Exhibit 10.28


 


AGREEMENT


RA-AGI080101RVAD


 


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


 


BRICKELL
FINANCIAL SERVICES MOTOR CLUB, INC.


d/b/a


ROAD
AMERICA MOTOR CLUB


and


ROAD
AMERICA MOTOR CLUB, INC.


7300
Corporate Center Drive, Suite 601


Miami,
Florida 33126


 


(hereinafter
collectively referred to as “RA”)


and


 


AFFINITY
GROUP, INC.


64
Inverness Drive East


Englewood,
CO  80112


 


 (hereinafter referred to as “AGI”)


and


 


AFFINITY
ROAD AND TRAVEL CLUB, INC.


64
Inverness Drive East


Englewood,
CO  80112


 


 (hereinafter referred to as “ART”)


 

















 


Recitals


 


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


 


WHEREAS, AGI,
through ART, makes available for AGI Members certain programs which include the
dispatching of emergency roadside assistance services, such as towing,
winching, battery assistance, on-site mechanical repairs, tire changes, tire
repair, vehicle fluid delivery and lockout assistance for AGI Member’s
vehicles, including recreational vehicles (RV), as hereinafter defined,
automobiles, motorcycles and other vehicles (collectively, “Services”, and
sometimes 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, to
complement such Services, ART also desires certain customer service assistance
including but not limited to technical assistance services (“Tech Assist”);
concierge services;  administrative and
technical support, such as ISP claims processing, AGI Member data reporting, “Close
the Loop Services”, digital recording services, fax notification; and
informational call handling with respect to Services performed (“Service
Support”); and


 


WHEREAS, ART is
a registered motor club in each state, province or territory in which such
registration is required, has all licenses and permits, complies with all
federal, state and local laws, rules and regulations governing its business and
services, and is qualified to do business in each state in which it provides
services; and


 


WHEREAS, RA is
in the business of providing services such as the Services and the Service
Support, and has agreed to provide the Services and the Service Support on
behalf 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, in
consideration of the foregoing and the mutual covenants and agreements set
forth below, the parties agree as follows:


 


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


 


i.              “AGI Clubs” is
defined as “Good Sam Club,” “Coast to Coast,” “Camping World” and any other
recreational vehicle club owned and/or operated by AGI or any division or
subsidiary of AGI, whether on or after the Effective Date, where the club
offers an emergency road service program or programs to its members


 


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ii.             “AGI Member” is
defined as those members of AGI Clubs covered by this Agreement at any time
during the term hereof who are entitled to the benefits of an emergency road
service program for non-commercial vehicles however and wherever offered by
ART.


 


iii.            “Assistance Coordinators” is defined as the individuals employed and trained by RA to perform
the 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” is
defined as any claim resulting from a disabled Auto or Non-Recreational
Vehicle.


 


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


 


vii.           “RV Claim” is
defined as any claim resulting from a disabled RV.


 


viii.          “Call Types” is
defined 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 RA
contacts the AGI Member after the ETA has expired to confirm service has been
received.


 


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


 


xi.            “Covered Services”  and/or  “Services” is
defined as the disablement of the AGI Member’s vehicle for which assistance may
be 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 support
of AGI programs, whereby AGI Members contact RA for Services.


 


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


 


xiv.          “ETA” is defined as
the estimated time of arrival of a RA ISP to the scene of the roadside
assistance disablement.


 


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


 


xvi.          “ISP” is defined as
an Independent Service Provider that is dispatched by RA to provide 24-hour
roadside assistance services to disabled motorists for Covered Services.


 


xvii.         “IVR” is defined as
the automated telephonic method used to capture AGI Members’ satisfaction with
the Services.


 


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


 


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


 


xx.            “RA Network” is
defined as the ISP network utilized by RA to perform Services.


 


xxi.           “Repair Facility” is
defined as those facilities chosen by RA to perform disablement repair services
on AGI Member’s vehicles.


 


xxii.          “Response Center” is
defined 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 Mexico
only


 


xxiii.         “Service Support” is
defined as the additional services RA provides to ART including: concierge
services; administrative and technical support; promotional support; AGI Member
data reporting; Close the Loop Services; digital recording services; remote
monitoring; fax notification; informational call handling; and ISP claims
processing.


 


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


 


2.             Responsibilities
and Obligations of RA and AGI.


 


a.             RA and AGI, each for itself, warrants and
represents 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 its
obligations under this Agreement, and has obtained the corporate approvals
necessary to enter into this Agreement.


 


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


 


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


 


d.             RA shall utilize
Assistance Coordinators to receive and handle calls from AGI Members via AGI’s
Dedicated Numbers, and then coordinate with ISPs for prompt performance of
Services for roadside assistance episodes. 
The Assistance Coordinators shall provide to the ISP appropriate
dispatch information including the AGI Member’s name, call-back telephone
number, Services requested, vehicle and license plate information, breakdown
location, and destination to which RA has determined is the best suitable to
repair AGI Member’s vehicle.  During the
dispatch process, RA will confirm for the AGI Member the name of the ISP; any
relevant ISP equipment description; if applicable, the name of the Repair
Facility; and the ETA.


 


e.             RA shall utilize
Assistance Coordinators to receive and handle calls from AGI Members via AGI’s
Dedicated Numbers, and then coordinate with Repair Facility for prompt
performance of Services for roadside assistance episodes.  The Assistance Coordinators shall provide to
the Repair Facility appropriate dispatch information including the AGI Member’s
name, call-back telephone number, Services requested, vehicle and license plate
information, and ETA.  RA will confirm
for the AGI Member the name of the Repair Facility and any other information
relevant to the repair.


 


f.              RA and AGI agree that
all Assistance Coordinators must be professional, trained in accordance with
the Good Sam Certification courses provided by AGI, courteous and accurate in
their representation of Services.


 


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g.             RA and AGI agree that
to be eligible to perform Services for AGI Members, the Assistance Coordinators
must have a minimum of ninety (90) days of experience as an RA Assistance
Coordinator; must meet certain Quality Assurance scoring and criteria; must be
trained in accordance with the Good Sam Certification Program as developed by
AGI, and must pass a Good Sam qualification exam for each Certification Level
before being eligible to service AGI RV dispatch episodes.  To remain eligible to perform Services for
AGI Members, the Assistance Coordinators must complete and pass a re-certification
process and meet quality and performance scores.


 


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


 


i.              RA agrees to utilize a mutually
acceptable mechanical aptitude testing procedure for all individuals being
considered for employment to provide Services as an Assistance Coordinator for
the Services and such individuals shall have successfully passed the aptitude
testing procedure before being hires to provide such Services as an Assistance
Coordinator.


 


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


 


k.             As part of the RV roadside assistance
dispatch process, RA agrees to contact the Repair Facility where the AGI Member’s
vehicle is to be towed and confirm availability of repair services for the AGI
Member.  The AGI Member will be asked if
they would like to hold while the RA Assistance Coordinator confirms this
information directly with the Repair Facility or if the AGI Member would like
to provide a phone number for the RA Assistance Coordinator to utilize to call
them back after the confirmation is obtained.


 


l.              RA acknowledges that
the Dedicated Numbers are AGI’s sole and exclusive property and RA acquires no
right, title or interest in the Dedicated Numbers. RA further agrees to take
such action as is reasonably requested by AGI to acknowledge such sole and
exclusive ownership.  RA further
acknowledges that all charges and fees related to telephony, including long
distance charges, transfer connect feature charges, facility charges, and any
other telephone related expenses are the sole responsibility of RA throughout
the term of this Agreement


 


m.            AGI and RA each agree not to use or allow
any 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 without
first obtaining written authorization from such other party.  Such authorization will not be unreasonably
withheld and may be given subject to a license agreement.


 


n.             AGI shall provide to RA, throughout the
term of this Agreement, on a daily, weekly or bi-weekly basis, a report
identifying each AGI Member who is to receive Services.  For each AGI Member, AGI shall provide the
following:


 


i.              The AGI Member’s
name;


ii.             The AGI Member’s
address;


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


iv.            The AGI Member’s phone
number, if known;


v.             Effective date and
term of membership;


vi.            Such other information
as the RA shall from time to time reasonably require in order to perform its
obligations hereunder.


 


All
information provided by AGI pursuant to this Agreement shall remain the
property of AGI and is subject to the provisions of Section 10 of this
Agreement.


 


p.             RA
agrees 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 circumstances
prevent 24 hour processing, and then data must be accurately processed within
forty-eight (48) business hours of file receipt.


 


q.             The reports required pursuant to
paragraph 2(n) must be submitted in a format provided by or acceptable to both
parties via electronic transfer.  Each
party shall be responsible for the cost of any programming required for its
computer or reporting systems to accomplish the required reporting to the other
party.


 


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


 


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


 


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


 


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services or which uses the name of RA or
the RA logo or trademarks or makes any reference to RA or to any of RA’s
Programs or Plans without first providing to RA such information relating to
such use as is reasonably requested by RA and then obtaining written
authorization from RA.  Such
authorization will not be unreasonably withheld and will be confirmed within
five (5) business days of receipt of the review request.


 


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


 


v.             The resolution of all disputes between
AGI Members and RA with respect to Services will be the responsibility of RA’s
Quality Assurance Department.  The
decisions of RA’s Quality Assurance Department will be final and binding as set
forth in the terms and conditions of this Agreement, however, AGI may elect to
disregard RA’s recommendations and reimburse the AGI Member at AGI’s sole cost
and expense.  RA will provide AGI with a
monthly report detailing all Quality Assurance issues related to the AGI
roadside assistance episodes including the date of the episode, the AGI Member’s
name, membership number, nature of the service issue and resolution.


 


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


 


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


 


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


 


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


 


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manufacturer coverage
term.  If the AGI Member does not want to
utilize the owner/manufacturer roadside program or service is unavailable
through that program, RA will provide the Services to the AGI Member in
accordance with this Agreement.


 


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


 


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


 


cc.           RA and AGI agrees that
fax notification service will be provided for each towing and on site
mechanical repairs episode performed as part of the Services under this
Agreement.   RA will send a fax to the
ISP performing the Services for the AGI Member as part of the standard dispatch
process to confirm the details of the dispatch episode including:  AGI Member name; year, make and model of
covered vehicle; location of disabled vehicle; destination address for towing
service; confirmation of coverages; and PO number.  Additionally, RA agrees to transmit a fax
notification to the repair facility, dealership or other vehicle destination
point confirming the details identified herein if a fax number can be obtained
from the repair facility or other destination as part of the dispatch process.


 


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


 


ee.           RA agrees to a dispatch guarantee for AGI Members which provides that
all AGI Members shall be afforded roadside assistance services for Services
upon request if the caller contacts RA through a dedicated AGI toll-free number
and their membership is not indicated as expired or cancelled in RA’s
database.  All AGI Members will be
afforded some type of coverage, which may include Sign and Drive service (no
expense to the AGI Member for Services); Reimbursement Service (AGI Members pay
for the services directly to the ISP and applies for reimbursement from AGI
only if service is not available through the RA Network or the AGI Member requests
to utilize a specific ISP not contracted with RA and not able to confirm
insurance qualifications at the time of dispatch) or Cash Call with No
Reimbursement (AGI Member pays for service directly at the time of the episode
to the ISP) if the service is not covered as part of their AGI membership
plan.  AGI agrees that AGI will be
responsible for payment of the Dispatch


 


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Fee to RA for all episodes whereby RA
provided dispatch assistance to an AGI Member in accordance with this
Agreement.


 


ff.            RA shall provide automatic dispatch
confirmation services (“Close the Loop Service”) for all AGI roadside
assistance episodes. RA will re-contact the AGI Member, within a timeframe
mutually agreeable to RA and AGI, following the dispatch of Services to confirm
that service has been received.  RA
advises the AGI Member at the time of the dispatch that RA’s automated dispatch
confirmation process will contact them to confirm that dispatch has been
completed.  If the AGI Member requests
that the Close the Loop Service be disabled for any reason, the dispatch
confirmation service is not provided to those AGI Members and the service is
confirmed by RA directly with the ISP performing the Service for the
disablement.  RA’s automated dispatch
confirmation system is automatically re-scheduled to contact the AGI Member
again if service was not rendered at the time of the first Close the Loop
Service attempt.  The Close the Loop
system will continue to contact the AGI Member to confirm service until a
positive confirmation of service rendered.


 


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


 


hh.          RA agrees that all RA Response Center personnel providing assistance
services for AGI Members in the United States are either full-time or part-time
employees of Brickell Financial Services Motor Club, Inc. dba Road America
Motor Club.  RA further agrees that AGI
Members traveling outside of the United States in countries or territories
whereby RA is authorized by AGI to perform the Services, such Services will be
provided by either full-time or part-time employees of one of RA’s Affiliate
Response Centers, as facilitated by RA’s United States Response Center.


 


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


 


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


 


ii.             RA agrees to utilize the same survey
questions that have been utilized for the AGI program to date, for at least
twelve (12) months from the AGI program launch with RA to favorably impact the
equality of the comparison of services rendered compared to AGI’s previous
months of experience with another provider.


 


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iii.            RA agrees to send a paper survey to one
hundred (100%) percent of the AGI Members who have utilized the AGI roadside
assistance services for at least the first ninety (90) days of the AGI roadside
assistance 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 assistance
services after the first ninety (90) days from the program launch with RA.


 


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


 


vi.            RA agrees that results of any surveys
conducted related to RA Services are utilized to identify areas of continued
success or areas where improvements can be made to increase the overall quality
or service experience by our clients and their AGI Members.  Survey results are provided to each
Department Director; high quality service is recognized and an action plan is
requested from all Directors where services can be improved.  Survey results and action plans are shared
with Affinity program management and results are tracked.


 


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


 


jj.             RA agrees to meet or exceed the minimum
service levels defined and mutually agreed upon by both parties for AGI Member
satisfaction ratings and to maintain a focus on continuous improvement
processes to increase all favorable results and high quality of services
rendered.


 


kk.           RA agrees if program service satisfaction levels as defined in this
Agreement (Exhibit B) are not met or exceeded for any month (by channel), an
Action 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 RA
at the end of the subsequent thirty (30) day period, a financial penalty of
fifty ($.50) cents per dispatch episode can be imposed by AGI reducing the
total Service Fees due for each subsequent month until the service levels meet
or exceed the minimum service levels required. 
In addition, if service levels are not met for 4 consecutive months, RA’s
inability to meet AGI’s requirements will be considered a material breach of
this Agreement and subject to the terms in Article 5(c)(i).


 


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


 


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monitored remotely by AGI specifically for
both the incoming calls from the AGI Member, the associated Dispatch calls to
prospective ISPs, and general AGI Member Info Calls.


 


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


 


nn.          RA agrees to provide one experienced, full time, dedicated Program
Manager 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 the
overall performance of the AGI program at times and locations mutually
agreeable to both parties.


 


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


 


i.              The Rally.


ii.             Quartzsite RV Show


iii.            Major Tow Show


iv.            RV Industry Annual Convention


 


3.             Relationship
of Parties.


 


a.             AGI shall be deemed as an independent
contractor in the performance of its duties hereunder.  Further, RA and AGI acknowledge and agree
that the relationship arising from this Agreement does not constitute or create
a general agency, joint venture, partnership, employee relationship or
franchise between them.


 


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


 


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


 


4.             Commencement
and Term of Agreement.


 


This Agreement
shall be binding on the parties hereto from the Contract Date.  If the Network Build Benchmarks have been met
or exceeded prior to the Effective Date, the term of this Agreement shall
commence at 12:00 A.M. Eastern Standard Time on the Effective Date and shall
expire at 11:59 P.M. Eastern Standard Time December 31, 2010, unless sooner
terminated as hereafter provided.  If the
Network Build Benchmarks have


 


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


 


5.             Termination.


 


a.             After
the initial three (3) year term of this Agreement, either party may terminate
this Agreement by giving the other party one hundred and twenty days (120) days
written notice, without any reason.  Unless
written notice is provided by either party to the other party at least one
hundred and twenty days (120) days prior to the expiration of the then current
term of this Agreement, this Agreement shall automatically renew for additional
successive terms of one (1) year each from the next succeeding anniversary of
the Effective Date.  The termination or
cancellation of this Agreement for any reason shall not relieve either party
from its respective obligations to provide services and make payments for
service commitments and payment obligations incurred prior to said termination
or cancellation.


 


b.             RA may immediately terminate this Agreement
upon 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 direct
materially adverse affect on RA.


 


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


 


c.             Either party may terminate this Agreement
upon 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 cured
within thirty (30) days of written notice of such material breach from the
non-breaching party.  Such date shall be
determined by the postmark on the envelope delivered to the breaching party.


 


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


 


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


 


13

















 


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


 


ii.             Upon the sale, assignment or other transfer
of 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 terminate
without 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 a
voluntary or involuntary petition of bankruptcy or the execution by either
party of an assignment of the benefit of creditors, or the appointment of a
receiver to either party.


 


14

















 


6.             Compensation.


 


RA and AGI agree to the
following Service Fee volume schedule for Services for AGI in accordance to
this 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 the
member’s manufacturer roadside assistance program during the member’s
eligibility period for roadside service through the manufacturer program.


 


d.             Concierge Assistance Service Fees: 
service call fee of $[      ]  per Concierge Assistance call for standard
concierge services including the following services requested specifically by
AGI:


 


•      Dealer Locator Services


•      Manufacturer Locator Services


•      Location Services (RV Repair Facilities, RV Parts Facilities and Retail
Stores, Service Facilities, Campgrounds, National Parks, Historic Sites, Fuel
Locations, 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


 


15

















 


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


 


e.             Tech Assist Service Fee Structure:  Technical Assistance service (as defined in
Exhibit B) for up to [      ]  Tech Assist calls per month utilizing a
minimum of [   ] dedicated Full Time
Equivalent Tech Assist agents has been incorporated into the RV Dispatch Fee
and 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 billed
to AGI on a per call basis at a rate of [   
] dollars ($[      ]) per Tech
Assist call.


 


f.              International Service Assistance:   RA will provide 24-hour roadside assistance
services for coverage in Mexico for both Auto and RV assistance through its
MAPFRE affiliate, Mexico Asistencia.  The
Mexico roadside assistance services will be provided on a pass through claims
basis 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 Dispatch
Fees for the AGI Dealer Program will not exceed [  ] dollars ($[      ]) per dispatch for up to [      ]  dispatches per year.  After [     
]  dispatches per year, RA agrees
to provide a financial analysis of the program to AGI, if necessary, to
demonstrate the need for the Service Fee rate adjustment, including but not
limited to: (a) total number of roadside assistance claims for the Dealer
Program; (b) total cost of roadside assistance claims for the Dealer Program;
(c) total administration expenses for the Dealer Program; and (d) total
revenues received by RA from AGI for the Dealer Program.  The parties shall attempt to re-negotiate and
mutually agree to a Service Fee increase to one of the AGI Service Fees so that
the Dealer Program fees will remain ($[     
]) per episode or to the Dealer Program Fees.


 


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


 


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


 


16

















 


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


 


	
  Service

  	
   

  	
  Average Cost per Claim

  	
   

  
	
  Auto Claim

  	
   

  	
  $

  	
  [     ]

  	
   

  
	
  RV claim

  	
   

  	
  $

  	
  [     ]

  	
   

  



 


7.             Savings
Share 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 – December
31, 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 difference
between the average guaranteed Auto Claim cost and the actual average Auto
Claim cost.


 


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


 


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


 


17

















 


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


 


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


 


The balance resulting from the Claims Guarantee and/or the Savings
Share 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 reported
to AGI by RA on a quarterly basis.


 


8.             Reporting.


 


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


 


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


 


18

















 


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


 


9.             Dedicated Numbers; Modifications; Invoices.


 


a.                     In accordance with AGI’s requirements, RA
shall provide coverage for all AGI Members who utilize AGI’s Dedicated Numbers
for assistance.  In the event callers do
not appear on any AGI Member listing supplied to RA by AGI as part of the
scheduled data transmission (No Record Calls), RA shall provide the AGI Member
with indemnified roadside assistance service as described herein in Exhibit B,
attached hereto and by reference hereof if RA can reasonably determine the
caller is entitled to such Services and if the caller was not reported as
cancelled or whose membership is not indicated as expired in the RA
database.  In the event that the caller does
not appear in a subsequent AGI Member listing supplied electronically to RA by
AGI, the claim cost of the roadside assistance services for these No Record
Calls plus the appropriate Dispatch Service Fee per episode will be included in
the 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 of
this Agreement, AGI may decide to modify, customize, enhance a Service to be
offered by AGI to AGI Members, or may decide to offer other RA membership
programs or services.  RA and AGI agree
that such new programs (including but not limited to the program benefit
descriptions, compensation schedules and other necessary information) shall be
added 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 of
reference.


 


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


 


iii.    For all dispatch fees and costs of claims of more than [ ] ([  ]) days since date of service that have not
been invoiced yet by ISP’s.  Cost of
claims for such claims older than [   ] ([   ]) days will be invoiced at an average cost
for the type of service rendered for the preceding three ([  ]) month period;


 


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


 


1.             Information Call Fees


2.             Concierge Assistance Service Fees


3.             Tech Assist Service Fees


 


19

















 


4.             International Service Assistance Fees


5.             Dealer Program Dispatch Fees


6.             Manufacturer Deflection Service fees.


 


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


 


e.             RA shall supply to AGI such information in
the possession of RA as AGI may from time to time reasonably request with respect
to the items for which AGI is required to reimburse or pay RA in connection
with the Services to be provided by RA hereunder, including copies of
supporting information relating to the costs of such Services or any other
costs incurred by RA that are required to be reimbursed by AGI in accordance
with the terms hereof.  AGI shall have
the right from time to time, upon reasonable prior notice, to inspect such
portion of RA’s books and records relating directly to AGI’s Programs as will
allow AGI to verify the correctness of the amounts that AGI is required to pay
RA hereunder.


 


10.           Confidentiality.


 


Each
party acknowledges that during the term of this Agreement, it shall have access
to confidential information and trade secrets of the other, including without
limitation, AGI Member lists and information concerning methods of operations,
provider lists, systems, products, and AGI Member information.  Each party acknowledges and agrees that the
foregoing confidential information is confidential and proprietary.  Each party understands and agrees that the
release of the information of the other party to any third party would cause
irreparable harm to the other party. 
Should either party be found to have violated the confidentiality
provision of this Agreement, it will be responsible for any damages including
costs and reasonable attorney’s fees arising out of the violation.
Additionally, RA agrees, for the term of this Agreement and for five (5) years
thereafter, that it will not, directly or indirectly on its own behalf or on
behalf of any third party, without prior written approval from AGI, solicit AGI
Members whose information is provided to RA for membership in an RA program.


 


11.           Indemnification/Hold Harmless.


 


a.             Each party agrees to indemnify, defend and
hold the other party harmless from any and all acts by the other party which
may be unauthorized hereunder or contrary to the terms and conditions of this
Agreement.


 


b.             AGI assumes liability for and agrees to
indemnify and hold RA, its respective successors, assigns and employees
harmless, from and against any and all liabilities, claims, actions, losses,
damages, injuries, penalties, costs, demands, and expenses (including without
limitation legal fees) of every kind and nature imposed on,


 


20

















 


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


 


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


 


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


 


e.             In case any such
action is brought against the Indemnified Party, and the Indemnified Party
notified the Indemnifying Party of the commencement thereof, the Indemnifying
Party will be entitled to participate therein and, to the extent that it may
wish, assume the defense thereof, with counsel reasonably satisfactory to such
Indemnified Party.  After notice from the
Indemnifying Party of its intention to assume


 


21

















 


the defense of an action, the Indemnified
Party shall bear the expenses of any additional counsel obtained by it, and the
Indemnifying Party shall not be liable to such Indemnified Party under this
Section 7 for any legal or other expenses subsequently incurred by such
Indemnified Party in connection with the defense thereof, other than reasonable
costs of investigation.  The Indemnified
Party may not settle any action without the written consent of the Indemnifying
Party, and the Indemnifying Party may not settle any action without the consent
of the Indemnified Party.  In either
event, consent shall not be unreasonably withheld.


 


12.           Miscellaneous.


 


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


 


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


 


c.             Modification.  No
alterations or additions to this Agreement shall be binding unless in writing
and signed by both parties, except as herein otherwise provided.


 


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


 


e.             Arbitration.  In case of any dispute arising from, or in
connection with the subject matter of this Agreement, including the
interpretation or enforcement of this Agreement, any such dispute shall be
submitted for mediation, and if still unresolved, it shall thereafter be
submitted to binding arbitration in accordance with the rules of the American
Arbitration Association (“AAA”).  The
arbitration 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, if
RA is initiating arbitration.  The
arbitrators shall have authority to decide all issues arising in connection
with the interpretation, enforcement or subject matter of this Agreement, and
shall further have the power to award declaratory relief, provisional relief in
the nature of injunctions and attachments and all other remedies available at
law or in equity, including the award of legal fees and costs to the prevailing
party but excluding consequential, punitive and exemplary damages.  The arbitration award may be confirmed and
entered as a judgment in any state or federal court in the United States.


 


f.              Articles and Headings.  The
paragraph headings used in this Agreement are included solely for convenience
and shall not affect, or be used in connection with, the interpretation of this
Agreement.


 


22

















 


g.             Notices.  Any
notice, demand, or communication required, permitted, or desired to be given
hereunder, shall be deemed effectively given when personally delivered or
mailed 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 the
attention of such other person(s) or officer(s) as either party may designate
by written notice.


 


h.             Waiver of Breach.  The
waiver by either party of a breach or violation of any provision of this
Agreement shall not operate as, or be construed to be, a waiver of any
subsequent breach of the same or other provision hereof


 


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


 


j.              Additional Assurances.  The
provisions of this Agreement shall be self-operative and shall not require
further agreement by the parties except as may be herein specifically provided
to the contrary; provided, however, that at the request of either party, the
other shall execute such additional instruments and take such additional acts
as may be necessary to effectuate this Agreement.


 


k.             Force Majeure. 
Neither party shall be liable nor deemed to be in default for any delay
or failure in performance under this Agreement or other interruption of service
or employment deemed resulting, directly or indirectly, from Force Majeure
events 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’s
vendors undue financial burden, or any similar or dissimilar cause beyond the
reasonable control of either party.


 


23

















 


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


 


m.            Entire Agreement.  This
Agreement supersedes all previous contracts and constitutes the entire
Agreement between the parties.  Neither
party shall be entitled to any benefits other than those specified herein.  No oral statements or prior written material
not specifically incorporated herein shall be of any force and effect and no
changes in or additions to this Agreement shall be recognized unless
incorporated herein by amendment as provided herein, such amendment(s) to
become effective on the date stipulated in such amendments.  Each party hereto specifically acknowledges
that in entering into and executing this Agreement, such party relies solely
upon the representations and agreements contained in this Agreement and no
others.


 


n.             Restricted Authority.  AGI
and RA shall have no authority other than as expressly granted by this
Agreement.  Neither RA nor AGI is
authorized to alter, waive, or modify any of the terms or conditions of any
program offered by the other, or to enter into any agreement or contract on
behalf of the other, or to accept any money on behalf of the other or extend
credit for or on behalf of the other.


 


o.             Counterparts.  This
Agreement may be executed in counter parts and upon the execution by all
parties, any one of which may be taken as an original.


 


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


 


q.             Exclusivity.  RA
agrees 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 or
emergency roadside assistance services, or target as a client, any other entity
engaged primarily in the recreational vehicle business, including, without
limitation, recreational vehicle manufacturers, recreational vehicle
associations or recreational vehicle marketing companies or other direct
competitors of AGI or the AGI Clubs (a “Competitor”).  Provided, however, that this exclusivity
limitation shall not preclude RA and its affiliated and related companies from
providing such services for RA’s existing clients as of the Contract Date of
this Agreement


 


24

















 


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

  	
   

  



 


25