**Exhibit 10.49**

 

**AMENDED ANDRESTATED MARKETING AGREEMENT**

 

AMENDED AND RESTATEDMARKETING AGREEMENT, dated as of the 15th day of May, 2002 by and between (i)CAMPING WORLD, INC., a Kentucky corporation (“Camping World”), CWI, Inc., aKentucky corporation and a wholly-owned subsidiary of Camping World, doingbusiness as CAMPING WORLD INSURANCE SERVICES, INC. (“CWI, Inc.”), CAMPING WORLDINSURANCE SERVICES OF NEVADA, INC., a Nevada corporation (“CWIS Nevada”), andCAMPING WORLD INSURANCE SERVICES OF TEXAS, INC., a Texas corporation (“CWISTexas,” and collectively with CWI, Inc. and CWIS Nevada, “CWI”), and (ii)AFFINITY GROUP PLANS, INC., a Delaware corporation (“AGP”), NATIONAL ALLIANCEINSURANCE COMPANY, a Missouri domiciled insurance company (“NAIC”), NATIONALGENERAL INSURANCE COMPANY, a Missouri domiciled insurance company (“NGIC”), andNATIONAL GENERAL ASSURANCE COMPANY, a Missouri domiciled company (“NGAC”).  NAIC, NGIC and NGAC are herein individuallyand collectively referred to as the “Insurer”.

 

WITNESSETH:

 

WHEREAS, Camping World, AGP and certain otherparties were parties to (i) a Founders Agreement dated as of July 21, 1992, asamended, relating to, among other things, the granting of insurance marketingrights to AGP with respect to Camping World and its customers including throughsolicitation of Camping World customers at kiosks located at its stores andthrough its mailing list, including the “Camping World’s President’s Club”program (the “President’s Club”); (ii) various Kiosk Agreements, dated as ofJune 1, 1995, as amended, relating to the provision of certain services by AGPto Camping World and its customers at kiosks located on the premises of CampingWorld Stores, (iii) a Letter Agreement dated October 1997 relating to thematters described in clauses (i) and (ii) and certain other matters, (iv) aTrademark License Agreement, dated August 13, 1992, as amended, (v) a CWITransfer Agreement, dated August 13, 1992, as amended, and (vi) theStockholders Agreement dated as of September 30, 1994 and related documents andinstruments pertaining to the common stock of AGP held by Camping World (theagreements referred to in clauses (i) through (vi) and all other documents,instruments and agreement between Camping World or CWI, on the one hand, and AGPor NAIC, on the other hand, relating to the subject matter hereof beingcollectively referred to herein as the “Former Marketing Arrangements”); and

 

WHEREAS, Camping World and CWI, on the one hand,and AGP and NAIC, on the other hand, amended and restated in all respects theFormer Marketing Arrangements to provide for, among other things, new andongoing cooperative marketing and other business relationships between CampingWorld and CWI, on the one hand, and AGP and NAIC on the other hand and memorializedsuch new agreement in the marketing agreement dated December 31, 1998 (the“Revised Marketing Agreement”), and in connection therewith also executed aletter agreement dated February 11, 1999 (the “Letter Agreement”) and a Rightof First Offer Agreement dated December 31, 1998, (the Revised MarketingAgreement, the Letter Agreement and the Right of First Offer Agreement arehereinafter collective referred to as the “Existing Marketing Agreement”),which Revised Marketing Agreement was approved by the Missouri and CaliforniaInsurance Departments; and

 

WHEREAS, in connection with a sale of AGP, and itswholly-owned subsidiary NAIC to Motors Insurance Corporation, Camping World andCWI, on the one hand, and AGP and the Insurer on the other hand desire to amendand restate in all respects the Existing Marketing Agreement to provide for,among other things, new and ongoing cooperative marketing and other businessrelationships between Camping World and CWI, on the one hand, and AGP and theInsurer on the other hand.

 

**NOWTHEREFORE,** in consideration of the premises and of the respective representations,warranties, covenants, agreements and conditions contained herein, and forother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereby agree as follows:

 

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**ITHE EFFECTIVE TIME**

 

1)                                      This Agreementshall become effective on May 15, 2002 (the “Effective Time”).  This Agreement shall supersede the Existing MarketingAgreement in all respects and the term of the Existing Marketing Agreementshall be deemed to have expired at the Effective Time, and the parties agree totake such action, including delivery of documents or certificates, as isreasonably necessary to evidence the termination of the Existing MarketingAgreement and the parties agree to waive any and all terms and conditions thatmay have otherwise survived a termination of the Existing MarketingAgreement  Notwithstanding theforegoing, this Agreement shall apply to all NAIC policies in effect under theExisting Marketing Agreement at the Effective Time (the “Existing Policies”).

 

# **IIMARKETING ARRANGEMENTS**

 

1)                                      CWI and CampingWorld hereby, jointly and severally, grant to Insurer and its Affiliates, thesole and exclusive right and authority (as provided in Section II 4 below) tooffer, sponsor, market and sell Insurance and Insurance Products, as defined inArticle VIII, to any and all of Camping World’s Customers, as defined in Article VIII,during the Term, as defined in Article VIII. To the zextent any Affiliate of Insurer offers and sells Insurance andInsurance Products hereunder, such Affiliate will agree to be bound by theterms and conditions hereof prior to offering any such products for sale.

 

2)                                      Without limitingthe foregoing, and in furtherance of the right granted to Insurer in subsectionII (1) above, CWI and Camping World hereby grant to Insurer and its Affiliatesthe following rights:

 

(a)                                  The right to useall logos, service marks, trade names, trademarks and other intellectualproperty of Camping World and CWI (including, but not limited to the “CampingWorld” tradename and, subject to the prior approval of Camping World and CWI,the ability to utilize the Camping World and CWI websites, if any), but only inconnection with the marketing of Insurance and Insurance Products to Customersand the performance of Insurer’s duties hereunder.  Use of the CWI website shall be subject to all restrictions,rules or other requirements established from time to time by CWI for use of itswebsite.

## *** ***

## ***(b)***                                 The exclusive right to market Insurance and InsuranceProducts to Customers of Camping World through Camping World facilities or withCamping World’s sponsorship or cooperation.

 

## ***(c)***                                  The right to use the Customer mailing list (the“Customer List”), and such other information relating to Customers in thepossession of Camping World and CWI as Insurer may reasonably request, but onlyin connection with the marketing of Insurance Products to Customers and Insurer’sperformance hereunder.

 

## ***(d)***                                 The right to receive quarterly reports (each a“Customer Report”) which shall include (i) an updated Customer List containingthe most current names, addresses and other data available to Camping Worldwith respect to its Customers, (ii) a list of the most current names,addresses, dates of birth, email addresses and other data available to CampingWorld with respect to the President’s Club members, (iii) a list of new CampingWorld Customers and new President’s Club members since the last CustomerReport, (iv) any changes or corrections, of which Camping World is aware, tothe last Customer List delivered to Insurer or to any Customer or President’sClub member information previously delivered to Insurer, and (v) such otherinformation in the possession of Camping World relating to Customers,President’s Club members and Insurance or Insurance Products issued toCustomers as Insurer may reasonably request.

 

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## ***(e)***                                  Reasonable rights of access to:

### ** **

| **(i)**   |   | **all Camping World stores for display or  distribution of marketing materials and participation in on-site promotional  events, provided that the location and prominence of such materials shall be  reasonably determined by Camping World;** |
|-----------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |   |                                                                                                                                                                                                                                             |
| **(ii)**  |   | **space, the location of which shall be reasonably  determined by Camping World, in Camping World catalogs on a regular basis for  Insurer’s insurance advertisements and editorials, bind-in cards and other  inserts; and**               |
|      |   |                                                                                                                                                                                                                                             |
| **(iii)** |   | **space for insurance materials in all President’s  Club membership and renewal kits, and stand alone outserts in all President’s  Club newsletters.**                                                                                 |

### ** **

 

3)                                      Camping World andCWI will provide space for a promotional kiosk unit in such of the CampingWorld retail stores as are designated by either party hereto (collectively, the“Kiosks”), subject to the consent of the other party, which consent shall notbe unreasonably withheld or delayed. The Kiosks to be placed in stores so selected shall be approximately 45square feet of floor space in size and shall be used to inform Customers aboutthe Insurance and Insurance Products available through Insurer, to generateleads for Insurance and Insurance Products and to take all other actionsnecessary or desirable to effect, or incident to, the above described uses ofsuch space.  Any individual sellinginsurance at any such Kiosk shall be a CWI or Camping World employee and shallbe a licensed insurance agent of Insurer. Location of the Kiosk will be in a high visibility, high traffic areaapproved by CWI and Insurer, which approval shall not be unreasonably withheldor delayed.  Camping World furtheragrees that the licensed insurance agents shall have the non-exclusive right touse for their generally intended purpose of marketing the Insurance andInsurance Products all interior and exterior areas of the Camping World storeand grounds surrounding the Camping World store that are generally available tothe public, including entrances, lobbies, corridors, stairways, elevators, hallways,restrooms, vending areas, parking areas and sidewalks.

 

4)                                      Camping World andCWI shall not offer, sponsor, support, market, sell or advertise any Insuranceor Insurance Products, other than pursuant to this Agreement, provided, that inthe event that Insurer does not offer a particular type of Insurance orInsurance Product, Camping World or CWI may submit a written request (a“Coverage Proposal”), including a reasonably detailed proposal to Insurer forInsurer to make that type of Insurance or Insurance Product available toCustomers.  Within 60 days afterreceiving such Coverage Proposal, Insurer may inform Camping World or CWI, asthe case may be, in writing (a “Notice of Coverage”) that it intends to makethe requested type of Insurance or Insurance Product available to Camping WorldCustomers on the same terms and conditions as set forth in the CoverageProposal.  Insurer may not give a Noticeof Coverage unless Insurer is capable of providing the Insurance or InsuranceProduct described in the Coverage Proposal on the same basis, including timeframes (and specifically including the same time frames required to makenecessary state rate or other filings), and of the same scope of coverage asdetailed in the Coverage Proposal.  TheNotice of Coverage shall describe, in reasonable detail, the terms of coverageas Camping World, or CWI, as the case may be, may reasonably have requested inits Coverage Proposal.  If Insurer hasgiven a Notice of Coverage, Insurer shall make such coverage available directlyto Camping World Customers in accordance with the terms of the CoverageProposal.  Any type of Insurance orInsurance Product so made available by Insurer to Customers is herein referredto as “Covered Insurance.”  If a Noticeof Coverage is not delivered by Insurer as aforesaid, Camping World and CWI maysolicit any other entity to make that type of Insurance available and may,within 90 days after expiration of the 60 day period referred to above, enterinto an agreement with any other entity to sponsor, underwrite, issue, supportor advertise that type of Insurance in accordance with the Coverage Proposal(i.e. not on terms either more favorable to the applicable insurer or lessfavorable to Camping World or

 

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CWI).  Thefees with respect to Covered Insurance shall be as set forth in ArticleIII.  If, at the end of the 90-dayperiod referred to above, Camping World or CWI has not entered into andconsummated agreements with any other entity relating to such Insurance orInsurance Products as described in this Section 4, the provisions of thisSection 4 shall once again apply with respect to such Insurance or InsuranceProducts.  Notwithstanding the foregoing,neither Camping World nor CWI shall be precluded from providing (i) advertisingspace in Camping World or CWI publications or (ii) access to vendors at CampingWorld or CWI promotions or events (other than at retail stores or other similaroutlets) on the same terms as made available to similarly situated vendors andin the ordinary course of Camping World’s and CWI’s business.

 

5)                                      The parties heretoacknowledge that Camping World and CWI provide names and addresses of Customersto other entities and agree that Camping World and CWI may continue to providenames and addresses of Customers to other entities with respect to products andservices other than Insurance and Insurance Products.

 

6)                                      Camping World, CWIand Insurer shall make, and cause their respective subsidiaries to make theirbooks and records available to the employees and agents of the other during theTerm of this Agreement for purposes of verifying that the obligationsundertaken by such first party under this Agreement have been met.  Any such examination shall occur at thebusiness office of the party being examined during normal business hours, andshall be conducted in a manner designed not to be disruptive of the normalbusiness activities of such first party. The provisions of such materials shall be subject to the confidentialityprovisions of Article V.

 

7)                                      Camping World andInsurer shall deliver to the other, for the other’s prior written approval, theform of documents contemplated for distribution which refer to the other partyor any subsidiary of the other party and shall not distribute any such form ofdocument prior to its receipt of written approval therefor from the otherparty.  Insurer recognizes that thetrade names “Camping World” and “President’s Club” and all other trade names,trademarks, service marks, logos and slogans used by Camping World or CWI shallremain the sole and exclusive property of Camping World or CWI, as the case maybe, and Insurer agrees that such trade names, trademarks, service marks, logosand slogans, and any other materials that would cause Customers to recognize anassociation with Camping World shall be used by Insurer only after receivingprior written approval from Camping World or CWI, as the case may be, and thenonly in connection with the services to be provided by Insurer pursuant to theterms of this Agreement.  No priorwritten approval required under this Section II(7) shall be unreasonablywithheld or delayed and such prior written approval shall be deemed to havebeen given if the other party does not respond in writing within thirty (30)days after the form of document or other material to be approved has beendelivered to the other party pursuant hereto.

 

8)                                      Insurer willexpend a reasonable amount of research and development resources to refine anddevelop Insurance and Insurance Products, marketing strategies and operationalprocedures specifically designed for the sale of Insurance and InsuranceProducts to Customers.

 

9)                                      The marketingactivities of Insurer shall include, but not be limited to, arrangingpromotional events and display advertisements at Camping World stores,providing marketing materials for distribution at Camping World stores, atfunctions such as automobile and recreational vehicle shows at which CampingWorld is represented, and in Camping World catalogs, direct mailings, CampingWorld President’s Club materials and other advertisements.  Periodically, Insurer will also provideeditorials, columns and other articles for publication in Camping Worldnewsletters.  Subject to Article III,Insurer shall be responsible for creative design, production and distributionof promotional materials associated with such program.  All costs and expenses of marketing andselling Insurance and Insurance Products to Customers shall be theresponsibility of the parties as set forth in Article III, Fees and Expenses.

 

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10)                                Insurer shall beresponsible for all insurance services related to Covered Insurance including,without limitation, premium billing, claims adjustment, claims processing andhandling of policy inquiries, changes and renewals.  To the extent Insurer solicits Customers directly, in addition tothe foregoing, Insurer shall be responsible for quoting rates, taking applicationsfor insurance and binding coverage.

 

11)                                Insurer shallperform its duties and activities as provided in this Agreement in accordancein all material respects with applicable law and Insurer shall use its goodfaith and reasonable efforts to provide a level of customer servicesubstantially equivalent to the level of customer service being provided byNAIC prior to the Effective Time.

 

12)                                Any one of theparties constituting the Insurer shall provide, as applicable, to CampingWorld, and Camping World shall provide and cause each of its respectivesubsidiaries to provide to Insurer, such information as is mutually agreed toby the parties hereto regarding all insurance marketing activities, and theamount of Direct Written Premiums received on Covered Insurance.  During such period after the term of thisAgreement for which payments are due under Article III of this Agreement, theInsurer, as applicable, shall provide to Camping World reports as to the amountof Direct Written Premiums received on Covered Insurance which is (a) issuedthrough any Insurer to Customers pursuant to applications made during the Termof this Agreement and (b) renewed by Customers at any time until five yearsafter expiration of the Term of this Agreement.  Reports containing such information shall be substantially in theform, and shall be supplied with such frequency (at least monthly) as may bemutually agreed upon by the parties.

 

13)                                Right of FirstOffer

 

(a)                                  Insurer herebygrants to CWI a right of first offer (the “Right of First Offer”) to establishprograms (the “Covered Programs”) involving the offering, marketing,underwriting, issuance or sale of any Vehicle Coverages or other CoveredInsurance through any one or more of the distribution channels identified on **Exhibit A**attached hereto (each, a “Sponsored Distribution Channel”).  With respect to the Sponsored DistributionChannels identified on **Exhibit A** that are parties to existingagreements with Insurer, the Right of First Offer does not apply to CoveredPrograms established pursuant to the terms of such existing agreements duringthe current term thereof.

 

(b)                                 In the event thateither Insurer or CWI proposes a Covered Program through a SponsoredDistribution Channel, the parties shall attempt to establish the CoveredProgram by mutual agreement.  If theparties are unable to establish a mutually acceptable Covered Program, theparty proposing the Covered Program shall submit its proposal (a “ProgramProposal”) in writing to the other party hereto, including a reasonablydetailed description of the terms on which the Covered Program would be madeavailable through the Sponsored Distribution Channel.  Insurer and its Affiliates agree not to offer, market,underwrite, issue or sell any Vehicle Coverages or other Covered Insurancethrough one or more Sponsored Distribution Channel on terms that are lessfavorable to Insurer than the terms contained in the Program Proposal.

 

(c)                                  Notwithstandinganything to the contrary in this Section 13, the total fees payable by Insurerin connection with any Covered Program through a Sponsored Distribution Channelshall not exceed the fees set forth in Section III(2).

 

14)                                Neither CampingWorld, CWI or any of its Affiliates will take any affirmative action with theintent of, or in furtherance of, depriving Insurer of the intended benefits ofthis Agreement; provided, however, that the conduct of business in the ordinarycourse by Good Sam shall not be deemed to be a breach of this Section 14.

 

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15)                                Neither Insurernor any of its Affiliates will take any affirmative action with the intent of,or in furtherance of, depriving Camping World or CWI of the intended benefitsof this Agreement.

 

# **IIIFEES AND EXPENSES**

 

1)                                      In considerationof the exclusive rights granted hereunder to Insurer, NAIC, NGIC or NGAC, asthe case may be, hereby agrees to pay to the entity designated by CWI that is alicensed insurance agency, for each full or partial calendar month during theperiod from the Effective Time until the fifth anniversary of the EffectiveTime, amounts in cash equal to seven percent (7%) of Direct Written Premiumsfor (a) all Existing Policies and (b) all new and renewal policies writtenpursuant to the terms hereof.

 

2)                                      Beginning on thefifth anniversary date of the Effective Time and continuing until thetermination of this Agreement, the percentage set forth in Section III 1 aboveshall be changed to eight and one-quarter percent (8.25%) of Direct WrittenPremiums.

 

3)**                                     **If Insurerterminates this Agreement, or if upon expiration of the Term Insurer does notelect or agree to renew the Agreement on the terms of the Agreement then ineffect, the payments contemplated by Sections III(1) and (2) shall continue tobe paid by Insurer to CWI for a period of five (5) years following termination(the “Run-Off Period”), and calculated as provided in Sections III(1) and (2)except that for each year during the Run-Off Period, the percentage referencedin Sections III(1) and (2), shall be multiplied times a fraction, the numeratorof which is the Direct Written Premium for the Covered Insurance for the yearand the denominator of which is the Direct Written Premium for the yearimmediately preceding such year.  Thisprovision shall not be applicable to any termination or election not to renewby Camping World or CWI.

 

4)                                      During the Run-OffPeriod, as long as CWI is continuing to receive the payment described inSection III(3) above, CWI and Camping World will not engage in, use, sponsor,endorse, recommend or otherwise participate in any telephone solicitation ordirect mail solicitation that is (a) directed at the Customers that are stillprovided an Insurance Product by Insurer and (b) intended for the purpose ofsoliciting such Customers to cancel, terminate or allow to lapse insurancepolicies written pursuant to the terms of this Agreement and to replace suchpolicies with new policies offered by an insurance company other thanInsurer.  Prior to making anysolicitation not otherwise prohibited by this Section, Camping World shalldelete from the membership list(s) of it and its Affiliates the names of allCustomers described in this paragraph prior to such solicitation.  This provision shall apply to all Customersthat continue to pay premiums that are included in the Direct Written Premium.

 

5)                                      At the expirationof each month, NGIC, NGAC, or NAIC, as the case may be, shall, withintwenty-one (21) days after such expiration, make the necessary calculations andremit to the entity designated by CWI that is a licensed insurance agency, bywire transfer any payment as may be due for such month pursuant to this ArticleIII**. **Notwithstanding the foregoing,NGIC, NGAC or NAIC, as the case may be, shall provide monthly reports of DirectWritten Premium to CWI not later than fifteen (15) days after then end of eachmonth.

 

6)                                      Camping World andInsurer agree that there are certain costs associated with the construction andoperation of the Kiosks.  The categoriesof costs associated with construction and operation of the Kiosks are identifiedon **ExhibitB** hereto.  Camping Worldand Insurer further agree that not all of the costs of constructing andoperating the Kiosks relate to the marketing and promotion of the Insurance andInsurance Products.  Insurer agrees toreimburse Camping World for fifty percent (50%) of the costs of theconstruction of new Kiosks and operation of all Kiosks associated with the saleof Insurance and Insurance Products only. Insurer’s share of expenses 

 

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associated with the construction of new Kiosks andoperation of all Kiosks in the Camping World stores shall be calculated byadding the total of all expenses associated with the construction of new Kiosksand operation of all Kiosks, less the expenses allocable to the sale of productsother than Insurance Products, and multiplying the result of such calculationby 50%.  Camping World shall provide areport to Insurer (the form of which shall be mutually agreed upon) withintwenty-five (25) days after the end of each month of all of Camping World’sexpenses associated with the construction of new Kiosks and operation of allKiosks for such month.  Payment toCamping World for Insurer’s share of such expenses shall be made withintwenty-one (21) days after Insurer’s receipt of such report.  The categories of costs and the percentagerelated to Insurance and Insurance Products for the calendar year 2002 are setforth on **Exhibit B** hereto. Camping World and Insurer agree to review such percentages on a monthlybasis.  This provision is not applicableduring the Run-Off Period.

 

7)                                      Camping World andInsurer recognize that substantial advertising, mailing and promotionalexpenses will be needed in creating interest in the Insurance Products.  Camping World agrees to reimburse Insurerfor fifty percent (50%) of the Marketing Expenses (as defined on **Exhibit C**hereto) associated with marketing the Insurance Products.  The rate charged for such advertising inCamping World’s catalog and other publications shall be at the “house rate” aspreviously defined by the parties. Insurer shall provide a report to Camping World (the form of which shallbe mutually agreed upon) within twenty-five (25) days after the end of eachmonth outlining all of Insurer’s Marketing Expenses for such month.  Payment to Insurer for Camping World’s shareof such expenses shall be made within twenty-one (21) days after CampingWorld’s receipt of such report.  Thisprovision is not applicable during the Run-Off Period.

 

8)                                      All Insurance andInsurance Products issued pursuant to the terms of this Agreement shall becoded by Insurer for tracking purposes. Insurer agrees to provide CWI with the applicable coding needed to trackinquiries or applications for Insurance and Insurance Products.  Insurer agrees that Customers will beprompted by Insurer’s representatives to reveal the applicable code.  CWI shall be entitled to fees under ArticleIII of this Agreement only for applications reflecting the appropriate coding.

 

9)                                      All fees andexpenses payable by Insurer to CWI hereunder with respect to the provisionshereof are set forth herein.

 

10)                                Anything in thisAgreement to the contrary notwithstanding, the parties hereto agree that MotorsInsurance Corporation shall not be entitled, regardless of any other rights itmay otherwise have, to offset the amount of indemnity or other amounts owed toit under the Stock Purchase Agreement from any amounts due to Camping World orCWI under this Agreement.

 

# **IVOTHER MARKETING AGREEMENTS**

 

1)                                      Camping World, CWIand Insurer agree to share with each other, to the extent they are legallyentitled to do so, customer lists, reports and other database informationrelating to Camping World Customers which might be of use to such other partyin its business.  The confidentialityprovisions of Article V will apply with respect to the information shared.

 

# **VCONFIDENTIALITY**

 

1)                                      The parties herebyagree that each has received, and may be receiving, from the other partieshereto information that is confidential and highly proprietary, whichinformation may include customer lists, customer reports, reserve information,renewal information and other information 

 

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relating to the business and operations of suchother party (“Confidential Information”) and such party hereby agrees that ithas kept, and will continue to keep, such information confidential and it hasnot used, and it will not use, such information for any purpose other than infurtherance of the purposes of this Agreement or in any way detrimental to theproviding person or its Affiliates (it being understood that such ConfidentialInformation may be disclosed to the extent necessary or required in order tocomply with applicable law, rule or regulation or for legal, administrative orregulatory reasons or in order to enforce any right hereunder).  Confidential Information shall not includeinformation which (i) was or becomes generally available to the public otherthan as a result of disclosure by such first party or its directors, officers,employees or agents, (ii) was or becomes available to such first party on anon-confidential basis prior to its disclosure to them by the other party, or(iii) was or becomes available to such first party on a non-confidential basisfrom a source other than such other party’s directors, officers, employees oragents, provided that such source is not bound by a confidentiality agreementwith respect to such information.

 

2)                                      Each party heretothat is a financial institution (as such is defined by federal, state and locallaws) agrees not to disclose any non-public personal information (as such isdefined by federal, state and local laws) concerning customers and consumers(as defined by federal, state and local laws), to comply with all state andfederal laws and regulations with regard to the use and protection of suchinformation, including but not limited to the Gramm-Leach-Bliley Act and notdistribute, disseminate or reveal any such non-public personal information toany other party, other than the parties set forth herein, except as allowed orrequired by any law, regulation or other lawful order.

 

3)                                      Upon anyexpiration or termination of this Agreement, the parties hereto agree topromptly deliver to the other party, at such party’s written request, allwritten materials containing Confidential Information.

 

4)                                      The parties heretoagree not to directly or indirectly solicit for employment or hire or retainany employee or advisor or agent of the other party or of the other party’sAffiliates; provided that the foregoing provision will not prevent anysolicitation of employment not specifically directed toward the other party’sor such other party’s Affiliates, employees, advisors or agents.

 

# **VIREPRESENTATIONS AND WARRANTIES**

 

1)                                      Each of CampingWorld and CWI, with respect to itself, and Insurer, with respect to itself,represent and warrant to the other parties hereto as follows:

 

(a)                                  the execution anddelivery of this Agreement by such party has been duly authorized and adoptedby resolution of such party;

 

(b)                                 such party’sobligations under this Agreement are legal, valid and binding obligationsenforceable against such party in accordance with its terms; and

 

(c)                                  such party is nota party to, or bound by, any contractual agreement or instrument which wouldprevent or impede or restrict such party’s performance under this Agreement.

 

# **VIITERM AND TERMINATION**

 

1)                                      The Term of thisAgreement shall commence upon the Effective Time and shall extend, withoutinterruption except to the extent otherwise expressly provided in thisAgreement, to and including a date that is ten (10) years from the EffectiveTime.  Thereafter the Agreement shallautomatically 

 

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renew for consecutive ten (10) year periods, unlessterminated by written notice by either party to the other not less than sixty(60) days prior to the termination of the original term hereof or any extensionhereof.

 

2)                                      Notwithstandinganything herein to the contrary, if Camping World or CWI, on the one hand, orInsurer, on the other hand, fails to perform any of its obligations under thisAgreement and such breach is material, the other party may deliver a writtennotice (a “Notice of Breach”) describing such violation or nonperformance inreasonable detail.  The breaching partyshall have thirty (30) days in which to cure the violation or non-performancedescribed in the Notice of Breach; and if such party does not cure suchviolation or non-performance as aforesaid, the party delivering the Notice ofBreach may terminate this Agreement upon a further thirty (30) days’ writtennotice to the other party which termination shall take effect on the 30thday after delivery of such second notice. For the avoidance of doubt, (and in addition to or in place of deliveryof notice of such termination), the non-breaching party may pursue at law or atequity any other rights or remedies (including specific performance) for anyfailure by the other party to perform any of its obligations hereunder.

 

3)                                      Notwithstandinganything herein to the contrary, if Camping World or CWI reasonably determinesthat Insurer is performing its duties hereunder in a manner that has a materialadverse effect on the business or goodwill of Camping World or CWI or any oftheir subsidiaries, or if Insurer reasonably determines that Camping World orCWI is performing its duties in a manner that has a material adverse effect onthe business or goodwill of Insurer, Camping World or Insurer, as the case maybe, may deliver a written notice (a “Notice of Injury”) describing the acts andadverse effects in reasonable detail. The party receiving the Notice of Injury shall have thirty (30) days inwhich to change the manner in which it performs such duties so as to eliminatethe material adverse effect.  If the partyreceiving any such Notice of Injury fails to make changes to eliminate suchdefect, the party delivering the Notice of Injury may terminate this Agreementupon thirty (30) days written notice to the other party.

 

# **VIIIDEFINITIONS**

 

**As used herein the following termsshall have the following meanings:**

 

Affiliate.  When used with respect to any Person meansany other Person, which directly or indirectly controls, or is controlled by oris under common control with such Person. For purposes of this definition, “control” (including the correlativeterms “controlling,” “controlled by” and “under common control with”), withrespect to any Person, shall mean possession, directly or indirectly, of thepower to direct or cause the direction of the management and policies of suchPerson, whether through the ownership of voting securities or by contract orotherwise.  With respect to investmentpartnerships, to the extent the organization documents thereof require orpermit a distribution of assets to partners and others upon the liquidation orwinding up of the investment partnership or otherwise, the term Affiliate shallinclude such partners and others.

 

Branded.  As applied to Insurance or InsuranceProducts, means Insurance or Insurance Products that bear, or are marketed orsolicited, using a trade name, trademark, service mark, logo, or slogan of aPerson other than the person that is issuing such Insurance or InsuranceProducts or is otherwise sponsored by such first Person.

 

Coverage Proposal.  See Section II(4).

 

Covered Insurance.  See Section II(4).

 

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Customers.  Means customers of Camping World, includingwithout limitation, its catalogs, retail stores, other selling outlets andmembers of any of its present or future affinity or other clubs, membershipsorganizations, including the President’s Club.

 

Customer List.  See Section II(2)(c).

 

Direct Written Premium.  Direct Written Premium, for any period,means gross premiums, less credits for premium cancellations and returnsrecorded and received by Insurer during such period.

 

Effective Time.  See Section I(1).

 

Existing Policies.  See Section I(1).

 

Insurance and Insurance Products.  Any automobile or recreational vehicleproperty and casualty insurance product, including Vehicle Coverage, butspecifically excluding Warranty Coverage and roadside assistance service.

 

Notice of Breach.  See Section VII(2).

 

Notice of Coverage.  See Section II(4).

 

Notice of Injury.  See Section VII(3).

 

Person.  An individual, corporation, partnership,limited liability company, joint venture, a trust, an unincorporatedorganization or any other entity or organization, including a government, apolitical subdivision or any agency or instrumentality thereof and shall includethe plural thereof.

 

Stock Purchase Agreement.  The Stock Purchase Agreement dated as ofMarch 15, 2002 by, among others, Motors Insurance Corporation, AGP and theshareholders of AGP.

 

Term.  See Section VII.

 

Vehicle Coverage.  Private passenger automobile liability andphysical damage insurance coverages (which, for avoidance of doubt, includesall insurance coverages reasonably related thereto including, withoutlimitation, comprehensive, collision, third party property damage and bodilyinjury liability coverages and personal injury protection).  Automobile includes private passengerautomobiles and recreational vehicles, motor homes, travel trailers, minivans,sport utility vehicles, and other similar vehicles or items.

 

Warranty Coverage.  Means insurance that covers the warranty (orextensions thereof) provided by a manufacturer of such manufacturer’s products.

 

# **IXMISCELLANEOUS**

 

1)                                      This Agreementdoes not make any party hereto the agent of the other, nor does it create apartnership, a consortium, an association, a joint venture, or any form ofjuristic person or entity.  No partyhereto shall have any authority or right to assume or create obligations of anykind or nature, express or implied, on behalf of, or in the name of any otherparty, nor to accept service of any legal process of any kind addressed to orintended for any other party, nor to bind any other party in any respect,without the specific prior written authorization of such other party.

 

2)                                      Each of CampingWorld and CWI on the one hand, and Insurer on the other hand agrees toindemnify and hold harmless the other and their respective Affiliates, and itsand their respective employees, officers, directors, shareholders and agents,from and against any and all claims, demands, losses, damages, liabilities,lawsuits, and other proceedings, judgments and awards and costs and expenses(including, but not limited to reasonable attorneys’ fees) arising directly orindirectly in whole or in part out of the performance by the other party or itsAffiliates (or any of its or their respective employees, officers, directors,shareholders, agents and affiliates) of their respective obligations under thisAgreement.  This provision shall surviveany expiration or other 

 

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termination of this Agreement for a period of three(3) years from the termination of this Agreement.

 

3)                                      Neither CampingWorld or any of its subsidiaries, on the one hand, nor Insurer, on the otherhand, shall directly or indirectly, sell, assign or transfer (other than apledge, transfer or collateral assignment to a lender)(collectively “transfer”)any of its rights or obligations contemplated under this Agreement withoutfirst obtaining the written consent of the other party.  This Agreement shall inure to the benefit ofand be binding upon the parties (including, without limitation, each subsidiaryof Camping World), their successors, trustees, permitted assigns, receivers andlegal representatives but shall not inure to the benefit of any other person orentity, except as specifically contemplated by Section IX(3).  So long as there is no material adversechange to the benefits or obligations of the parties under this Agreement,reinsurance or other similar risk spreading or transfer methods by Insurer orits use of a managing general agent, shall not be deemed (i) a violation of, orinconsistent with, the terms hereof or (ii) a transfer for the purposes of theforegoing.  Neither Camping World, CWInor any Insurer shall transfer all of its assets or any business unit unlessthe transferee or acquiring entity confirms in writing that it continues to besubject to all of the terms of this Agreement.

 

4)                                      This Agreementcontains the entire agreement between the parties with respect to the subjectmatter hereof, and no oral statements or representations or prior writtenmatter not contained herein or therein shall have any force or effect.  This Agreement shall not be modified in anyway except by a writing subscribed by the parties by their duly authorizedrepresentatives.  No amendment of thisAgreement or its exhibits or schedules shall be of any force or effect unlessreduced to writing and executed in writing by the parties hereto in the same manneras the present Agreement.

 

5)                                      Camping World andCWI agree that, as between Camping World, CWI and Insurer, Insurer shall haveexclusive ownership and control of all expirations on policies issued pursuantto this Program and that upon the expiration or termination of this Agreement,each of NAIC, NGIC or NGAC, as the case may be, have the right to send renewalnotices to Customers maintaining Covered Insurance as required by law, and attheir option, may continue to renew policies of Customers insured while theAgreement was in effect, but will in no way use the Camping World name or logoin such renewal notice.  This provisionshall survive expiration or other termination of this Agreement.

 

6)                                      The parties agreethat the Insurer may use a fronting company in the state of Texas for thepurpose of marketing Insurance Products to customers in that state.  Currently, Insurer’s business in Texas isunderwritten by Home State County Mutual Insurance Company.

 

7)                                      Notwithstandinganything herein to the contrary, if Insurer has in force policies written forCustomers under the Good Sam insurance program pursuant to the terms of thosecertain agreements between Affinity Group Inc. and NGIC known as the WorkingAgreement and Service Agreement (the “Good Sam Agreements”), Insurer shallcontinue to pay the fee payable on such policies under the Good Sam Agreementsfor so long as such policies remain in force. Insurer agrees to edit the mailing lists provided to it by CWI hereunderand by Affinity Group Inc. under the Good Sam Agreements to make its best effortsto avoid, to the extent reasonably possible, mailing insurance solicitations onbehalf of CWI to any potential person who is a current policyholder of the GoodSam insurance program.  Insurer alsoagrees, to the extent legally permissible, to not convert any currentpolicyholder under either the CWI or Good Sam insurance program to apolicyholder of the other insurance program. Otherwise, Insurer is free to market Insurance and Insurance Products inany way and to whomever Insurer chooses.

 

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

 
| To AGP or Insurer:                     |   |                           |
|----------------------------------------|--------|--------------------------------|
|                                   |   |                           |
| If by Courier:                         |   | If by mail:                    |
| One GMAC Insurance Plaza               |   | P.O. Box 66937                 |
| Earth City, Missouri  63045       |   | St. Louis Missouri, 63166-6937 |
| Attention:   President            |   | Attention:   President    |
|                                   |   |                           |
| If by facsimile:   (314) 493-8113 |   |                           |

 

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To Camping World or CWI:

 

Camping World, Inc.

2575 Vista Del Mar Drive

Ventura, California 93001

Attention: President

Facsimile (805) 667-4419

 

with a copy to:

 

Kaplan, Strangis and Kaplan, P.A.

90 South 7th Street

Suite 5500

Minneapolis, Minnesota 55402

Attention: Robert T. York, Esq.

Facsimile: (612) 375-1143

 

All notices, consents,waivers, and other communications under this Agreement shall be deemed to havebeen duly given when (a) delivered by hand (with written confirmation ofreceipt), (b) sent by telecopier (with written confirmation of receipt),provided that a copy is mailed by registered mail, return receipt requested, or(c) when received by the addressee, if sent by a nationally recognizedovernight delivery service (receipt requested), in each case to the appropriateaddresses and telecopier numbers set forth above (or to such other addressesand telecopier numbers as a party may designate by notice to the other party.

 

9)                                      This Agreementshall be governed by and construed and enforced in all respects according tothe laws of the state of Missouri, determined without reference to conflict oflaw principles.

 

10)                                The parties heretorecognize that a breach of the Agreement would cause irreparable injury andthat damages at law would be difficult to ascertain. The parties heretotherefore consent to the granting of equitable relief by way of a restrainingorder or temporary or permanent injunction by any court of competentjurisdiction to prohibit the breach or enforce the performance of the covenantscontained in this Agreement.

 

11)                                In the event thatany of the provisions of this Agreement are held to be invalid or unenforceablein any respect, such invalidity, illegality or unenforceability shall notaffect any other provision thereof and this Agreement shall be construed as ifsuch invalid, illegal or unenforceable provision had never been containedherein and the parties hereto shall to the fullest extent possible modify anysuch provision to the extent required to carry out the general intention ofthis Agreement and to impart validity thereto.

 

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

 

13)                                This Agreement maybe executed in any number of counterparts each of which shall be deemed anoriginal and all of which shall constitute one and the same Agreement.

 

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**IN WITNESS WHEREOF, the partieshereto have caused this Agreement to be duly executed as of the date firstwritten above.**

 

 
| CAMPING WORLD, INC. |                    |
|---------------------|-------------------------|
|                |                    |
|                |                    |
| By:                 | /s/ Paul E. Schedler    |   |
| Name:               |  Paul E.  Schedler |
| Title:              |  Vice  President   |
|                     |                         |  |  |

 

 
| CWI, INC. |                    |
|-----------|-------------------------|
|      |                    |
| By:       | /s/ Paul E. Schedler    |   |
| Name:     |  Paul E.  Schedler |
| Title:    |  Vice  President   |
|           |                         |  |  |

 

 
| CAMPING WORLD INSURANCE SERVICES OF NEVADA, INC. |
|--------------------------------------------------|
|                                             |   |
| By:                                              | /s/ Paul E. Schedler |   |
| Name:                                            |  Paul E.  Schedler |
| Title:                                           |  Vice  President |
|                                                  |  |  |  |

 

 
| CAMPING WORLD INSURANCE SERVICES OF TEXAS, INC. |
|-------------------------------------------------|
|                                            |   |
| By:                                             | /s/ Paul E. Schedler |   |
| Name:                                           | Paul E. Schedler |
| Title:                                          | Vice President |
|                                                 |  |  |  |

 

 
| AFFINITY GROUP PLANS, INC. |
|----------------------------|
|                       |   |
| By:                        | /s/ Paul E. Schedler |   |
| Name:                      |  Paul E.  Schedler |
| Title:                     |  Vice  President |
|                            |  |  |  |

 

 
| AFFINITY GROUP PLANS, INC. |
|----------------------------|
|                       |   |
| By:                        | /s/ Bernard J. Buselmeier |   |
| Name:                      |  Bernard  J. Buselmeier |
| Title:                     |  Executive  Vice President and |
|                       |  Chief  Financial Officer |
|                            |  |  |  |

 

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| NATIONAL ALLIANCE INSURANCE COMPANY |
|-------------------------------------|
|                                |   |
| By:                                 | /s/ Bernard J. Buselmeier |   |
| Name:                               |  Bernard  J. Buselmeier |
| Title:                              |  Executive  Vice President and |
|                                |  Chief  Financial Officer |
|                                     |  |  |  |

 

 
| NATIONAL GENERAL INSURANCE COMPANY |
|------------------------------------|
|                               |   |
| By:                                | /s/ Bernard J. Buselmeier |   |
| Name:                              |  Bernard  J. Buselmeier |
| Title:                             |  Executive  Vice President and |
|                               |  Chief  Financial Officer |
|                                    |  |  |  |

 

 
| NATIONAL GENERAL ASSURANCE COMPANY |
|------------------------------------|
|                               |   |
| By:                                | /s/ Bernard J. Buselmeier |   |
| Name:                              |  Bernard  J. Buselmeier |
| Title:                             |  Chief  Financial Officer |
|                                    |  |  |  |

 

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**EXHIBIT A**

 

Family Motor Coach Association

Fleetwood Enterprises, Inc.

Flying J Inc.

Monaco Coach Corporation

Thousand Trails/NACO

Winnebago Industries, Inc.

 

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**EXHIBIT B**

 

**Categoriesof Costs**

 

1.                                       Kiosk Labor

 

2.                                       Insurance Labor

•                  Agent Base Salary

•                  Agent CommissionFees

•                  Agent Quote Fees

•                  Agent SalesContests

•                  Staff Salaries

•                  MLC Expenses

•                  Fringe (22%)

 

3.                                       Non-InsuranceLabor

•                  Agent CommissionFees

•                  Fringe (22%)

 

4.                                       General andAdministrative

•                  Management/Training& Development Labor

•                  Agent Recruiting

•                  Agent Education& Licensing

•                  Agent AnnualMeeting

•                  Business Travel

•                  Insurance QuotePremiums

•                  CWISLicensing/Legal Fees

•                  Errors &Omissions Coverage

•                  Express Mail

•                  Office Supplies

•                  Kiosk &Equipment Maintenance, Repair, Replacement

•                  CommunicationNetwork - WAN, Fax, Phone($600 monthly per store)

•                  Kiosk Store SpaceCharges/Rent ($750 monthly per store)

 

CWI and the Insurer shall mutually agree to thehiring of any employees by CWI to perform services pursuant to the terms of theAgreement, other than licensed insurance agents.

 

**Percentage**

 

For calendar year 2002, the standard operatingpercentage for costs not related to the sale of Insurance or Insurance Productsis 11.5%.  For each subsequent year, theparties will set a mutually agreed upon standard percentage based on the prioryear’s costs.  At the end of eachcalendar year, to the extent that actual costs vary from true cost, the partieswill reconcile expenses pursuant to the terms of the Agreement.

 

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**EXHIBIT C**

 

1.             DirectMail Printing

 

2.             DirectMail Postage

 

3.             PromotionalItems including, but not limited to:

 

                a.             Call Transfer Expenses

                b.             Give Aways

                c.             Event Costs (both space, etc.)

                d.             Ad Cost

                e.             Shipping Expenses

                f.              Sponsorship Fees

                g.             Premium Items

                h.             Creative Costs

 

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