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.


 


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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).


 


13

















 


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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