**Exhibit 10.43**

 

**SECOND AMENDED AND RESTATED**

**COOPERATIVE RESOURCES AGREEMENT**

 

**SECOND AMENDED AND RESTATED COOPERATIVE RESOURCES AGREEMENT** dated as ofJanuary 1, 2010, by and among (i) AFFINITY GROUP, INC., aDelaware corporation (“AGI”), (ii) FREEDOMROADS HOLDING COMPANY, LLC, aMinnesota limited liability company (“FreedomRoads”), and (iii) CAMPINGWORLD, INC., a Kentucky corporation, and CWI, INC., a Kentuckycorporation (“CW”).

 

**WITNESSETH**:

 

**WHEREAS,** AGI is the leading member-based direct marketingorganization targeting North American RV owners, campers and outdoorenthusiasts; and

 

**WHEREAS,** since the acquisition of CW by AGI in 1997, AGI hasmanaged, maintained, controlled and monitored the CW Database and CW has soldand distributed AGI’s products through CW’s retail locations and otherdistribution channels, and CW and AGI have furthered their respective businessstrategies and enhanced their respective competitive prospects by providingopportunities to cross sell each other’s club memberships, providing access toeach other’s distribution channels, and providing opportunities to reducemembership costs and solicitation costs and to consolidate administrativesupport for certain products and services; and

 

**WHEARES,**FR is an affiliate of AGI and is the leading NorthAmerican dealer in RVs; and

 

**WHEREAS,** AGI, FR and CW have had an existing and ongoingagreement with respect to the continuing cooperative sharing of resources asdescribed 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 therights and obligations of the parties and are hereby amending and restating theexisting agreement between them in its entirety for that purpose.

 

**NOW, THEREFORE**, in consideration of the premises and of therespective representations, warranties, covenants, agreement and conditionscontained herein, and for other good and valuable consideration, the receiptand sufficiency of which are hereby acknowledged, the parties hereby agree asfollows:

 

I

DEFINED TERMS

 

The introduction and Recitals above are incorporatedherein by reference and are a material part of this Agreement.  Capitalized terms used herein shall have themeanings given to them herein.  Thefollowing 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 orindirectly, controlling, controlled by, or under common control with said personor entity; provided, however, that for purposes of this Agreement, CW and AGIshall be deemed to not be Affiliates of each other and FR and AGI shall bedeemed to not be Affiliates of each other.

 

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

 

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

 

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

 

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

 

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

 

1.7           “AGIDatabase” means the Database of AGI customers.

 

1.8           “AGIMarketing Channels” means the marketing channels used by AGI in connection withthe AGI Business.

 

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

 

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

 

1.11         “CWBusiness” means the business of selling RV-related parts, accessories and otherconsumer products, including the President’s Club as a buying club for CWcustomers.

 

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

 

1.13         “CWDatabase” means the Database of CW customers.

 

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

 

1.15         “Changeof Control” means, with respect to any party, the occurrence of any of thefollowing events subsequent to the Effective Date:  (a) any person or entity other than (i) theholders of the voting interests of such party on the Effective Date, or (ii) anyAffiliate of any such holders, or (iii) any other person who or which is aspouse, widow, widower, lineal descendant, sibling or the issue of any of theforegoing or a heir or legatee of any holder of the voting interests of suchparty 

 

2

----

 

on the Effective Date (or any trust,partnership or other estate planning vehicle established for the benefit of anyof 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 orinto, another entity or sells, assigns, conveys, transfers, leases or otherwisedisposes of all, or substantially all, of its assets to any other person orentity, 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 theoutstanding voting interests of all classes of such person is converted into orexchanged for cash, securities or other property, other than any suchtransaction in which (i) the outstanding voting interests of each class isconverted into or exchanged for voting interests of the surviving or transfereecompany or corporation, and (ii) the holders of each class of the votinginterests of such party, immediately prior to such transaction own, directly orindirectly, not less than a majority of each class of the voting interests ofthe surviving or transferee company or corporation immediately after suchtransaction.

 

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

 

1.17         “EffectiveDate” means January 1, 2010.

 

1.18         “FR”means FreedomRoads Holding, LLC.

 

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

 

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

 

1.21         “FRDatabase” means the Database of FR customers.

 

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

 

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

 

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

 

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

 

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

 

1.27         “MostFavored Nations Rates” means the most favored rates made available to thirdparties with respect to the product or service to which the rates are beingapplied

 

1.28         “President’sClub” means the discount buying club for CW Products as operated by CW on theEffective Date.

 

1.29         “RV”or “RVs” means recreational vehicles, boats, travel trailers, and motor homesand such other products as may be hereinafter designated by mutual agreementbetween 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 aperiod of twenty-five years, subject to extension or earlier termination as setforth herein.

 

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

 

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

 

(a)           A party may terminate the rights ofanother party under this Agreement if there shall be entered a decree or orderfor relief in respect of such other party or any subsidiary of such other partyunder any applicable federal or state bankruptcy law or other similar law, orappointing a receiver, liquidator, assignee, trustee, custodian, sequestrator, orsimilar official of such other party or any subsidiary of such other party orof any substantial part of its properties, or ordering the winding-up orliquidation of the affairs of such other party or any subsidiary of such otherparty, or (ii) an involuntary petition shall be filed against such otherparty 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) anysuch petition and stay shall continue undismissed for a period of forty-five(45) consecutive days;

 

(b)           A party may terminate the rights ofanother party under this Agreement if such other party or any subsidiary ofsuch other party shall commence an insolvency proceeding or such other party orany subsidiary of such other party shall consent to the institution of aninsolvency proceeding or to the appointment or taking of possession of areceiver, liquidator, assignee, trustee, custodian, sequestrator, or othersimilar official of such other party or any subsidiary of such other party orof any substantial part of its properties, or such other party or anysubsidiary of such other party shall fail generally to pay its debts as theybecome due, or such other party or any subsidiary of such other party shalltake any action in furtherance of any such action;

 

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

 

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

 

4

----

 

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

 

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

 

III

CW BENEFITS

 

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

 

3.2           In furtherance of the rights grantedto 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, ifoutside the scope of the AGI Business or FR Business, subject to prior writtengrant by AGI or FR, as the case may be):

 

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

 

(b)           The right to receive reports, in suchform as reasonably requested by CW (each a “Member/Customer Report”) whichshall include (i) an updated member/customer list containing the mostcurrent names, addresses and other data available to AGI or FR, as the case maybe with respect to its members/customers, (ii) a list of the most currentDatabase of information available to AGI and FR with respect to, in the case ofAGI, 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 changesor corrections, of which AGI or FR is aware, to the last Member/Customer Reportdelivered to CW or to any customer or member information previously deliveredto CW, and (v) such other information in the possession of AGI or FRrelating, 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 thatAGI and FR provide names and addresses of their respective members andcustomers to other entities and agree that AGI and FR may continue to providenames and addresses of customers to other entities with respect to theirrespective businesses, products and services.

 

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

 

5

----

 

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

 

3.7           The rights granted to CW hereundermay 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 theright and authority to access and utilize the rights and benefits described inthis Agreement (collectively the “AGI Benefits”).  The parties intend this grant of a right byCW and FR to AGI to be construed broadly, and not narrowly, to be substantiallyconsistent with the manner in which such benefits have been accessed andutilized by AGI during periods prior to the Effective Date.

 

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

 

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

 

(b)           The right to receive reports, in suchform as reasonably requested by AGI (each a “Member/Customer Report”) whichshall include (i) an updated customer list containing the most currentnames, addresses and other data available to CW and FR with respect to itsrespective customers, (ii) a list of the most current Database ofinformation available to CW and FR with respect to the President’s Club membersin the case of CW and customers in the case of FR, (iii) a list of new CWand FR customers and new President’s Club members since the lastMember/Customer Report, (iv) any changes or corrections, of which CW or FRis aware, to the last Member/Customer Report delivered to AGI or to anycustomer 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 ofFR,  FR customers, as AGI may reasonablyrequest.

 

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

 

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

 

6

----

 

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

 

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

 

4.7           The rights granted to AGI hereundermay 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 theright and authority to access and utilize the rights and benefits described inthis Agreement (collectively the “FR Benefits”).  The parties intend this grant of a right byAGI and CW to FR to be construed broadly, and not narrowly, to be substantiallyconsistent with the manner in which such benefits have been accessed andutilized by FR during periods prior to the Effective Date.

 

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

 

(a)           AGI and CW hereby grant to FR theright to use the AGI and CW Databases and such other information relating toAGI and CW customers as FR may reasonably request, subject to compliance withapplicable governmental laws, agreements existing on the Effective Daterestricting such use and such controls as AGI or CW shall impose with respectto such access and use.

 

(b)           The right to receive reports, in suchform as reasonably requested by FR (each a “Member/Customer Report”) whichshall include (i) an updated customer list containing the most currentnames, addresses and other data available to AGI and FR with respect to itsrespective customers, (ii) a list of the most current Database ofinformation available to AGI and FR with respect to the President’s Clubmembers in the case of CW and the Good Sam Club in the case of AGI, (iii) alist of new CW and AGI customers and new President’s Club and Good Sam Clubmembers since the last Member/Customer Report, (iv) any changes orcorrections, of which CW or AGI is aware, to the last Member/Customer Reportdelivered to FR or to any Good Sam Club member or President’s Club memberinformation previously delivered to FR, and (v) such other information inthe possession of AGI or FR relating to, in the case of CW to customers orPresident’s Club members and, in the case of AGI,  to customers or Good Sam Club members, as FRmay reasonably request

 

(c)           AGI and CW hereby grant to FR theright to market and advertise the FR Business in all AGI Marketing Channels orCW Marketing Channels on a Most Favored Nations Rate basis. FR shall pay thecosts 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 suchmarketing and advertising.

 

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

 

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

 

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

 

5.7           FR undertakes to bear the costs ofmaintaining the CW Marks and of defending them against attacks by thirdparties.  FR shall defend the CW Marks atits cost against third party infringement or dilution.  AGI and CW shall reasonably assist FR in suchdefense.  Each party shall immediatelyinform the other of any acts of infringement by third parties of which itbecomes aware.  Should a third partybring proceedings against FR as a result of use of one of the CW Marks, seekingrelief and/or compensation, FR shall immediately notify AGI.

 

5.8           Anytaxes to be paid in connection with FR’s use of the CW Marks shall be paid byFR.

 

5.9           FRundertakes to indemnify AGI and CW against claims by third parties which aremade against AGI or CW arising from FR’s use of the CW Marks or the operationof FR’s business.

 

5.10         Allrights 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, orotherwise, are deemed to be acquired for the benefit of AGI and CW and, upon termination of this Agreement, FR shalltake all such action as is reasonably requested by AGI or CW to acknowledge and evidence such ownership.

 

8

----

 

5.11         Uponexpiration of the FR License, FR shall no longer use the CW Marks and shall notuse any designations or designs which are confusingly similar to the CW Marks.

 

5.12         FR shall make its books and recordsavailable to AGI and CW andtheir respective employees and agents for purposes of verifying that theobligations of FR under this Agreement have been met.  Any such examination shall occur duringnormal business hours, and shall be conducted in a manner designed not to bedisruptive of the normal business activities of FR.

 

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

 

## ***5.14         The rights granted to FR hereunder may not be assigned byFR.***

## *** ***

VI

## ***LICENSE TO AGI***

## *** ***

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

 

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

 

6.3           AGIundertakesto bear the costs of maintaining the CW Marks and of defending them againstattacks by third parties.  AGI shalldefend the CW Marks at its cost against third party infringement ordilution.  CW shall reasonably assist AGI in such defence. Each party shall immediately inform the other of any acts ofinfringement by third parties of which it becomes aware.  Should a third party bring proceedings againstAGI as a result of use of one of the CW Marks, seeking relief and/orcompensation, AGI shall immediately notify CW.

 

6.4           Anytaxes to be paid in connection with AGI’s use of the CW Marks shall be paid byAGI.

 

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

 

6.6           Allrights 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, orotherwise, are deemed 

 

9

----

 

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

 

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

 

6.8           AGI shall make its books and recordsavailable to AGI and CW and their respective employees and agents for purposesof verifying that the obligations of AGI under this Agreement have beenmet.  Any such examination shall occurduring normal business hours, and shall be conducted in a manner designed notto be disruptive of the normal business activities of AGI.

 

6.9           AGI shall conduct all activities withrespect to the benefits provided herein in accordance with applicable law andin accordance with quality standards substantially similar to the qualitystandards 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 besubject 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 otherwisespecifically set forth herein, the consideration and compensation from eachparty hereto owed to the other party hereto is the fulfillment by such firstparty of its obligations hereunder to such second party.  All marketing and advertising shall be atMost Favored Nations Rates and shall be paid in accordance with the paymentpolicies 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, andtheir respective subsidiaries (collectively, the “Database”) shall be managed,maintained and monitored by AGI.  Noparty other than AGI, CW or FR shall have the right to access or use theDatabase except as otherwise contemplated herein.  As part of the consideration of the right ofFR to use the AGI Database and the CW Database, FR agrees to pay the costsassociated with such management.  AGIshall use its best efforts to obtain the best available pricing and shallcooperate with FR in doing so.  Eachparty hereto agrees not to use the Database of another party hereto for thebenefit of a business that competes with the business of such other party.  Except as otherwise set forth herein and inthe Database Agreement and the mutual covenants and agreements of the partiesherein, no party shall be required to pay for the use of the informationcontained in the Database.

 

10

----

 

IX

CONFIDENTIALITY

 

9.1           Eachparty hereto hereby agrees that it has received, and will be receiving, fromeach other party hereto information that is confidential and highlyproprietary, which confidential and highly proprietary information may includecustomer lists, customer reports and other information relating to the businessand operations of such other party and such party hereby agrees that it haskept, and will continue to keep, such confidential information confidential andit has not used, and it will not use, it in any way detrimental to theproviding person or its affiliates (it being understood that such confidentialinformation may be so disclosed to the extent necessary or required in order tocomply with applicable law, rule or regulation or for legal,administrative or regulatory reasons or in order to enforce any rightshereunder).  Confidential informationshall not include information which (i) was or becomes generally availableto the public other than as a result of disclosure by such first party or itsdirectors, officers, employees or agents, (ii) was or becomes available tosuch first party on a nonconfidential basis prior to its disclosure to them bythe other party, or (iii) was or becomes available to such first party ona nonconfidential basis from a source other than such other party’s directors,officers, employees or agents, provided that such source is not bound by aconfidentiality agreement with respect to such information.

 

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

 

9.3           Each party hereto hereby agrees thatit will not, directly or indirectly, take any action or enter into anyagreement or relationship that is intended to circumvent the purposes of thisAgreement.

 

9.4           Each party hereto hereby agrees thatthis Agreement is personal to AGI and its subsidiaries, CW and itssubsidiaries, 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 utilizedonly by CW and its subsidiaries in connection with the operation of the CWBusiness, 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 orFR, as applicable, the AGI Benefits and all other rights of AGI under thisAgreement may be utilized only by AGI in connection with the operation of theAGI 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 orCW, as applicable, the FR Benefits and all other rights of FR under thisAgreement may be utilized only by FR and its subsidiaries on the terms setforth in this Agreement, and not (1) by any other party, includingAffiliates of FR, or (2) in connection with any business other than the FRBusiness.

 

11

----

 

X

REPRESENTATIONS AND WARRANTIES

 

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

 

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

 

(b)           its obligations under this Agreementare legal, valid and binding obligations enforceable against it in accordancewith its terms; and

 

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

 

XI

MISCELLANEOUS

 

11.1         No party hereto shall hold itself outas being the agent, representative, employee or the principal of any otherparty hereto.  This Agreement does notconstitute any party hereto the agent of the other, nor does it create apartnership, a consortium, an association, a joint venture, or any form ofjuristic person or entity.  No partyhereto shall have any authority or right to assume or create obligations of anykind or nature, express or implied, on behalf of, or in the name of any otherparty, nor to accept service of any legal process of any kind addressed to orintended 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 indemnifyand hold harmless the other parties hereto and the subsidiaries of such otherparties 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 partout of the performance by the other party or its subsidiaries (or any of its ortheir respective employees, officers, directors, shareholders, agents andaffiliates) of their respective obligations under this Agreement.

 

11.3         No party hereto shall sell, assign ortransfer (including a sale, assignment or transfer by merger, consolidation orin any other manner but excluding a pledge. transfer or collateral assignmentto a lender) (collectively “Transfer”), any of its rights or obligationscontemplated by in this Agreement without first obtaining the written consentof the other parties hereto.  No personor entity shall be a third party beneficiary hereof or shall be entitled toexercise any right hereunder.  ThisAgreement 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 andlegal representatives but shall not inure to the benefit of any other person orentity, except as specifically contemplated by this Section 11.3.  No party hereto shall Transfer (or permit anyof its respective subsidiaries to Transfer) all or substantially all of itsassets or any 

 

12

----

 

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

 

11.4         This Agreement contains the entire andonly agreement between the parties with respect to the subject matter hereof,and no oral statements or representations or prior written matter not containedherein or therein shall have any force or effect.  This Agreement shall not be modified in anyway except by a writing subscribed by the parties by their duly authorizedrepresentatives.  No amendment of thisAgreement or its exhibits or schedules shall be of any force or effect unlessreduced to writing and executed in writing by the parties hereto the samemanner as the present Agreement.

 

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

 

ToAGI:

 

AffinityGroup, Inc.

2575Vista Del Mar Drive

Ventura,CA  93001

Attention:  President

Telephone:  (805) 667-4100

 

ToCW:

 

CWI, Inc.

650Three Springs Road

BowlingGreen, Kentucky  42104

Attention:  President

Telephone:  (270) 781-2718

 

ToFR:

 

FreedomRoadsHolding Company, LLC

250Parkway Drive

Suite 320

Lincolnshire, IL60069

Attention:  President

Telephone:  (847) 808-3000

 

Allnotices, consents, waivers, and other communications under this Agreement shallbe deemed to have been duly given when (a) deliveredby hand (with written confirmation of receipt), or (b) when received by the addressee, if sent by a nationallyrecognized overnight delivery service (receipt requested), in each case to theappropriate addresses set forth above (or to such other addresses as a partymay designate by notice to the other party).

 

13

----

 

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

 

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

 

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

 

11.9         No forbearance, indulgence, orrelaxation or inaction by any party at any time to require performance of anyprovisions of this Agreement shall in any way affect, diminish or prejudice theright of a party hereto to require performance of that provision and any waiveror acquiescence by any party hereto in any breach of any provision of thisAgreement shall not be construed as a waiver or acquiescence in any continuingor succeeding breach of such provision, a waiver or an amendment of theprovision itself or a waiver of any right under or arising out of thisAgreement or acquiescence in or recognition of rights and/or positions otherthan as expressly stipulated in this Agreement.

 

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

 

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

 

14

----

 

**IN WITNESS WHEREOF,** the parties hereto havecaused 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 |

 

15

----