**Exhibit 10.28**

 

**AGREEMENT**

**RA-AGI080101RVAD**

 

This AGREEMENT, dated as ofSeptember 28, 2007 (the “Contract Date”) to be effective the 1st dayof January, 2008 (the “Effective Date”), and entered into by and between:

 

**BRICKELLFINANCIAL SERVICES MOTOR CLUB, INC.**

**d/b/a**

**ROADAMERICA MOTOR CLUB**

**and**

**ROADAMERICA MOTOR CLUB, INC.**

7300Corporate Center Drive, Suite 601

Miami,Florida 33126

 

(hereinaftercollectively referred to as “RA”)

and

 

**AFFINITYGROUP, INC.**

64Inverness Drive East

Englewood,CO  80112

 

 (hereinafter referred to as “AGI”)

and

 

**AFFINITYROAD AND TRAVEL CLUB, INC.**

64Inverness Drive East

Englewood,CO  80112

 

 (hereinafter referred to as “ART”)

 

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Recitals

 

WHEREAS, RA provides avariety of motor club services, including roadside assistance service,utilizing a network of independent towing and service contractors throughoutthe United States, Canada and Puerto Rico; and

 

WHEREAS, AGI,through ART, makes available for AGI Members certain programs which include thedispatching of emergency roadside assistance services, such as towing,winching, battery assistance, on-site mechanical repairs, tire changes, tirerepair, vehicle fluid delivery and lockout assistance for AGI Member’svehicles, including recreational vehicles (RV), as hereinafter defined,automobiles, motorcycles and other vehicles (collectively, “Services”, andsometimes referred to individually as a “dispatch” or collectively as “dispatches”)as generally provided by a network of independent towing and service providers(commonly referred to as “ISPs”); and

 

WHEREAS, tocomplement such Services, ART also desires certain customer service assistanceincluding but not limited to technical assistance services (“Tech Assist”);concierge services;  administrative andtechnical support, such as ISP claims processing, AGI Member data reporting, “Closethe Loop Services”, digital recording services, fax notification; andinformational call handling with respect to Services performed (“ServiceSupport”); and

 

WHEREAS, ART isa registered motor club in each state, province or territory in which suchregistration is required, has all licenses and permits, complies with allfederal, state and local laws, rules and regulations governing its business andservices, and is qualified to do business in each state in which it providesservices; and

 

WHEREAS, RA isin the business of providing services such as the Services and the ServiceSupport, and has agreed to provide the Services and the Service Support onbehalf of ART through its companies and its network of ISPs (the “RA Network”);

 

W I T N E S S E T H:

 

NOW, THEREFORE, inconsideration of the foregoing and the mutual covenants and agreements setforth below, the parties agree as follows:

 

1.             **Definitions**.  Forthe purpose of this Agreement, the following definitions shall apply:

 

i.              **“AGI Clubs”** isdefined as “Good Sam Club,” “Coast to Coast,” “Camping World” and any otherrecreational vehicle club owned and/or operated by AGI or any division orsubsidiary of AGI, whether on or after the Effective Date, where the cluboffers an emergency road service program or programs to its members

 

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ii.             **“AGI Member”** isdefined as those members of AGI Clubs covered by this Agreement at any timeduring the term hereof who are entitled to the benefits of an emergency roadservice program for non-commercial vehicles however and wherever offered byART.

 

iii.            **“Assistance Coordinators”** is defined as the individuals employed and trained by RA to performthe Services from one of RA’s 24-hour Response Centers.

 

iv.            **“Auto” or “Non-Recreational Vehicle”** is defined as Automobiles, Vans, Pick-ups, SUVs, Boat Trailers,2-Wheel Dollies and Motorcycles.

 

v.             **“Auto Claim”**isdefined as any claim resulting from a disabled Auto or Non-RecreationalVehicle.

 

vi.            **“RV”** is defined asthe abbreviation for “recreational vehicle” and applies to any enclosed pieceof equipment dually used as a temporary or full time travel home, usedprimarily for traveling and recreational personal pleasure and not inconnection with any commercial or business enterprise.  Specific RV types include but are not limitedto self-contained Motor Homes, Travel Trailers, 5th Wheel Trailers,Pop-up Camping Trailers, Slide-in Truck Campers, and Conversion Vans.

 

vii.           **“RV Claim”** isdefined as any claim resulting from a disabled RV.

 

viii.          **“Call Types”** isdefined as the four major combinations of disablement and vehicle types:

 

a.     RV Tow;

b.     RV Roadside (all RV calls other than RV Tow-related calls);

c.     Auto Tow; and

d.     Auto Roadside (all Auto calls other than Auto Tow-related calls).

e.     Information, concierge and tech assist calls

 

ix.            **“Close the Loop Services”**is defined as the automated dispatch confirmation process whereby RAcontacts the AGI Member after the ETA has expired to confirm service has beenreceived.

 

x.             **“Commercially Reasonable Efforts”** is defined as every effort that a reasonable business entity wouldmake under similar circumstances.

 

xi.            **“Covered Services”****and/or****“Services”** isdefined as the disablement of the AGI Member’s vehicle for which assistance maybe provided under the terms and conditions as described in this Agreement.

 

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xii.           **“Dedicated Numbers”**is defined as the toll-free telephone numbers owned by AGI or used in supportof AGI programs, whereby AGI Members contact RA for Services.

 

xiii.          **“Dispatch”** or **“Dispatches”**is defined as a service by RA to coordinate24-hour roadside assistance service through RA’s ISP network for an AGI Memberin accordance with this Agreement.

 

xiv.          **“ETA”** is defined asthe estimated time of arrival of a RA ISP to the scene of the roadsideassistance disablement.

 

xv.           **“Good Sam Certification”**is defined as the RV Technical and RV Lifestyle qualification programdesigned by AGI to assure AGI that all Assistance Coordinators will becompetent in serving AGI Members.

 

xvi.          **“ISP”** is defined asan Independent Service Provider that is dispatched by RA to provide 24-hourroadside assistance services to disabled motorists for Covered Services.

 

xvii.         **“IVR”**is defined asthe automated telephonic method used to capture AGI Members’ satisfaction withthe Services.

 

xviii.        **“Network Build Benchmarks”** is defined as the benchmarks identified in Exhibit C attached heretofor the period from the Contract Date to the date indicated on Exhibit C forthe number of qualified vendors with which RA has entered into a bindingcontract to provide the Services indicated on Exhibit C.

 

xix.           **“No Record Calls”** isdefined as an episode whereby a caller contacts RA via AGI’s Dedicated Numbersbut the caller can not be confirmed in the RA database as an AGI Member.

 

xx.            **“RA Network”** isdefined as the ISP network utilized by RA to perform Services.

 

xxi.           **“Repair Facility”**isdefined as those facilities chosen by RA to perform disablement repair serviceson AGI Member’s vehicles.

 

xxii.          **“Response Center”**isdefined as the three (3) call response centers operated by RA 24 hours per day,365 days per year and the one (1) call response center operated by RA’s MAPFRE affiliate,Mexico Asistencia S.A.. de C.V. for Services to AGI Members traveling in Mexicoonly

 

xxiii.         **“Service Support”**isdefined as the additional services RA provides to ART including: conciergeservices; administrative and technical support; promotional support; AGI Memberdata reporting; Close the Loop Services; digital recording services; remotemonitoring; fax notification; informational call handling; and ISP claimsprocessing.

 

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xxiv.        **“Tech Assist”** isdefined as the technical support assistance provided by RA dedicated TechAssist agents within RA’s 24-hour Response Centers for AGI Members as part ofthe Services.

 

2.             **Responsibilitiesand Obligations of RA and AGI****.**

 

a.             RA and AGI, each for itself, warrants andrepresents to the other, that to the best of its knowledge, it has the right,power, legal capacity and authority to enter into and lawfully perform itsobligations under this Agreement, and has obtained the corporate approvalsnecessary to enter into this Agreement.

 

b.             RA and AGI, each for itself, warrants andrepresents to the other, that to the best of its knowledge, the performance ofthis Agreement is not prohibited by and does not violate any law or any order,regulation, administrative agency or other governmental body havingjurisdictions of such party.

 

c.             RA agrees to provide (directly or throughany of (i) its affiliates, (ii) contract service providers that are a part ofthe RA Network, or (iii) other contract service providers that have beenapproved by AGI) the Services 24 hours per day, 365 days per year, for AGIMembers throughout the United States, Canada, Mexico, Puerto Rico and the U.S.Virgin Islands in English, Spanish or French, in accordance to this Agreementand with the Performance Standards as set forth in Exhibit A attached heretoand by reference made a part hereof.

 

d.             RA shall utilizeAssistance Coordinators to receive and handle calls from AGI Members via AGI’sDedicated Numbers, and then coordinate with ISPs for prompt performance ofServices for roadside assistance episodes. The Assistance Coordinators shall provide to the ISP appropriatedispatch information including the AGI Member’s name, call-back telephonenumber, Services requested, vehicle and license plate information, breakdownlocation, and destination to which RA has determined is the best suitable torepair AGI Member’s vehicle.  During thedispatch process, RA will confirm for the AGI Member the name of the ISP; anyrelevant ISP equipment description; if applicable, the name of the RepairFacility; and the ETA.

 

e.             RA shall utilizeAssistance Coordinators to receive and handle calls from AGI Members via AGI’sDedicated Numbers, and then coordinate with Repair Facility for promptperformance of Services for roadside assistance episodes.  The Assistance Coordinators shall provide tothe Repair Facility appropriate dispatch information including the AGI Member’sname, call-back telephone number, Services requested, vehicle and license plateinformation, and ETA.  RA will confirmfor the AGI Member the name of the Repair Facility and any other informationrelevant to the repair.

 

f.              RA and AGI agree thatall Assistance Coordinators must be professional, trained in accordance withthe Good Sam Certification courses provided by AGI, courteous and accurate intheir representation of Services.

 

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g.             RA and AGI agree thatto be eligible to perform Services for AGI Members, the Assistance Coordinatorsmust have a minimum of ninety (90) days of experience as an RA AssistanceCoordinator; must meet certain Quality Assurance scoring and criteria; must betrained in accordance with the Good Sam Certification Program as developed byAGI, and must pass a Good Sam qualification exam for each Certification Levelbefore being eligible to service AGI RV dispatch episodes.  To remain eligible to perform Services forAGI Members, the Assistance Coordinators must complete and pass a re-certificationprocess and meet quality and performance scores.

 

h.             AGI will participate in AssistanceCoordinator, Supervisor, Team Lead, Train the Trainer and Tech Assist trainingand recertification training and will provide training manuals and materialsbeneficial to the training process, including the Good Sam Training Guidelines,as deemed mutually necessary or beneficial by AGI and RA throughout the term ofthe Agreement.

 

i.              RA agrees to utilize a mutuallyacceptable mechanical aptitude testing procedure for all individuals beingconsidered for employment to provide Services as an Assistance Coordinator forthe Services and such individuals shall have successfully passed the aptitudetesting procedure before being hires to provide such Services as an AssistanceCoordinator.

 

j.              RA and AGI agree that as part of theroadside assistance dispatch process, AGI Members will be asked if they wouldlike to hold while the ISP is secured and dispatched or if they would like toprovide a phone number for the RA Assistance Coordinator to utilize to call backand confirm the ISP and ETA information after the dispatch is completed.

 

k.             As part of the RV roadside assistancedispatch process, RA agrees to contact the Repair Facility where the AGI Member’svehicle is to be towed and confirm availability of repair services for the AGIMember.  The AGI Member will be asked ifthey would like to hold while the RA Assistance Coordinator confirms thisinformation directly with the Repair Facility or if the AGI Member would liketo provide a phone number for the RA Assistance Coordinator to utilize to callthem back after the confirmation is obtained.

 

l.              RA acknowledges thatthe Dedicated Numbers are AGI’s sole and exclusive property and RA acquires noright, title or interest in the Dedicated Numbers. RA further agrees to takesuch action as is reasonably requested by AGI to acknowledge such sole andexclusive ownership.  RA furtheracknowledges that all charges and fees related to telephony, including longdistance charges, transfer connect feature charges, facility charges, and anyother telephone related expenses are the sole responsibility of RA throughoutthe term of this Agreement

 

m.            AGI and RA each agree not to use or allowany of its employees or sales representatives to use, in any way, the name,logo, trademark, tradename or other reference of the other

 

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party or its programs or plans withoutfirst obtaining written authorization from such other party.  Such authorization will not be unreasonablywithheld and may be given subject to a license agreement.

 

n.             AGI shall provide to RA, throughout theterm of this Agreement, on a daily, weekly or bi-weekly basis, a reportidentifying each AGI Member who is to receive Services.  For each AGI Member, AGI shall provide thefollowing:

 

i.              The AGI Member’sname;

ii.             The AGI Member’saddress;

iii.            Make, Model, Year ofCovered Vehicle(s), if known;

iv.            The AGI Member’s phonenumber, if known;

v.             Effective date andterm of membership;

vi.            Such other informationas the RA shall from time to time reasonably require in order to perform itsobligations hereunder.

 

Allinformation provided by AGI pursuant to this Agreement shall remain theproperty of AGI and is subject to the provisions of Section 10 of thisAgreement.

 

p.             RAagrees to process AGI Member data(adds/changes/deletes) received by RA from AGI accurately within twenty-four(24) business hours of file receipt, except when extenuating circumstancesprevent 24 hour processing, and then data must be accurately processed withinforty-eight (48) business hours of file receipt.

 

q.             The reports required pursuant toparagraph 2(n) must be submitted in a format provided by or acceptable to bothparties via electronic transfer.  Eachparty shall be responsible for the cost of any programming required for itscomputer or reporting systems to accomplish the required reporting to the otherparty.

 

r.              RA agrees to provide periodic reportingto AGI regarding customer satisfaction performance, quality assuranceperformance, and Response Center performance. Such reports will be in such format and delivered at such times as ismutually agreed upon by RA and AGI.

 

s.             AGI will be responsible for all marketingand advertising expenses for AGI’s sales efforts or campaigns, except that RAwill provide customary and reasonable quantities of existing RA advertising andmarketing materials to AGI free of charge.

 

t.              For all AGI Members sourced through theAGI’s programs, AGI agrees to provide the AGI Member with the informationrelated to RA’s Services as part of the AGI Member agreement.   This information shall contain theinformation related to the use of the Services that the AGI Member is eligibleto receive including RA’s 24-hour roadside assistance services; conciergeservices and Tech Assist services, and a description of coverages andlimitations.  The cost of producing theAGI Member agreements shall be the sole responsibility of AGI.   AGI agrees that it will not use anyinformation related to RA’s 24-hour roadside assistance; concierge or TechAssist

 

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services or which uses the name of RA orthe RA logo or trademarks or makes any reference to RA or to any of RA’sPrograms or Plans without first providing to RA such information relating tosuch use as is reasonably requested by RA and then obtaining writtenauthorization from RA.  Suchauthorization will not be unreasonably withheld and will be confirmed withinfive (5) business days of receipt of the review request.

 

u.             With respect to the performance of itsrespective obligations under this Agreement, each party agrees to comply at alltimes with all applicable laws rules and regulations as may now or hereinafterbe in effect; provided, however, that neither party shall be in default under thisAgreement unless its failure to so comply has a direct materially adverseaffect on the other party.

 

v.             The resolution of all disputes betweenAGI Members and RA with respect to Services will be the responsibility of RA’sQuality Assurance Department.  Thedecisions of RA’s Quality Assurance Department will be final and binding as setforth in the terms and conditions of this Agreement, however, AGI may elect todisregard RA’s recommendations and reimburse the AGI Member at AGI’s sole costand expense.  RA will provide AGI with amonthly report detailing all Quality Assurance issues related to the AGIroadside assistance episodes including the date of the episode, the AGI Member’sname, membership number, nature of the service issue and resolution.

 

w.            For all roadside assistance episodesinvolving an AGI Member, RA will contact a qualified ISP who will be promptlydispatched to assist the AGI Member.  TheISP will respond within RA guidelines as quickly as weather, traffic oremergency conditions permit (emergency conditions include but are not limitedto Acts of God, police or government direction or control of local ISP network,flooding, terrorism, rioting and earthquakes).

 

x.             In the event that theServices may not be available in areas where it would be hazardous for ISPs’vehicles to travel or where state providers are exclusively utilized, RA willuse Commercially Reasonable Efforts to assist the AGI Member as necessary forsuch AGI Member’s particular situation.

 

y.             All dealer, repair shopand/or store location files furnished by AGI who comply with RA’s standard ISPrequirements and enter into agreement with RA to be qualified and rated withinRA’s ISP network will be loaded and utilized by RA.  Furthermore, upon request from AGI, RA willlink or prioritize preferred ISPs within its dispatch handling process for AGIprograms.  RA will also accommodate AGIrequests to delete or refrain from using any ISP for AGI programs or AGIMembers whose misconduct is adversely impacting AGI, the AGI Member or theProgram.

 

z.             RA shall useCommercially Reasonable Efforts to provide “Manufacturer Deflection Services”by transferring an AGI Member call for an RV or Auto vehicle service to the AGIMember’s owner/manufacturer roadside assistance program after such AGI Memberhas approved such transfer and the AGI Member is within the eligibility periodto minimize claims expense to AGI for RV or automotive calls during the

 

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manufacturer coverageterm.  If the AGI Member does not want toutilize the owner/manufacturer roadside program or service is unavailablethrough that program, RA will provide the Services to the AGI Member inaccordance with this Agreement.

 

aa.           RA agrees to includedigital call recording services for all Services.  Upon request by AGI, RA agrees to send to AGIvia a WAV file, recorded conversations from any one or more AGI Member serviceor dispatch calls.  Furthermore, RA agreesto use its Commercially Reasonable Efforts to send such WAV file to AGI, assoon as commercially possible, but in no event more than two (2) business daysfrom the request by AGI.

 

bb.          Damage claims reportedby an AGI Member to RA will be responded to within one (1) business day ofreceipt, with immediate notification to AGI. Damage claims should be reported to RA or AGI within seven (7) days ofthe incident for consideration, but may take longer given specialcircumstances.  RA will keep AGI notifiedof the progress of the damage claim until final resolution is agreed upon byAGI and RA.

 

cc.           RA and AGI agrees thatfax notification service will be provided for each towing and on sitemechanical repairs episode performed as part of the Services under thisAgreement.   RA will send a fax to theISP performing the Services for the AGI Member as part of the standard dispatchprocess to confirm the details of the dispatch episode including:  AGI Member name; year, make and model ofcovered vehicle; location of disabled vehicle; destination address for towingservice; confirmation of coverages; and PO number.  Additionally, RA agrees to transmit a faxnotification to the repair facility, dealership or other vehicle destinationpoint confirming the details identified herein if a fax number can be obtainedfrom the repair facility or other destination as part of the dispatch process.

 

dd.          RA agrees that AGI’s management teamshall have twenty-four (24) hour direct access to RA’s supervisory teams in theResponse Centers for immediate resolution of dispatch inquiries or assistancewith pending dispatch and/or escalated calls, as well as information on callshaving occurred within twenty-four (24) hours.

 

ee.           RA agrees to a dispatch guarantee for AGI Members which provides thatall AGI Members shall be afforded roadside assistance services for Servicesupon request if the caller contacts RA through a dedicated AGI toll-free numberand their membership is not indicated as expired or cancelled in RA’sdatabase.  All AGI Members will beafforded some type of coverage, which may include Sign and Drive service (noexpense to the AGI Member for Services); Reimbursement Service (AGI Members payfor the services directly to the ISP and applies for reimbursement from AGIonly if service is not available through the RA Network or the AGI Member requeststo utilize a specific ISP not contracted with RA and not able to confirminsurance qualifications at the time of dispatch) or Cash Call with NoReimbursement (AGI Member pays for service directly at the time of the episodeto the ISP) if the service is not covered as part of their AGI membershipplan.  AGI agrees that AGI will beresponsible for payment of the Dispatch

 

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Fee to RA for all episodes whereby RAprovided dispatch assistance to an AGI Member in accordance with thisAgreement.

 

ff.            RA shall provide automatic dispatchconfirmation services (“Close the Loop Service”) for all AGI roadsideassistance episodes. RA will re-contact the AGI Member, within a timeframemutually agreeable to RA and AGI, following the dispatch of Services to confirmthat service has been received.  RAadvises the AGI Member at the time of the dispatch that RA’s automated dispatchconfirmation process will contact them to confirm that dispatch has beencompleted.  If the AGI Member requeststhat the Close the Loop Service be disabled for any reason, the dispatchconfirmation service is not provided to those AGI Members and the service isconfirmed by RA directly with the ISP performing the Service for thedisablement.  RA’s automated dispatchconfirmation system is automatically re-scheduled to contact the AGI Memberagain if service was not rendered at the time of the first Close the LoopService attempt.  The Close the Loopsystem will continue to contact the AGI Member to confirm service until apositive confirmation of service rendered.

 

gg.          RA and AGI agree that a priority call back or transfer service to a RAAssistance Coordinator must be available as an automated call-prompt action aspart of the Close the Loop Service for those AGI Members who would like tospeak to an Assistance Coordinator about their episode or confirm failure ofservice to arrive within the ETA.

 

hh.          RA agrees that all RA Response Center personnel providing assistanceservices for AGI Members in the United States are either full-time or part-timeemployees of Brickell Financial Services Motor Club, Inc. dba Road AmericaMotor Club.  RA further agrees that AGIMembers traveling outside of the United States in countries or territorieswhereby RA is authorized by AGI to perform the Services, such Services will beprovided by either full-time or part-time employees of one of RA’s AffiliateResponse Centers, as facilitated by RA’s United States Response Center.

 

ii.             RA and AGI agree that AGI Members who utilizeRA’s 24-hour roadside assistance services will have the ability to participatein an automated survey to rate their overall service experience as part of theRA Automated Dispatch Confirm process. Furthermore, RA agrees to the following:

 

i.              RA has the ability to administer and processAGI Member Satisfaction Surveys in written, electronic and telephonic formats.

 

ii.             RA agrees to utilize the same surveyquestions that have been utilized for the AGI program to date, for at leasttwelve (12) months from the AGI program launch with RA to favorably impact theequality of the comparison of services rendered compared to AGI’s previousmonths of experience with another provider.

 

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iii.            RA agrees to send a paper survey to onehundred (100%) percent of the AGI Members who have utilized the AGI roadsideassistance services for at least the first ninety (90) days of the AGI roadsideassistance program through RA.

 

iv.            RA agrees to send a paper survey to at least ten(10%) percent of all AGI Members who have utilized the AGI roadside assistanceservices after the first ninety (90) days from the program launch with RA.

 

v.             RA agrees to report the results of thesurveys received from AGI Members based upon a reporting schedule and formatmutually agreeable to both companies.

 

vi.            RA agrees that results of any surveysconducted related to RA Services are utilized to identify areas of continuedsuccess or areas where improvements can be made to increase the overall qualityor service experience by our clients and their AGI Members.  Survey results are provided to eachDepartment Director; high quality service is recognized and an action plan isrequested from all Directors where services can be improved.  Survey results and action plans are sharedwith Affinity program management and results are tracked.

 

vii.           RA agrees to perform an independent survey of RA ISPs used on all AGIMember related dispatch episodes.  Thesurvey will be in a format and frequency mutually agreeable to RA and AGI.

 

jj.             RA agrees to meet or exceed the minimumservice levels defined and mutually agreed upon by both parties for AGI Membersatisfaction ratings and to maintain a focus on continuous improvementprocesses to increase all favorable results and high quality of servicesrendered.

 

kk.           RA agrees if program service satisfaction levels as defined in thisAgreement (Exhibit B) are not met or exceeded for any month (by channel), anAction Plan will be developed by RA and submitted to AGI within five (5)business days to be approved by AGI for corrective action by RA.  If the service levels are again not met by RAat the end of the subsequent thirty (30) day period, a financial penalty offifty ($.50) cents per dispatch episode can be imposed by AGI reducing thetotal Service Fees due for each subsequent month until the service levels meetor exceed the minimum service levels required. In addition, if service levels are not met for 4 consecutive months, RA’sinability to meet AGI’s requirements will be considered a material breach ofthis Agreement and subject to the terms in Article 5(c)(i).

 

ll.             RA agrees that RA will provide a system forAGI whereby calls can be

 

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monitored remotely by AGI specifically forboth the incoming calls from the AGI Member, the associated Dispatch calls toprospective ISPs, and general AGI Member Info Calls.

 

mm.         RA agrees to provide remote viewing capabilities of roadside assistanceepisode records for AGI’s Member Service teams and program management.

 

nn.          RA agrees to provide one experienced, full time, dedicated ProgramManager for the AGI program and at least four (4) experienced, full time,dedicated technicians for the Tech Assist Response Center services.

 

oo.          RA and AGI agree to a quarterly review process for review of theoverall performance of the AGI program at times and locations mutuallyagreeable to both parties.

 

pp.          Upon request of AGI, RA agrees to participate at the following Good Samor RV Trade Show events.  Additional RV,Good Sam or AGI events will also be considered and mutually agreed upon by bothparties for RA participation.

 

i.              The Rally.

ii.             Quartzsite RV Show

iii.            Major Tow Show

iv.            RV Industry Annual Convention

 

3.             **Relationshipof Parties****.**

 

a.             AGI shall be deemed as an independentcontractor in the performance of its duties hereunder.  Further, RA and AGI acknowledge and agreethat the relationship arising from this Agreement does not constitute or createa general agency, joint venture, partnership, employee relationship orfranchise between them.

 

b.             Both parties mutually agree to identifyitself as an authorized representative of the other party only with respect tothe Services covered by this Agreement and shall otherwise identify itself asan independent business.

 

c.             AGI and RA will do nothing to discredit,dishonor, reflect adversely upon or in any manner injure the reputation of theother.

 

4.             **Commencementand Term of Agreement****.**

 

This Agreementshall be binding on the parties hereto from the Contract Date.  If the Network Build Benchmarks have been metor exceeded prior to the Effective Date, the term of this Agreement shallcommence at 12:00 A.M. Eastern Standard Time on the Effective Date and shallexpire at 11:59 P.M. Eastern Standard Time December 31, 2010, unless soonerterminated as hereafter provided.  If theNetwork Build Benchmarks have

 

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not been met or exceeded prior to theEffective Date, this Agreement shall terminate on the Effective Date.  

 

5.**            ****Termination****.**

 

a.             Afterthe initial three (3) year term of this Agreement, either party may terminatethis Agreement by giving the other party one hundred and twenty days (120) dayswritten notice, without any reason.  Unlesswritten notice is provided by either party to the other party at least onehundred and twenty days (120) days prior to the expiration of the then currentterm of this Agreement, this Agreement shall automatically renew for additionalsuccessive terms of one (1) year each from the next succeeding anniversary ofthe Effective Date.  The termination orcancellation of this Agreement for any reason shall not relieve either partyfrom its respective obligations to provide services and make payments forservice commitments and payment obligations incurred prior to said terminationor cancellation.

 

b.             RA may immediately terminate this Agreementupon the occurrence of any of the following:

 

i.              A violation by AGI of any applicable law,rule or regulation as may now or hereinafter be in effect which has a directmaterially adverse affect on RA.

 

ii.             In the event AGI fails to promptly remit allfunds due to RA in the manner prescribed herein, RA shall have the right toterminate this Agreement effective the twentieth (20th) day following writtennotice to AGI of such failure. Termination shall be effective upon the twentieth (20th) day followingwritten notice, unless AGI remits all funds due RA prior to such terminationdate.

 

c.             Either party may terminate this Agreementupon thirty (30) days written notice of the occurrence of any of the following:

 

i.      The breach of any material part of this Agreement which is not curedwithin thirty (30) days of written notice of such material breach from thenon-breaching party.  Such date shall bedetermined by the postmark on the envelope delivered to the breaching party.

 

ii.             The assignment or attempted assignment ofthis Agreement or any portion of any interest in or any payment due under thisAgreement without the prior written consent of non-assigning party, whichconsent will not be unreasonably withheld or delayed.

 

d.             AGI may immediately terminate this Agreementupon the occurrence of the following:

 

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i.              A violation by RA of any applicable law, ruleor regulation as may now or hereinafter be in effect which has a directmaterially adverse affect on AGI.

 

ii.             Upon the sale, assignment or other transferof the business of AGI or any AGI Club, subsidiary, division, or business unit,AGI may terminate this Agreement with respect to the AGI Club, subsidiary,division, or business unit sold, assigned or transferred.

 

e.             This Agreement shall automatically terminatewithout action by either party in the event of either party being adjudicated bankrupt,becoming insolvent, or upon the filing by or against either party of avoluntary or involuntary petition of bankruptcy or the execution by eitherparty of an assignment of the benefit of creditors, or the appointment of areceiver to either party.

 

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6.             **Compensation****.**

 

RA and AGI agree to thefollowing Service Fee volume schedule for Services for AGI in accordance tothis Agreement:

 

a.             **U.S, Canada, Puerto Rico, US Virgin Islands****Dispatch Service Fee Volume Schedule**

 

i.      **Auto Claim Dispatch Fee Volume Schedule**

 
| **# of  Annual Dispatches** | ** ** | **Dispatch Fee Per Episode** | ** **                       |
|-----------------------------|------------|------------------------------|----------------------------------|
| 1 – 100,000            |       | $                            | [     ] |   |
| 100,001 –  200,000     |       | $                            | [     ] |   |
| Over 200,001                |       | $                            | [     ] |   |

 

ii.     **RV Claim Dispatch Fee Volume Schedule**

 
| **# of  Annual Dispatches** | ** ** | **Dispatch Fee Per Episode** | ** **                       |
|-----------------------------|------------|------------------------------|----------------------------------|
| 1 – 75,000             |       | $                            | [     ] |   |
| 75,001 – 150,000       |       | $                            | [     ] |   |
| Over 150,001                |       | $                            | [     ] |   |

 

b.             **Information Call Fee:**  service call fee of $[      ]  per Information Call.

 

c.             **Manufacturer Deflection Service Fee:**  service call fee of $[      ]  per episode for all calls deflected to themember’s manufacturer roadside assistance program during the member’seligibility period for roadside service through the manufacturer program.

 

d.             **Concierge Assistance Service Fees: **service call fee of $[      ]  per Concierge Assistance call for standardconcierge services including the following services requested specifically byAGI:

 

•      Dealer Locator Services

•      Manufacturer Locator Services

•      Location Services (RV Repair Facilities, RV Parts Facilities and RetailStores, Service Facilities, Campgrounds, National Parks, Historic Sites, FuelLocations, Dump Station Locations, and other locations of interest to RVers.

•      Restaurant Locator Services

•      Hotel Locator Services

•      Driver’s Valet Services (car rental)

•      Emergency Message Relay Services

 

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•      Directions (Road America shall provide address or turn by turndirections to AGI Members as required)

 

e.             **Tech Assist Service Fee Structure: **Technical Assistance service (as defined inExhibit B) for up to [      ]  Tech Assist calls per month utilizing aminimum of [   ] dedicated Full TimeEquivalent Tech Assist agents has been incorporated into the RV Dispatch Feeand will be performed 24 hours a day, 7 days a week, at no cost to AGI.  Tech Assistance Calls over the [      ] call per month maximum will be billedto AGI on a per call basis at a rate of [   ] dollars ($[      ]) per TechAssist call.

 

f.              **International Service Assistance:****  **RA will provide 24-hour roadside assistanceservices for coverage in Mexico for both Auto and RV assistance through itsMAPFRE affiliate, Mexico Asistencia.  TheMexico roadside assistance services will be provided on a pass through claimsbasis based upon the following dispatch fee structure:

 

i.      Mexico 24-hour Roadside Assistance: $[      ]  (US) per dispatch

 

g.             **Dealer Program Dispatch Fees:**  RA agrees that the DispatchFees for the AGI Dealer Program will not exceed [  ] dollars ($[      ]) per dispatch for up to [      ]  dispatches per year.  After [     ]  dispatches per year, RA agreesto provide a financial analysis of the program to AGI, if necessary, todemonstrate the need for the Service Fee rate adjustment, including but notlimited to: (a) total number of roadside assistance claims for the DealerProgram; (b) total cost of roadside assistance claims for the Dealer Program;(c) total administration expenses for the Dealer Program; and (d) totalrevenues received by RA from AGI for the Dealer Program.  The parties shall attempt to re-negotiate andmutually agree to a Service Fee increase to one of the AGI Service Fees so thatthe Dealer Program fees will remain ($[     ]) per episode or to the Dealer Program Fees.

 

h.             All RA service fees received are deemedearned as received and are non-cancelable.

 

i.              RA and AGI agree that AGI is responsible forall covered roadside assistance claim costs, as incurred, associated with thisAgreement and will reimburse RA for all covered services including the ServiceFees due per episode as defined in 6(a).

 

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j.              RA and AGI agree to a Claims Guarantee forthe AGI roadside assistance program that the average claims costs for theprogram will not exceed the following average costs incurred by AGI on anannual basis by vehicle type:

 
| **Service** | ** ** | **Average Cost per Claim** | ** **                       |
|-------------|------------|----------------------------|----------------------------------|
| Auto Claim  |       | $                          | [     ] |   |
| RV claim    |       | $                          | [     ] |   |

 

7.             **SavingsShare Plan****.  **RA and AGI agree to the following savings share plan structure:

 

a.             **Contract Year 1:   **RA and AGI agree to share the claims costs savings received by AGI [      ]  for the first period (Contract date – December31, 2008).

 

i.          If the annual average cost per Auto Claim for the period is less than $[      ]  per claim, RA and AGI will split equally the differencebetween the average guaranteed Auto Claim cost and the actual average AutoClaim cost.

 

ii.         If the annual average cost per RV Claim for the period is less than $[      ]  per claim, RA and AGI will split equally thedifference between the average guaranteed RV Claim cost and the actual average RVClaim cost.

 

b.             **Contract Year 2:  **RA and AGI agree that RA will be entitled to [      ]  ([     ] %) percent of the claims costs savings for AGI achieved during thesecond contract year.  (January 1, 2009 –December 31, 2009).

 

i.          If the annual average cost per Auto Claim for the second year of the contract is less than $[      ]  per claim, AGI will reimburse RA for [      ]  ([     ] %) of the difference between the average guaranteed Auto Claim cost and the actual average AutoClaim cost.

 

ii.         If the annual average cost per RV Claim for the first year of thecontract is less than $[      ]  per claim, AGI will reimburse RA for [      ]  ([     ] %) of the difference between the average guaranteed RV Claim cost andthe actual average RV Claim cost.

 

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c.             **Contract Year 3 and Thereafter:****     **RA and AGI agree that RA will be entitled to [      ]  ([     ] %) percent of the claims costs savings for AGI achieved during thethird contract year and thereafter for the duration of the AGI / RA contract(January 1, 2010 and beyond).

 

i.          If the annual average cost per Auto Claim for the third year of the contract and thereafter is less than $[      ] per claim, AGI will reimburse RA for [      ]  ([     ] %) of the difference between the average guaranteed Auto Claim cost and the actual average Auto cost.

 

ii.         If the annual average cost per RV Claim for the third year of thecontract is less than $[      ]  per claim, AGI will reimburse RA for [      ]  ([     ] %) of the difference between the average guaranteed RV Claim cost andthe actual average RV Claim cost.

 

RA and AGI agree that in the event that claims exceed the projectedaverage claims costs in any contract year, RA will assume the liability for anyclaims costs exceeding the projected average claims costs for both AutoClaims and RV Claims.   Both parties agree that this calculation ofaverage claims cost will include the manufacturer deflected episodes for thetime period as episodes performed for AGI at a [      ]  ($[     ]) claims cost to AGI.

 

The balance resulting from the Claims Guarantee and/or the SavingsShare Plan will be paid thirty (30) days after the end of every calendar year(beginning 12/31/2008), based on the information on actual invoicing reportedto AGI by RA on a quarterly basis.

 

8.             **Reporting****.**

 

a.                     RA and AGI agree that RAwill provide AGI with a summary invoice for payment of Services (the “ClaimsInvoice”) according to a bi-monthly billing and reporting schedule and formatmutually agreed upon by both parties. The Claims Invoice shall include key dispatch information including dateof episode; AGI Member name; AGI Member number; type of services; cost ofservice and comply with AGI’s Network Claims File Format or another mutuallyagreed upon format.

 

b.                     RA and AGI agree that RAwill provide AGI with a detailed report of all dispatches performed during theprevious period (Call Report) according to a bi-monthly reporting schedule andformat mutually agreed upon by both parties. The Call Report shall include key dispatch information including date ofepisode; AGI Member name; AGI Member number; type of services; estimated costof service if available and comply with AGI’s Network Claims File Format oranother mutually agreed upon format.

 

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c.                     RA and AGI agree that RAwill provide real-time early notification to AGI of AGI Members who arepotentially utilizing established program benefits and services excessively.

 

9.             **Dedicated Numbers; Modifications; Invoices****.**

 

a.                     In accordance with AGI’s requirements, RAshall provide coverage for all AGI Members who utilize AGI’s Dedicated Numbersfor assistance.  In the event callers donot appear on any AGI Member listing supplied to RA by AGI as part of thescheduled data transmission (No Record Calls), RA shall provide the AGI Memberwith indemnified roadside assistance service as described herein in Exhibit B,attached hereto and by reference hereof if RA can reasonably determine thecaller is entitled to such Services and if the caller was not reported ascancelled or whose membership is not indicated as expired in the RAdatabase.  In the event that the caller doesnot appear in a subsequent AGI Member listing supplied electronically to RA byAGI, the claim cost of the roadside assistance services for these No RecordCalls plus the appropriate Dispatch Service Fee per episode will be included inthe bi-monthly invoice to AGI for Services. RA will provide a monthly report to AGI detailing these No Record Calls.

 

b.             AGI and RA agree that throughout the term ofthis Agreement, AGI may decide to modify, customize, enhance a Service to beoffered by AGI to AGI Members, or may decide to offer other RA membershipprograms or services.  RA and AGI agreethat such new programs (including but not limited to the program benefitdescriptions, compensation schedules and other necessary information) shall beadded to and by reference made a part of this Agreement in Exhibit B.

 

c.             RA will invoice AGI:

 

i.      For all dispatch fees corresponding to services paid in the period ofreference.

 

ii.     For all claims paid in the period of reference to ISP’s for the AGIprogram.

 

iii.    For all dispatch fees and costs of claims of more than [ ] ([  ]) days since date of service that have notbeen invoiced yet by ISP’s.  Cost ofclaims for such claims older than [   ] ([   ]) days will be invoiced at an average costfor the type of service rendered for the preceding three ([  ]) month period;

 

iv.    For all Service Fees incurred by RA as a result of Services providedduring the then-current billing period:

 

1.             Information Call Fees

2.             Concierge Assistance Service Fees

3.             Tech Assist Service Fees

 

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4.             International Service Assistance Fees

5.             Dealer Program Dispatch Fees

6.             Manufacturer Deflection Service fees.

 

d.             AGI shall pay RA for allvalid and undisputed invoiced fees and cost of claims within twenty (20) daysof the date of receipt by AGI of the invoice. A late fee of one and a halfpercent (1 1⁄2%) will be applied for all payments received after twenty (20)days.

 

e.             RA shall supply to AGI such information inthe possession of RA as AGI may from time to time reasonably request with respectto the items for which AGI is required to reimburse or pay RA in connectionwith the Services to be provided by RA hereunder, including copies ofsupporting information relating to the costs of such Services or any othercosts incurred by RA that are required to be reimbursed by AGI in accordancewith the terms hereof.  AGI shall havethe right from time to time, upon reasonable prior notice, to inspect suchportion of RA’s books and records relating directly to AGI’s Programs as willallow AGI to verify the correctness of the amounts that AGI is required to payRA hereunder.

 

10.           **Confidentiality****.**

 

Eachparty acknowledges that during the term of this Agreement, it shall have accessto confidential information and trade secrets of the other, including withoutlimitation, AGI Member lists and information concerning methods of operations,provider lists, systems, products, and AGI Member information.  Each party acknowledges and agrees that theforegoing confidential information is confidential and proprietary.  Each party understands and agrees that therelease of the information of the other party to any third party would causeirreparable harm to the other party. Should either party be found to have violated the confidentialityprovision of this Agreement, it will be responsible for any damages includingcosts and reasonable attorney’s fees arising out of the violation.Additionally, RA agrees, for the term of this Agreement and for five (5) yearsthereafter, that it will not, directly or indirectly on its own behalf or onbehalf of any third party, without prior written approval from AGI, solicit AGIMembers whose information is provided to RA for membership in an RA program.

 

11**.****          ****Indemnification/Hold Harmless****.**

 

a.             Each party agrees to indemnify, defend andhold the other party harmless from any and all acts by the other party whichmay be unauthorized hereunder or contrary to the terms and conditions of thisAgreement.

 

b.             AGI assumes liability for and agrees toindemnify and hold RA, its respective successors, assigns and employeesharmless, from and against any and all liabilities, claims, actions, losses,damages, injuries, penalties, costs, demands, and expenses (including withoutlimitation legal fees) of every kind and nature imposed on,

 

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incurred by or asserted against RA in any way related to or connectedwith or arising out of AGI’s alleged negligent acts or omissions.

 

c.             RA assumes liability for and agrees toindemnify and hold AGI, its respective successors, assigns and employeesharmless, from and against any and all liabilities, claims, actions, losses,damages, injuries, penalties, costs, demands, and expenses (including withoutlimitation legal fees) of every kind and nature imposed on, incurred by orasserted against AGI in any way related to or connected with or arising from orin any way connected with (i) the conduct of RA, including, without limitation,its conduct in performing the services contemplated hereunder, (ii) the failureof RA to perform its duties pursuant to this Agreement and/or observance of allthe terms, covenants and conditions contained herein, or (iii) any breach ofany warranty or representation on its part made herein.  RA shall also indemnify AGI for and hold AGIharmless from and against any liability for any acts or omissions of the actualproviders of the service hereunder, when such claim is make by an AGI Member ora third party (but not by Affinity Group itself) (“Service Provider Claims”);provided however, that RA’s obligation to indemnify AGI and hold AGI harmlessfor Service Provider Claims shall be limited to the insurance coveragemaintained from time to time by RA and actually payable by the insurancecompany with respect to each such Service Provider Claim or which would havebeen paid had RA maintained the insurance required hereunder.  During the term of this Agreement, RA shallmaintain a minimum of $[   ] of insurancecoverage for this purpose and RA shall cause AGI to be named as an additionalinsured on such insurance policy(ies) as may be maintained from time to time byRA providing coverage to RA for claims by AGI Members alleging liability forthe acts or omissions of any service provider, and RA shall deliver to AGI fromtime to time, upon written request therefore by AGI, a certificate evidencingsuch insurance naming AGI, its respective successors, assigns and employeesharmless, from and against any and all liabilities, claims, actions, losses,damages, injuries, penalties, costs, demands, and expenses (including withoutlimitation legal fees) of every kind and nature imposed on, incurred by orasserted against AGI in any way related to or connected with or arising out ofRA’s breach of the terms and conditions of this Agreement or RA’s alleged negligentacts or omissions.

 

d.             Within fifteen (15) business days afterreceipt by a party entitled to indemnification under this Section 11 (an “IndemnifiedParty”) of notice of the commencement of any investigation, action, claim orproceeding against it, such Indemnified Party shall, if a claim in respectthereof is to be “Indemnifying Party”, give the Indemnifying Party writtennotice of the commencement thereof. Failure to timely notify the Indemnifying Party will not relieve theIndemnifying Party from any liability which it may have to the IndemnifiedParty.

 

e.             In case any suchaction is brought against the Indemnified Party, and the Indemnified Partynotified the Indemnifying Party of the commencement thereof, the IndemnifyingParty will be entitled to participate therein and, to the extent that it maywish, assume the defense thereof, with counsel reasonably satisfactory to suchIndemnified Party.  After notice from theIndemnifying Party of its intention to assume

 

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the defense of an action, the IndemnifiedParty shall bear the expenses of any additional counsel obtained by it, and theIndemnifying Party shall not be liable to such Indemnified Party under thisSection 7 for any legal or other expenses subsequently incurred by suchIndemnified Party in connection with the defense thereof, other than reasonablecosts of investigation.  The IndemnifiedParty may not settle any action without the written consent of the IndemnifyingParty, and the Indemnifying Party may not settle any action without the consentof the Indemnified Party.  In eitherevent, consent shall not be unreasonably withheld.

 

12.**          ****Miscellaneous****.**

 

a.             **Assignment****.** Neither AGI nor RA shall assign or transfer any rights or duties under thisAgreement without the prior written consent of the other party, which consentwill not be unreasonably withheld or delayed.

 

b.             **Severability****. **Should any portion ofthis Agreement be held unenforceable or inoperative for any reason, such shallnot affect any other portions of this Agreement, but the remainder shall be aseffective as though such ineffective portion had not been contained herein.

 

c.             **Modification****.**  Noalterations or additions to this Agreement shall be binding unless in writingand signed by both parties, except as herein otherwise provided.

 

d.             **Governing Law****.**  ThisAgreement shall be governed in all respects by the laws of the State of Delaware.

 

e.             **Arbitration****.**  In case of any dispute arising from, or inconnection with the subject matter of this Agreement, including theinterpretation or enforcement of this Agreement, any such dispute shall besubmitted for mediation, and if still unresolved, it shall thereafter besubmitted to binding arbitration in accordance with the rules of the AmericanArbitration Association (“AAA”).  Thearbitration is to take place before a panel of three (3) neutral arbitrators,according to the rules of the AAA for commercial disputes.  The parties may agree that less than three(3) neutral arbitrators shall hear the dispute. The parties agree that such arbitration shall take place in Englewood,Colorado, if AGI is initiating arbitration, or Miami-Dade County, Florida, ifRA is initiating arbitration.  Thearbitrators shall have authority to decide all issues arising in connectionwith the interpretation, enforcement or subject matter of this Agreement, andshall further have the power to award declaratory relief, provisional relief inthe nature of injunctions and attachments and all other remedies available atlaw or in equity, including the award of legal fees and costs to the prevailingparty but excluding consequential, punitive and exemplary damages.  The arbitration award may be confirmed andentered as a judgment in any state or federal court in the United States.

 

f.              **Articles and Headings****.**  Theparagraph headings used in this Agreement are included solely for convenienceand shall not affect, or be used in connection with, the interpretation of thisAgreement.

 

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g.             **Notices****.**  Anynotice, demand, or communication required, permitted, or desired to be givenhereunder, shall be deemed effectively given when personally delivered ormailed by prepaid certified mail, return receipt requested, addressed as follows:

 
| AGI                         |
|-----------------------------|
| Affinity Group, Inc.        |
| 64 Inverness Drive East     |
| Englewood, Colorado 80112   |
| Attention: President        |
|                        |
| RA                          |
| Road America Motor Club     |
| 7300 Corporate Center Drive |
| Suite 601                   |
| Miami, Florida 33126        |
| Attention: President        |

 

or to such other address, and to theattention of such other person(s) or officer(s) as either party may designateby written notice.

 

h.             **Waiver of Breach****.**  Thewaiver by either party of a breach or violation of any provision of thisAgreement shall not operate as, or be construed to be, a waiver of anysubsequent breach of the same or other provision hereof

 

i.              **Enforcement****.**  Inthe event either party resorts to legal action to enforce the terms andprovisions of this Agreement, the party ultimately prevailing shall be entitledto recover all costs of such action (and all appeals associated therewith)including, without limitation, reasonable attorneys’ fees.

 

j.              **Additional Assurances****.**  Theprovisions of this Agreement shall be self-operative and shall not requirefurther agreement by the parties except as may be herein specifically providedto the contrary; provided, however, that at the request of either party, theother shall execute such additional instruments and take such additional actsas may be necessary to effectuate this Agreement.

 

k.             **Force Majeure****.** Neither party shall be liable nor deemed to be in default for any delayor failure in performance under this Agreement or other interruption of serviceor employment deemed resulting, directly or indirectly, from Force Majeureevents including, without limitation, Acts of God, civil or military authority,acts of public enemy, war, accidents, fires, explosions, earthquakes, floods,failure of transportation, strikes or other work interruptions by either party’svendors undue financial burden, or any similar or dissimilar cause beyond thereasonable control of either party.

 

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l.              **Time of Essence****.**  Timeshall be of the essence with respect to this Agreement.

 

m.            **Entire Agreement****.**  ThisAgreement supersedes all previous contracts and constitutes the entireAgreement between the parties.  Neitherparty shall be entitled to any benefits other than those specified herein.  No oral statements or prior written materialnot specifically incorporated herein shall be of any force and effect and nochanges in or additions to this Agreement shall be recognized unlessincorporated herein by amendment as provided herein, such amendment(s) tobecome effective on the date stipulated in such amendments.  Each party hereto specifically acknowledgesthat in entering into and executing this Agreement, such party relies solelyupon the representations and agreements contained in this Agreement and noothers.

 

n.             **Restricted Authority****.**  AGIand RA shall have no authority other than as expressly granted by thisAgreement.  Neither RA nor AGI isauthorized to alter, waive, or modify any of the terms or conditions of anyprogram offered by the other, or to enter into any agreement or contract onbehalf of the other, or to accept any money on behalf of the other or extendcredit for or on behalf of the other.

 

o.             **Counterparts****.**  ThisAgreement may be executed in counter parts and upon the execution by allparties, any one of which may be taken as an original.

 

p.             **Survivorship****.**  ThisAgreement shall survive any corporate mergers, acquisitions, I.P.O. offerings,and change in ownership or corporate re-structuring of either party.

 

q.             **Exclusivity****.**  RAagrees that for the period of time this Agreement is in force it shall not,without AGI’s prior written consent, directly provide motor club services oremergency roadside assistance services, or target as a client, any other entityengaged primarily in the recreational vehicle business, including, withoutlimitation, recreational vehicle manufacturers, recreational vehicleassociations or recreational vehicle marketing companies or other directcompetitors of AGI or the AGI Clubs (a “Competitor”).  Provided, however, that this exclusivitylimitation shall not preclude RA and its affiliated and related companies fromproviding such services for RA’s existing clients as of the Contract Date ofthis Agreement

 

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SIGNED AS OF THE 2nd day of October, 2007 by:

 

 
| WITNESS:                                       |               | AFFINITY GROUP, INC. |
|------------------------------------------------|--------------------|----------------------|
|                                           |               |                 |
|                                           |               |                 |
| By:                                            | /s/ Mavis M. Rieck |                 |   | By: | /s/ Mark Kupper |   |
|                                           | Mavis M. Rieck     |                 |   |   | Mark Kupper |   |
|                                           |               |                 |   |   |   |   |
| WITNESS:                                       |               |                 | AFFINITY ROAD AND TRAVEL  CLUB  INC. |   |
|                                           |               |                 |   |   |   |   |
|                                           |               |                 |   |   |   |   |
| By:                                            | /s/ Mavis M. Rieck |                 |   | By: | /s/ Mark Kupper |   |
|                                           | Mavis M. Rieck     |                 |   |   | Mark Kupper |   |
|                                           |               |                 |   |   |   |   |
| SIGNED AS OF THE 2nd day  of October, 2007 by: |               |                 |   |
|                                           |               |                 |   |   |   |   |
|                                           |               |                 |   |   |   |   |
| WITNESS:                                       |               |                 | BRICKELL  FINANCIAL SERVICES  MOTOR CLUB, INC. d/b/a ROAD  AMERICA MOTOR CLUB |
|                                           |               |                 |   |   |   |   |
|                                           |               |                 |   |   |   |   |
| By:                                            | /s/ Pena           |                 |   | By: | /s/ Daniel Garcia Vega |   |
|                                           | Pena               |                 |   |   | Daniel Garcia Vega |   |
|                                           |               |                 |   |   |   |   |
| WITNESS:                                       |               |                 | ROAD  AMERICA MOTOR CLUB, INC. |   |
|                                           |               |                 |   |   |   |   |
|                                           |               |                 |   |   |   |   |
| By:                                            | /s/ Joy W. Smith   |                 |   | By: | /s/ Daniel Garcia Vega |   |
|                                           | Joy W. Smith       |                 |   |   | Daniel Garcia Vega |   |

 

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