s products through CW’s retail locations and other
distribution channels, and CW and AGI have furthered their respective business
strategies and enhanced their respective competitive prospects by providing
opportunities to cross sell each other’s club memberships, providing access to
each other’s distribution channels, and providing opportunities to reduce
membership costs and solicitation costs and to consolidate administrative
support for certain products and services; and


 


WHEARES, FR is an affiliate of AGI and is the leading North
American dealer in RVs; and


 


WHEREAS, AGI, FR and CW have had an existing and ongoing
agreement with respect to the continuing cooperative sharing of resources as
described in that certain Cooperative Resources Agreement dated as of January 1,
2005, as amended, and AGI, FR and CW wish to supplement, modify and expand the
rights and obligations of the parties and are hereby amending and restating the
existing agreement between them in its entirety for that purpose.


 


NOW, THEREFORE, in consideration of the premises and of the
respective representations, warranties, covenants, agreement and conditions
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:


 


I


DEFINED TERMS


 


The
introduction and Recitals above are incorporated herein by reference and are a
material part of this Agreement. 
Capitalized terms used herein shall have the meanings given to them
herein.  The following terms shall have
the following meanings:


 

















 


1.1          An “Affiliate” of any person or entity
means any person, firm, corporation, company, partnership, association, or
other legal entity, directly or indirectly, controlling, controlled by, or
under common control with said person or entity; provided, however, that for
purposes of this Agreement, CW and AGI shall be deemed to not be Affiliates of
each other and FR and AGI shall be deemed to not be Affiliates of each other.


 


1.2          “AGI” means, collectively, Affinity
Group, Inc., a Delaware corporation and its subsidiaries.


 


1.3          “AGI Benefits” is defined in Section 4.1
of this Agreement.


 


1.4          “AGI Business” means (a) the
business of club memberships, including, specifically, the AGI Clubs, and
related products and services, including magazines, directories and other
publications, and (b) the media business.


 


1.5          “AGI Clubs” means the Good Sam Club,
Camp Club USA, the Coast to Coast membership clubs, and Golf Card, in each case
operated by Affinity or its Affiliates.


 


1.6          “AGI Club Member Report” is defined in
Section 3.2(d) of this Agreement.


 


1.7          “AGI Database” means the Database of
AGI customers.


 


1.8          “AGI Marketing Channels” means the
marketing channels used by AGI in connection with the AGI Business.


 


1.9          “CW” means, collectively, Camping
World, Inc., a Kentucky corporation, and its subsidiaries and Affiliates.


 


1.10        “CW Benefits” is defined in Section 3.1
of this Agreement.


 


1.11        “CW Business” means the business of
selling RV-related parts, accessories and other consumer products, including
the President’s Club as a buying club for CW customers.


 


1.12        “CW Customer Report” is defined in
Section 4.2(d) of this Agreement.


 


1.13        “CW Database” means the Database of CW
customers.


 


1.14        “Camping World Marks” means the logos,
service marks, trade names, trademarks and other intellectual property of
Camping World used by Camping World in the operation of its business.


 


1.15        “Change of Control” means, with respect
to any party, the occurrence of any of the following events subsequent to the
Effective Date:  (a) any person or
entity other than (i) the holders of the voting interests of such party on
the Effective Date, or (ii) any Affiliate of any such holders, or (iii) any
other person who or which is a spouse, widow, widower, lineal descendant,
sibling or the issue of any of the foregoing or a heir or legatee of any holder
of the voting interests of such party 


 


2

















 


on
the Effective Date (or any trust, partnership or other estate planning vehicle
established for the benefit of any of the foregoing), directly or indirectly,
owns more than fifty percent (50%) of the aggregate voting power of all classes
of voting interests of such party; or (b) such party amalgamates or consolidates
with, or merges with or into, another entity or sells, assigns, conveys,
transfers, leases or otherwise disposes of all, or substantially all, of its
assets to any other person or entity, or such party amalgamates or consolidates
with, or merges with or into, such person or entity, in any such event pursuant
to a transaction in which the outstanding voting interests of all classes of
such person is converted into or exchanged for cash, securities or other
property, other than any such transaction in which (i) the outstanding
voting interests of each class is converted into or exchanged for voting
interests of the surviving or transferee company or corporation, and (ii) the
holders of each class of the voting interests of such party, immediately prior to
such transaction own, directly or indirectly, not less than a majority of each
class of the voting interests of the surviving or transferee company or
corporation immediately after such transaction.


 


1.16        “Database” is defined in Section 8.1
of this Agreement.


 


1.17        “Effective Date” means January 1,
2010.


 


1.18        “FR” means FreedomRoads Holding, LLC.


 


1.19        “FR Benefits” is defined in Section 5.1
of this Agreement.


 


1.20        “FR Business” means RV sales, rental, service and parts operations.


 


1.21        “FR Database” means the Database of FR
customers.


 


1.22        “FR License” is defined in Section 5.3
of this Agreement.


 


1.23        “FR LLC” means FreedomRoads, LLC and its
operating subsidiaries.


 


1.24        “FR License” is defined in Section 5.3
of this Agreement.


 


1.25        “License Fee” is defined in Section 5.5
of this Agreement.


 


1.26        “Marks” means, with respect to any
entity or business, the logos, service marks, trade names, trademarks and other
intellectual property of that entity or business.


 


1.27        “Most Favored Nations Rates” means the
most favored rates made available to third parties with respect to the product
or service to which the rates are being applied


 


1.28        “President’s Club” means the discount
buying club for CW Products as operated by CW on the Effective Date.


 


1.29        “RV” or “RVs” means recreational
vehicles, boats, travel trailers, and motor homes and such other products as
may be hereinafter designated by mutual agreement between AGI, FR and CW.


 


3

















 


1.30        “Transfer” is defined in Section 10.3
of this Agreement.


 


1.31        “Term” is defined in Section 2.1 of
this Agreement.


 


II


TERM


 


2.1          This term of this
Agreement (the “Term”) shall commence on the Effective Date hereof and shall
continue for a period of twenty-five years, subject to extension or earlier
termination as set forth herein.


 


2.2          The Term shall be
automatically extended for additional successive five year periods unless, at
least 90 days, but not earlier than 360 days, prior to the expiration of the
then current Term, either party shall have notified the other party in writing
of its intent not to extend the Term.


 


2.3          The rights of a party
under this Agreement may be terminated as follows:


 


(a)           A party may terminate the rights of another party under
this Agreement if there shall be entered a decree or order for relief in
respect of such other party or any subsidiary of such other party under any
applicable federal or state bankruptcy law or other similar law, or appointing
a receiver, liquidator, assignee, trustee, custodian, sequestrator, or similar
official of such other party or any subsidiary of such other party or of any
substantial part of its properties, or ordering the winding-up or liquidation
of the affairs of such other party or any subsidiary of such other party, or
(ii) an involuntary petition shall be filed against such other party or
any subsidiary of such other party and a temporary stay entered and (A) such
petition and stay shall not be diligently contested, or (B) any such
petition and stay shall continue undismissed for a period of forty-five (45)
consecutive days;


 


(b)           A party may terminate the rights of another party under
this Agreement if such other party or any subsidiary of such other party shall
commence an insolvency proceeding or such other party or any subsidiary of such
other party shall consent to the institution of an insolvency proceeding or to
the appointment or taking of possession of a receiver, liquidator, assignee,
trustee, custodian, sequestrator, or other similar official of such other party
or any subsidiary of such other party or of any substantial part of its
properties, or such other party or any subsidiary of such other party shall
fail generally to pay its debts as they become due, or such other party or any
subsidiary of such other party shall take any action in furtherance of any such
action;


 


(c)           A party may terminate the rights of another party under
this Agreement if final judgment shall be entered by any court against such
other party or any subsidiary of such other party for the payment of money
which exceeds, together with all such other judgments of such other party or
any subsidiary of such other party, $2,500,000 in the aggregate.


 


(d)           A party may terminate the rights of another party under
this Agreement if there shall occur any default under any agreement or other
instrument to which such other party or any subsidiary of such other party is a
party which is likely to result in a claim against such 


 


4

















 


other party or any subsidiary of such other party in
an aggregate amount exceeding $2,500,000.


 


(e)           A party may terminate the rights of another party under
this Agreement if there shall occur a Change of Control with respect to such
other party.


 


III


CW BENEFITS


 


3.1          AGI and FR each
hereby grants to CW the right and authority to access and utilize the rights
and benefits described in this Agreement (collectively the “CW Benefits”).  The parties intend this grant of a right by
AGI and FR to CW to be construed broadly, and not narrowly, to be substantially
consistent with the manner in which such benefits have been accessed and
utilized by CW during periods prior to the Effective Date.


 


3.2          In furtherance of the
rights granted to CW in subsection 3.1 above, AGI and FR hereby grant to CW the
following rights, respectively, with respect to the AGI Business and the FR
Business (and, if outside the scope of the AGI Business or FR Business, subject
to prior written grant by AGI or FR, as the case may be):


 


(a)            The right,
respectively, to use the AGI and FR Database sand such other information
relating to AGI and FR customers as CW may reasonably request, subject to
compliance with applicable governmental laws, agreements restricting such use
and such controls as AGI or FR, as the case may be, shall impose with respect
to such access and use.


 


(b)            The right to
receive reports, in such form as reasonably requested by CW (each a
“Member/Customer Report”) which shall include (i) an updated
member/customer list containing the most current names, addresses and other
data available to AGI or FR, as the case may be with respect to its
members/customers, (ii) a list of the most current Database of information
available to AGI and FR with respect to, in the case of AGI, the Good Sam Club
members and, in the case of FR, its customer contacts , (iii) a list of
new members/customers since the last 
Member/Customer Report, (iv) any changes or corrections, of which
AGI or FR is aware, to the last Member/Customer Report delivered to CW or to
any customer or member information previously delivered to CW, and (v) such
other information in the possession of AGI or FR relating, in the case of AGI,
to Good Sam Club members and, in the case of FR, to FR customers, as CW may
reasonably request.


 


3.3          The parties hereto
acknowledge that AGI and FR provide names and addresses of their respective
members and customers to other entities and agree that AGI and FR may continue
to provide names and addresses of customers to other entities with respect to
their respective businesses, products and services.


 


3.5          AGI and FR shall
make, and cause their respective subsidiaries to make, their respective books
and records available to the employees and agents of CW for purposes of
verifying that the obligations undertaken by AGI and FR under this Agreement
have been met.  Any such examination
shall occur during normal business hours, and shall be conducted in a manner
designed not to be disruptive of the normal business activities of such first
party.


 


5

















 


3.6          CW shall conduct all
activities with respect to the benefits provided herein in accordance with
applicable law and in accordance with quality standards substantially similar
to the quality standards used by CW as part of the CW Business.


 


3.7          The rights granted to
CW hereunder may not be assigned by CW without the prior written consent of AGI
and FR.


 


IV


AGI BENEFITS


 


4.1          CW and FR hereby
grant to AGI the right and authority to access and utilize the rights and
benefits described in this Agreement (collectively the “AGI Benefits”).  The parties intend this grant of a right by
CW and FR to AGI to be construed broadly, and not narrowly, to be substantially
consistent with the manner in which such benefits have been accessed and utilized
by AGI during periods prior to the Effective Date.


 


4.2          In furtherance of the
right granted to AGI in subsection 4.1 above, CW and FR hereby grant to AGI the
following rights with respect to the CW Business and FR Business (and, if
outside the scope of the CW Business or FR Business, subject to prior written
grant by CW or FR, as the case may be):


 


(a)           The right to use the
CW and FR Database and such other information relating to CW and FR customers
as AGI may reasonably request, subject to compliance with applicable
governmental laws, agreements existing on the Effective Date restricting such
use and such controls as CW and FR shall impose with respect to such access and
use.


 


(b)           The right to receive
reports, in such form as reasonably requested by AGI (each a “Member/Customer
Report”) which shall include (i) an updated customer list containing the
most current names, addresses and other data available to CW and FR with
respect to its respective customers, (ii) a list of the most current
Database of information available to CW and FR with respect to the President’s
Club members in the case of CW and customers in the case of FR, (iii) a
list of new CW and FR customers and new President’s Club members since the last
Member/Customer Report, (iv) any changes or corrections, of which CW or FR
is aware, to the last Member/Customer Report delivered to AGI or to any
customer or President’s Club member information previously delivered to AGI,
and (v) such other information in the possession of CW or FR relating to,
in the case of CW to customers or President’s Club members and, in the case of
FR,  FR customers, as AGI may reasonably
request.


 


4.3          The parties hereto
acknowledge that CW and FR provide names and addresses of their respective
members and customers to other entities and agree that CW and FR may continue
to provide names and addresses of customers to other entities with respect to
their respective businesses, products and services.


 


4.4          CW and FR shall make,
and cause their respective subsidiaries to make, their respective books and
records available to the employees and agents of AGI for purposes of verifying
that the obligations undertaken by CW and FR under this Agreement have been
met.  Any


 


6

















 


such examination shall occur during normal business hours, and shall be
conducted in a manner designed not to be disruptive of the normal business
activities of such first party.


 


4.6          AGI shall conduct all
activities with respect to the benefits provided herein in accordance with
applicable law and in accordance with quality standards substantially similar
to the quality standards used by AGI as part of the AGI Business.


 


4.7          The rights granted to
AGI hereunder may not be assigned by AGI without the prior written consent of
CW and FR.


 


V


FR BENEFITS


 


5.1          AGI and CW hereby
grant to FR the right and authority to access and utilize the rights and
benefits described in this Agreement (collectively the “FR Benefits”).  The parties intend this grant of a right by
AGI and CW to FR to be construed broadly, and not narrowly, to be substantially
consistent with the manner in which such benefits have been accessed and
utilized by FR during periods prior to the Effective Date.


 


5.2          In furtherance of the
right granted to FR in subsection 5.1 above, AGI and CW hereby grant to FR the
following rights with respect to the AGI Business and CW Business (and, if
outside the scope of the AGI Business or CW Business, subject to prior written
grant by AGI or CW, as the case may be):


 


(a)           AGI and CW hereby
grant to FR the right to use the AGI and CW Databases and such other
information relating to AGI and CW customers as FR may reasonably request,
subject to compliance with applicable governmental laws, agreements existing on
the Effective Date restricting such use and such controls as AGI or CW shall
impose with respect to such access and use.


 


(b)           The right to receive
reports, in such form as reasonably requested by FR (each a “Member/Customer
Report”) which shall include (i) an updated customer list containing the
most current names, addresses and other data available to AGI and FR with
respect to its respective customers, (ii) a list of the most current
Database of information available to AGI and FR with respect to the President’s
Club members in the case of CW and the Good Sam Club in the case of AGI, (iii) a
list of new CW and AGI customers and new President’s Club and Good Sam Club
members since the last Member/Customer Report, (iv) any changes or
corrections, of which CW or AGI is aware, to the last Member/Customer Report
delivered to FR or to any Good Sam Club member or President’s Club member
information previously delivered to FR, and (v) such other information in
the possession of AGI or FR relating to, in the case of CW to customers or
President’s Club members and, in the case of AGI,  to customers or Good Sam Club members, as FR
may reasonably request


 


(c)           AGI and CW hereby
grant to FR the right to market and advertise the FR Business in all AGI
Marketing Channels or CW Marketing Channels on a Most Favored Nations Rate
basis. FR shall pay the costs to AGI or CW, as the case may be, of marketing
and advertising in the AGI 


 


7

















 


Marketing Channels or CW Marketing Channels, such costs to be paid in
accordance with AGI’s payment policies for such marketing and advertising.


 


5.3          AGI hereby grants to
FR the non-transferable right
(the “FR License”) to use the CW Marks in connection with the FR Business.  FR undertakes to use the CW Marks only in accordance
with existing laws and the provisions of this Agreement.  FR recognizes CW’s exclusive ownership of the
CW Marks and undertakes not to derive or claim any ownership rights from its
use of the CW Marks.  The license granted
hereby shall inure solely to the benefit of FR and no rights or interest
therein shall be assigned by FR to any third party, including, without
limitation, FR LLC, and no third party, including, without limitation, FR LLC,
shall be deemed a third party beneficiary thereof.  The FR License shall terminate simultaneously
with any termination of AGI’s right to use the CW Marks.


 


5.4          The CW Marks shall not be used by FR in any manner other
than in connection with the FR Business.  FR shall use the CW Marks in a manner
conforming to the quality standards for products and services in place for CW’s
products and services and in a manner that preserves and protects the goodwill
and quality of the CW Marks.  If AGI, in its sole discretion, determines that the
use of the CW Marks does not conform to those quality standards for any reason,
AGI may terminate the FR
License without notice to FR.  AGI shall have the right from time to time to
inspect and review the use of the CW Marks for compliance with this paragraph.


 


5.5          Beginning with the calendar
quarter commencing on October 1, 2010, and continuing for each calendar
quarter thereafter until termination of the FR License, FR shall pay to AGI a
fee equal to $937,500 per quarter (the “License Fee”).  The License Fee shall be paid quarterly on or
before the last day of each calendar quarter.


 


5.7          FR undertakes to bear
the costs of maintaining the CW Marks and of defending them against attacks by
third parties.  FR shall defend the CW
Marks at its cost against third party infringement or dilution.  AGI and CW shall reasonably assist FR in such
defense.  Each party shall immediately
inform the other of any acts of infringement by third parties of which it
becomes aware.  Should a third party
bring proceedings against FR as a result of use of one of the CW Marks, seeking
relief and/or compensation, FR shall immediately notify AGI.


 


5.8          Any taxes to be paid in connection with FR’s use of the CW
Marks shall be paid by FR.


 


5.9          FR undertakes to indemnify AGI and CW against claims by
third parties which are made against AGI or CW arising from FR’s use of the CW
Marks or the operation of FR’s business.


 


5.10        All
rights related to the CW Marks, whether existing on the date of this Agreement,
arising from the use of the CW Marks during the term of this Agreement, or
otherwise, are deemed to be acquired for the benefit of AGI and CW and, upon termination of this Agreement, FR shall
take all such action as is reasonably requested by AGI or CW to acknowledge and evidence such ownership.


 


8






 


 












 


5.11        Upon expiration of the FR License, FR shall no longer use the
CW Marks and shall not use any designations or designs which are confusingly
similar to the CW Marks.


 


5.12        FR shall make its
books and records available to AGI and CW and
their respective employees and agents for purposes of verifying that the
obligations of FR under this Agreement have been met.  Any such examination shall occur during
normal business hours, and shall be conducted in a manner designed not to be
disruptive of the normal business activities of FR.


 


5.13        FR shall conduct all
activities with respect to the benefits provided herein in accordance with
applicable law and in accordance with quality standards substantially similar
to the quality standards used by FR as part of the FR Business.


 


5.14        The
rights granted to FR hereunder may not be assigned by FR.


 


VI


LICENSE TO AGI


 


6.1          CW hereby grants to
AGI the non-transferable right
(the “License”) to use the CW Marks.  AGI
undertakes to use the CW Marks only in accordance with existing laws and the
provisions of this Agreement.  AGI
recognizes CW’s exclusive ownership of the CW Marks and undertakes not to
derive or claim any ownership rights from its use of the CW Marks.  The License shall terminate at such time as
CW is no longer a subsidiary of AGI.


 


6.2          AGI shall use the CW Marks in a manner conforming to the
quality standards for products and services in place for CW’s products and
services and in a manner that preserves and protects the goodwill and quality
of the CW Marks.  If CW, in its sole
discretion, determines that the use of the CW Marks does not conform to those
quality standards for any reason, CW may terminate the License without notice
to AGI.  CW shall have the right from
time to time to inspect and review the use of the CW Marks for compliance with
this paragraph.


 


6.3          AGI  undertakes to bear the costs of maintaining the CW Marks and of
defending them against attacks by third parties.  AGI shall defend the CW Marks at its cost
against third party infringement or dilution. 
CW shall reasonably assist AGI in such defence. 
Each party shall immediately inform the other of any acts of
infringement by third parties of which it becomes aware.  Should a third party bring proceedings against
AGI as a result of use of one of the CW Marks, seeking relief and/or
compensation, AGI shall immediately notify CW.


 


6.4          Any taxes to be paid in connection with AGI’s use of the CW
Marks shall be paid by AGI.


 


6.5          AGI undertakes to indemnify CW against claims by third
parties which are made against CW arising from AGI’s use of the CW Marks.


 


6.6          All rights related to the CW Marks, whether existing on the
date of this Agreement, arising from the use of the CW Marks during the term of
this Agreement, or otherwise, are deemed


 


9

















 


to be acquired for the
benefit of CW and, upon termination of
this Agreement, AGI shall take all such action as is reasonably requested by CW to acknowledge and evidence such ownership.


 


6.7          Upon expiration of the Term, AGI shall no longer use the CW
Marks and shall not use any designations or designs which are confusingly
similar to the CW Marks.


 


6.8          AGI shall make its
books and records available to AGI and CW and their respective employees and
agents for purposes of verifying that the obligations of AGI under this
Agreement have been met.  Any such
examination shall occur during normal business hours, and shall be conducted in
a manner designed not to be disruptive of the normal business activities of
AGI.


 


6.9          AGI shall conduct all
activities with respect to the benefits provided herein in accordance with
applicable law and in accordance with quality standards substantially similar
to the quality standards used by AGI as part of the AGI Business.


 


6.10        The rights granted to AGI hereunder may be assigned or sublicenses by AGI but any such assignment or sublicense shall be
subject to the terms of the License.


 


VII


CONSIDERATION AND REIMBURSEMENT OF EXPENSES


 


7.1          Except for the License Fee, and
payments for advertising, list maintenance and management costs and other costs
and expenses as otherwise specifically set forth herein, the consideration and
compensation from each party hereto owed to the other party hereto is the
fulfillment by such first party of its obligations hereunder to such second
party.  All marketing and advertising
shall be at Most Favored Nations Rates and shall be paid in accordance with the
payment policies of the billing party.


 


VIII


DATABASE


 


8.1          Database.  During the Term, the customer databases, mailing
lists and other information relating to customers of AGI, CW, FR, and their
respective subsidiaries (collectively, the “Database”) shall be managed,
maintained and monitored by AGI.  No
party other than AGI, CW or FR shall have the right to access or use the
Database except as otherwise contemplated herein.  As part of the consideration of the right of
FR to use the AGI Database and the CW Database, FR agrees to pay the costs
associated with such management.  AGI
shall use its best efforts to obtain the best available pricing and shall
cooperate with FR in doing so.  Each
party hereto agrees not to use the Database of another party hereto for the
benefit of a business that competes with the business of such other party.  Except as otherwise set forth herein and in
the Database Agreement and the mutual covenants and agreements of the parties
herein, no party shall be required to pay for the use of the information
contained in the Database.


 


10

















 


IX


CONFIDENTIALITY


 


9.1          Each party hereto
hereby agrees that it has received, and will be receiving, from each other
party hereto information that is confidential and highly proprietary, which
confidential and highly proprietary information may include customer lists,
customer reports and other information relating to the business and operations
of such other party and such party hereby agrees that it has kept, and will
continue to keep, such confidential information confidential and it has not
used, and it will not use, it in any way detrimental to the providing person or
its affiliates (it being understood that such confidential information may be
so disclosed to the extent necessary or required in order to comply with
applicable law, rule or regulation or for legal, administrative or
regulatory reasons or in order to enforce any rights hereunder).  Confidential information shall not include
information which (i) was or becomes generally available to the public
other than as a result of disclosure by such first party or its directors,
officers, employees or agents, (ii) was or becomes available to such first
party on a nonconfidential basis prior to its disclosure to them by the other
party, or (iii) was or becomes available to such first party on a
nonconfidential basis from a source other than such other party’s directors,
officers, employees or agents, provided that such source is not bound by a
confidentiality agreement with respect to such information.


 


9.2          Each party hereto
hereby agrees that it will not, directly or indirectly, solicit for employment
or hire or retain any employee of the other party or of the other party’s
affiliates; provided that the foregoing provision will not prevent any
solicitation of employment not specifically directed toward the other party’s
or such other party’s affiliates employees, advisors or agents.


 


9.3          Each party hereto
hereby agrees that it will not, directly or indirectly, take any action or
enter into any agreement or relationship that is intended to circumvent the
purposes of this Agreement.


 


9.4          Each party hereto
hereby agrees that this Agreement is personal to AGI and its subsidiaries, CW
and its subsidiaries, and FR and its subsidiaries.  Without the prior express written consent of
AGI or FR, as applicable, the CW Benefits and all other rights of CW under this
Agreement may be utilized only by CW and its subsidiaries in connection with
the operation of the CW Business, and not (a) by any other party,
including Affiliates of CW, or (b) in connection with any business other
than the CW Business.  Without the
express written consent of CW or FR, as applicable, the AGI Benefits and all
other rights of AGI under this Agreement may be utilized only by AGI in
connection with the operation of the AGI Business, and not (i) by any
other party, including Affiliates of AGI, or (ii) in connection with any
business other than the AGI Business. 
Without the express written consent of AGI or CW, as applicable, the FR
Benefits and all other rights of FR under this Agreement may be utilized only
by FR and its subsidiaries on the terms set forth in this Agreement, and not (1) by
any other party, including Affiliates of FR, or (2) in connection with any
business other than the FR Business.


 


11

















 


X


REPRESENTATIONS AND WARRANTIES


 


10.1        Each party hereto
represents and warrants to the other parties hereto as follows:


 


(a)           the execution and
delivery of this Agreement has been duly authorized and adopted by resolution
or ratification by all necessary parties;


 


(b)           its obligations
under this Agreement are legal, valid and binding obligations enforceable
against it in accordance with its terms; and


 


(c)           it is not a party
to, or is bound by, any contractual agreement or instrument which would prevent
or impede or restrict its performance under this Agreement.


 


XI


MISCELLANEOUS


 


11.1        No party hereto shall
hold itself out as being the agent, representative, employee or the principal
of any other party hereto.  This
Agreement does not constitute any party hereto the agent of the other, nor does
it create a partnership, a consortium, an association, a joint venture, or any
form of juristic person or entity.  No
party hereto shall have any authority or right to assume or create obligations
of any kind or nature, express or implied, on behalf of, or in the name of any
other party, nor to accept service of any legal process of any kind addressed
to or intended for any other party, nor to bind any other party in any respect,
without the specific prior written authorization of such other party.


 


11.2        Each party hereto
agrees to indemnify and hold harmless the other parties hereto and the
subsidiaries of such other parties and its and their respective employees,
officers, directors, shareholders, agents and affiliates, from and against any
and all claims, demands, losses, damages, liabilities, law suits, and other
proceedings, judgment and awards, and costs and expenses (including, but not
limited to, reasonable attorneys’ fees) arising directly or indirectly in whole
or in part out of the performance by the other party or its subsidiaries (or
any of its or their respective employees, officers, directors, shareholders,
agents and affiliates) of their respective obligations under this Agreement.


 


11.3        No party hereto shall
sell, assign or transfer (including a sale, assignment or transfer by merger,
consolidation or in any other manner but excluding a pledge. transfer or
collateral assignment to a lender) (collectively “Transfer”), any of its rights
or obligations contemplated by in this Agreement without first obtaining the
written consent of the other parties hereto. 
No person or entity shall be a third party beneficiary hereof or shall
be entitled to exercise any right hereunder. 
This Agreement shall inure to the benefit of and be binding upon the
parties (including, without limitation, each subsidiary of AGI, FR and CW,
respectively), their successors, trustees, permitted assigns, receivers and
legal representatives but shall not inure to the benefit of any other person or
entity, except as specifically contemplated by this Section 11.3.  No party hereto shall Transfer (or permit any
of its respective subsidiaries to Transfer) all or substantially all of its
assets or any


 


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business unit unless the transferee or acquiring entity confirms in
writing that it continues to be subject to all of the terms of this Agreement.


 


11.4        This Agreement
contains the entire and only agreement between the parties with respect to the
subject matter hereof, and no oral statements or representations or prior
written matter not contained herein or therein shall have any force or
effect.  This Agreement shall not be
modified in any way except by a writing subscribed by the parties by their duly
authorized representatives.  No amendment
of this Agreement or its exhibits or schedules shall be of any force or effect
unless reduced to writing and executed in writing by the parties hereto the
same manner as the present Agreement.


 


11.5        All notices under this
Agreement must be in writing and shall be delivered by (i) certified or
registered mail, postage prepaid, return receipt requested, or (ii) reputable
overnight commercial courier or delivery service, or (iii) by facsimile
transmission confirmed by certified or registered mail or commercial courier or
delivery service as follows:


 


To AGI:


 


Affinity Group, Inc.


2575 Vista Del Mar Drive


Ventura, CA  93001


Attention:  President


Telephone:  (805) 667-4100


 


To CW:


 


CWI, Inc.


650 Three Springs Road


Bowling Green, Kentucky  42104


Attention:  President


Telephone:  (270) 781-2718


 


To FR:


 


FreedomRoads Holding Company, LLC


250 Parkway Drive


Suite 320


Lincolnshire, IL 60069


Attention:  President


Telephone:  (847) 808-3000


 


All notices, consents, waivers, and other communications under this
Agreement shall be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt),
or (b) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses set forth above
(or to such other addresses as a party may designate by notice to the other
party).


 


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11.6        THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ALL RESPECTS ACCORDING TO THE
INTERNAL LAWS OF THE STATE OF DELAWARE, DETERMINED WITHOUT REFERENCE TO
CONFLICT OF LAW PRINCIPLES.


 


11.7        The parties hereto
recognize that a breach of this Agreement would cause irreparable injury and
that damages at law would be difficult to ascertain.  The parties hereto therefore consent to the
granting of equitable relief by way of a restraining order or temporary or
permanent injunction by any court of competent jurisdiction to prohibit the
breach or enforce the performance of the covenants contained in this Agreement.


 


11.8        In the event that any
of the provisions of this Agreement are held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision thereof and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein and the parties hereto shall to the fullest extent possible
modify any such provision to the extent required to carry out the general
intention of this Agreement and to impart validity thereto.


 


11.9        No forbearance,
indulgence, or relaxation or inaction by any party at any time to require
performance of any provisions of this Agreement shall in any way affect,
diminish or prejudice the right of a party hereto to require performance of
that provision and any waiver or acquiescence by any party hereto in any breach
of any provision of this Agreement shall not be construed as a waiver or
acquiescence in any continuing or succeeding breach of such provision, a waiver
or an amendment of the provision itself or a waiver of any right under or
arising out of this Agreement or acquiescence in or recognition of rights
and/or positions other than as expressly stipulated in this Agreement.


 


11.10      This Agreement may be
executed in any number of counterparts each of which shall be deemed to be an
original and all of which shall constitute one and the same Agreement.


 


[The remainder of this page is intentionally blank.  Signature page follows.]


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the date first written above.


 


 


	
   

  	
  CWI, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brent Moody

  
	
   

  	
  Its:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AFFINITY
  GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Schneider

  
	
   

  	
  Its:

  	
  President,
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  FREEDOMROADS
  HOLDING COMPANY, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marcus Lemonis

  
	
   

  	
  Its:

  	
  Chief
  Executive Officer

  



 


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