**Exhibit 10.43**

 

**SECOND AMENDED AND RESTATED**

**COOPERATIVE RESOURCES AGREEMENT**

 

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

 

**WITNESSETH**:

 

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

 

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

 

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

 

**WHEREAS,** AGI, FR and CW have had an existing and ongoingagreement with respect to the continuing cooperative sharing of resources asdescribed in that certain Cooperative Resources Agreement dated as of January 1,2005, as amended, and AGI, FR and CW wish to supplement, modify and expand therights and obligations of the parties and are hereby amending and restating theexisting agreement between them in its entirety for that purpose.

 

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

 

I

DEFINED TERMS

 

Theintroduction and Recitals above are incorporated herein by reference and are amaterial part of this Agreement. Capitalized terms used herein shall have the meanings given to themherein.  The following terms shall havethe following meanings:

 

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1.1          An “Affiliate” of any person or entitymeans any person, firm, corporation, company, partnership, association, orother legal entity, directly or indirectly, controlling, controlled by, orunder common control with said person or entity; provided, however, that forpurposes of this Agreement, CW and AGI shall be deemed to not be Affiliates ofeach other and FR and AGI shall be deemed to not be Affiliates of each other.

 

1.2          “AGI” means, collectively, AffinityGroup, Inc., a Delaware corporation and its subsidiaries.

 

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

 

1.4          “AGI Business” means (a) thebusiness of club memberships, including, specifically, the AGI Clubs, andrelated products and services, including magazines, directories and otherpublications, and (b) the media business.

 

1.5          “AGI Clubs” means the Good Sam Club,Camp Club USA, the Coast to Coast membership clubs, and Golf Card, in each caseoperated by Affinity or its Affiliates.

 

1.6          “AGI Club Member Report” is defined inSection 3.2(d) of this Agreement.

 

1.7          “AGI Database” means the Database ofAGI customers.

 

1.8          “AGI Marketing Channels” means themarketing channels used by AGI in connection with the AGI Business.

 

1.9          “CW” means, collectively, CampingWorld, Inc., a Kentucky corporation, and its subsidiaries and Affiliates.

 

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

 

1.11        “CW Business” means the business ofselling RV-related parts, accessories and other consumer products, includingthe President’s Club as a buying club for CW customers.

 

1.12        “CW Customer Report” is defined inSection 4.2(d) of this Agreement.

 

1.13        “CW Database” means the Database of CWcustomers.

 

1.14        “Camping World Marks” means the logos,service marks, trade names, trademarks and other intellectual property ofCamping World used by Camping World in the operation of its business.

 

1.15        “Change of Control” means, with respectto any party, the occurrence of any of the following events subsequent to theEffective Date:  (a) any person orentity other than (i) the holders of the voting interests of such party onthe Effective Date, or (ii) any Affiliate of any such holders, or (iii) anyother person who or which is a spouse, widow, widower, lineal descendant,sibling or the issue of any of the foregoing or a heir or legatee of any holderof the voting interests of such party 

 

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onthe Effective Date (or any trust, partnership or other estate planning vehicleestablished for the benefit of any of the foregoing), directly or indirectly,owns more than fifty percent (50%) of the aggregate voting power of all classesof voting interests of such party; or (b) such party amalgamates or consolidateswith, or merges with or into, another entity or sells, assigns, conveys,transfers, leases or otherwise disposes of all, or substantially all, of itsassets to any other person or entity, or such party amalgamates or consolidateswith, or merges with or into, such person or entity, in any such event pursuantto a transaction in which the outstanding voting interests of all classes ofsuch person is converted into or exchanged for cash, securities or otherproperty, other than any such transaction in which (i) the outstandingvoting interests of each class is converted into or exchanged for votinginterests of the surviving or transferee company or corporation, and (ii) theholders of each class of the voting interests of such party, immediately prior tosuch transaction own, directly or indirectly, not less than a majority of eachclass of the voting interests of the surviving or transferee company orcorporation immediately after such transaction.

 

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

 

1.17        “Effective Date” means January 1,2010.

 

1.18        “FR” means FreedomRoads Holding, LLC.

 

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

 

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

 

1.21        “FR Database” means the Database of FRcustomers.

 

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

 

1.23        “FR LLC” means FreedomRoads, LLC and itsoperating subsidiaries.

 

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

 

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

 

1.26        “Marks” means, with respect to anyentity or business, the logos, service marks, trade names, trademarks and otherintellectual property of that entity or business.

 

1.27        “Most Favored Nations Rates” means themost favored rates made available to third parties with respect to the productor service to which the rates are being applied

 

1.28        “President’s Club” means the discountbuying club for CW Products as operated by CW on the Effective Date.

 

1.29        “RV” or “RVs” means recreationalvehicles, boats, travel trailers, and motor homes and such other products asmay be hereinafter designated by mutual agreement between AGI, FR and CW.

 

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1.30        “Transfer” is defined in Section 10.3of this Agreement.

 

1.31        “Term” is defined in Section 2.1 ofthis Agreement.

 

II

TERM

 

2.1          This term of thisAgreement (the “Term”) shall commence on the Effective Date hereof and shallcontinue for a period of twenty-five years, subject to extension or earliertermination as set forth herein.

 

2.2          The Term shall beautomatically extended for additional successive five year periods unless, atleast 90 days, but not earlier than 360 days, prior to the expiration of thethen current Term, either party shall have notified the other party in writingof its intent not to extend the Term.

 

2.3          The rights of a partyunder this Agreement may be terminated as follows:

 

(a)           A party may terminate the rights of another party underthis Agreement if there shall be entered a decree or order for relief inrespect of such other party or any subsidiary of such other party under anyapplicable federal or state bankruptcy law or other similar law, or appointinga receiver, liquidator, assignee, trustee, custodian, sequestrator, or similarofficial of such other party or any subsidiary of such other party or of anysubstantial part of its properties, or ordering the winding-up or liquidationof the affairs of such other party or any subsidiary of such other party, or(ii) an involuntary petition shall be filed against such other party orany subsidiary of such other party and a temporary stay entered and (A) suchpetition and stay shall not be diligently contested, or (B) any suchpetition and stay shall continue undismissed for a period of forty-five (45)consecutive days;

 

(b)           A party may terminate the rights of another party underthis Agreement if such other party or any subsidiary of such other party shallcommence an insolvency proceeding or such other party or any subsidiary of suchother party shall consent to the institution of an insolvency proceeding or tothe appointment or taking of possession of a receiver, liquidator, assignee,trustee, custodian, sequestrator, or other similar official of such other partyor any subsidiary of such other party or of any substantial part of itsproperties, or such other party or any subsidiary of such other party shallfail generally to pay its debts as they become due, or such other party or anysubsidiary of such other party shall take any action in furtherance of any suchaction;

 

(c)           A party may terminate the rights of another party underthis Agreement if final judgment shall be entered by any court against suchother party or any subsidiary of such other party for the payment of moneywhich exceeds, together with all such other judgments of such other party orany subsidiary of such other party, $2,500,000 in the aggregate.

 

(d)           A party may terminate the rights of another party underthis Agreement if there shall occur any default under any agreement or otherinstrument to which such other party or any subsidiary of such other party is aparty which is likely to result in a claim against such 

 

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

 

(e)           A party may terminate the rights of another party underthis Agreement if there shall occur a Change of Control with respect to suchother party.

 

III

CW BENEFITS

 

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

 

3.2          In furtherance of therights granted to CW in subsection 3.1 above, AGI and FR hereby grant to CW thefollowing rights, respectively, with respect to the AGI Business and the FRBusiness (and, if outside the scope of the AGI Business or FR Business, subjectto prior written grant by AGI or FR, as the case may be):

 

(a)            The right,respectively, to use the AGI and FR Database sand such other informationrelating to AGI and FR customers as CW may reasonably request, subject tocompliance with applicable governmental laws, agreements restricting such useand such controls as AGI or FR, as the case may be, shall impose with respectto such access and use.

 

(b)            The right toreceive reports, in such form as reasonably requested by CW (each a“Member/Customer Report”) which shall include (i) an updatedmember/customer list containing the most current names, addresses and otherdata available to AGI or FR, as the case may be with respect to itsmembers/customers, (ii) a list of the most current Database of informationavailable to AGI and FR with respect to, in the case of AGI, the Good Sam Clubmembers and, in the case of FR, its customer contacts , (iii) a list ofnew members/customers since the last Member/Customer Report, (iv) any changes or corrections, of whichAGI or FR is aware, to the last Member/Customer Report delivered to CW or toany customer or member information previously delivered to CW, and (v) suchother information in the possession of AGI or FR relating, in the case of AGI,to Good Sam Club members and, in the case of FR, to FR customers, as CW mayreasonably request.

 

3.3          The parties heretoacknowledge that AGI and FR provide names and addresses of their respectivemembers and customers to other entities and agree that AGI and FR may continueto provide names and addresses of customers to other entities with respect totheir respective businesses, products and services.

 

3.5          AGI and FR shallmake, and cause their respective subsidiaries to make, their respective booksand records available to the employees and agents of CW for purposes ofverifying that the obligations undertaken by AGI and FR under this Agreementhave been met.  Any such examinationshall occur during normal business hours, and shall be conducted in a mannerdesigned not to be disruptive of the normal business activities of such firstparty.

 

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3.6          CW shall conduct allactivities with respect to the benefits provided herein in accordance withapplicable law and in accordance with quality standards substantially similarto the quality standards used by CW as part of the CW Business.

 

3.7          The rights granted toCW hereunder may not be assigned by CW without the prior written consent of AGIand FR.

 

IV

AGI BENEFITS

 

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

 

4.2          In furtherance of theright granted to AGI in subsection 4.1 above, CW and FR hereby grant to AGI thefollowing rights with respect to the CW Business and FR Business (and, ifoutside the scope of the CW Business or FR Business, subject to prior writtengrant by CW or FR, as the case may be):

 

(a)           The right to use theCW and FR Database and such other information relating to CW and FR customersas AGI may reasonably request, subject to compliance with applicablegovernmental laws, agreements existing on the Effective Date restricting suchuse and such controls as CW and FR shall impose with respect to such access anduse.

 

(b)           The right to receivereports, in such form as reasonably requested by AGI (each a “Member/CustomerReport”) which shall include (i) an updated customer list containing themost current names, addresses and other data available to CW and FR withrespect to its respective customers, (ii) a list of the most currentDatabase of information available to CW and FR with respect to the President’sClub members in the case of CW and customers in the case of FR, (iii) alist of new CW and FR customers and new President’s Club members since the lastMember/Customer Report, (iv) any changes or corrections, of which CW or FRis aware, to the last Member/Customer Report delivered to AGI or to anycustomer or President’s Club member information previously delivered to AGI,and (v) such other information in the possession of CW or FR relating to,in the case of CW to customers or President’s Club members and, in the case ofFR,  FR customers, as AGI may reasonablyrequest.

 

4.3          The parties heretoacknowledge that CW and FR provide names and addresses of their respectivemembers and customers to other entities and agree that CW and FR may continueto provide names and addresses of customers to other entities with respect totheir respective businesses, products and services.

 

4.4          CW and FR shall make,and cause their respective subsidiaries to make, their respective books andrecords available to the employees and agents of AGI for purposes of verifyingthat the obligations undertaken by CW and FR under this Agreement have beenmet.  Any

 

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such examination shall occur during normal business hours, and shall beconducted in a manner designed not to be disruptive of the normal businessactivities of such first party.

 

4.6          AGI shall conduct allactivities with respect to the benefits provided herein in accordance withapplicable law and in accordance with quality standards substantially similarto the quality standards used by AGI as part of the AGI Business.

 

4.7          The rights granted toAGI hereunder may not be assigned by AGI without the prior written consent ofCW and FR.

 

V

FR BENEFITS

 

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

 

5.2          In furtherance of theright granted to FR in subsection 5.1 above, AGI and CW hereby grant to FR thefollowing rights with respect to the AGI Business and CW Business (and, ifoutside the scope of the AGI Business or CW Business, subject to prior writtengrant by AGI or CW, as the case may be):

 

(a)           AGI and CW herebygrant to FR the right to use the AGI and CW Databases and such otherinformation relating to AGI and CW customers as FR may reasonably request,subject to compliance with applicable governmental laws, agreements existing onthe Effective Date restricting such use and such controls as AGI or CW shallimpose with respect to such access and use.

 

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

 

(c)           AGI and CW herebygrant to FR the right to market and advertise the FR Business in all AGIMarketing Channels or CW Marketing Channels on a Most Favored Nations Ratebasis. FR shall pay the costs to AGI or CW, as the case may be, of marketingand advertising in the AGI 

 

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Marketing Channels or CW Marketing Channels, such costs to be paid inaccordance with AGI’s payment policies for such marketing and advertising.

 

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

 

5.4          The CW Marks shall not be used by FR in any manner otherthan in connection with the FR Business.  FR shall use the CW Marks in a mannerconforming to the quality standards for products and services in place for CW’sproducts and services and in a manner that preserves and protects the goodwilland quality of the CW Marks.  If AGI, in its sole discretion, determines that theuse of the CW Marks does not conform to those quality standards for any reason,AGI may terminate the FRLicense without notice to FR.  AGI shall have the right from time to time toinspect and review the use of the CW Marks for compliance with this paragraph.

 

5.5          Beginning with the calendarquarter commencing on October 1, 2010, and continuing for each calendarquarter thereafter until termination of the FR License, FR shall pay to AGI afee equal to $937,500 per quarter (the “License Fee”).  The License Fee shall be paid quarterly on orbefore the last day of each calendar quarter.

 

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

 

5.8          Any taxes to be paid in connection with FR’s use of the CWMarks shall be paid by FR.

 

5.9          FR undertakes to indemnify AGI and CW against claims bythird parties which are made against AGI or CW arising from FR’s use of the CWMarks or the operation of FR’s business.

 

5.10        Allrights related to the CW Marks, whether existing on the date of this Agreement,arising from the use of the CW Marks during the term of this Agreement, orotherwise, are deemed to be acquired for the benefit of AGI and CW and, upon termination of this Agreement, FR shalltake all such action as is reasonably requested by AGI or CW to acknowledge and evidence such ownership.

 

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5.11        Upon expiration of the FR License, FR shall no longer use theCW Marks and shall not use any designations or designs which are confusinglysimilar to the CW Marks.

 

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

 

5.13        FR shall conduct allactivities with respect to the benefits provided herein in accordance withapplicable law and in accordance with quality standards substantially similarto the quality standards used by FR as part of the FR Business.

 

5.14        Therights granted to FR hereunder may not be assigned by FR.

 

VI

LICENSE TO AGI

 

6.1          CW hereby grants toAGI the non-transferable right(the “License”) to use the CW Marks.  AGIundertakes to use the CW Marks only in accordance with existing laws and theprovisions of this Agreement.  AGIrecognizes CW’s exclusive ownership of the CW Marks and undertakes not toderive or claim any ownership rights from its use of the CW Marks.  The License shall terminate at such time asCW is no longer a subsidiary of AGI.

 

6.2          AGI shall use the CW Marks in a manner conforming to thequality standards for products and services in place for CW’s products andservices and in a manner that preserves and protects the goodwill and qualityof the CW Marks.  If CW, in its solediscretion, determines that the use of the CW Marks does not conform to thosequality standards for any reason, CW may terminate the License without noticeto AGI.  CW shall have the right fromtime to time to inspect and review the use of the CW Marks for compliance withthis paragraph.

 

6.3          AGIundertakes to bear the costs of maintaining the CW Marks and ofdefending them against attacks by third parties.  AGI shall defend the CW Marks at its costagainst third party infringement or dilution. CW shall reasonably assist AGI in such defence. Each party shall immediately inform the other of any acts ofinfringement by third parties of which it becomes aware.  Should a third party bring proceedings againstAGI as a result of use of one of the CW Marks, seeking relief and/orcompensation, AGI shall immediately notify CW.

 

6.4          Any taxes to be paid in connection with AGI’s use of the CWMarks shall be paid by AGI.

 

6.5          AGI undertakes to indemnify CW against claims by thirdparties which are made against CW arising from AGI’s use of the CW Marks.

 

6.6          All rights related to the CW Marks, whether existing on thedate of this Agreement, arising from the use of the CW Marks during the term ofthis Agreement, or otherwise, are deemed

 

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to be acquired for thebenefit of CW and, upon termination ofthis Agreement, AGI shall take all such action as is reasonably requested by CW to acknowledge and evidence such ownership.

 

6.7          Upon expiration of the Term, AGI shall no longer use the CWMarks and shall not use any designations or designs which are confusinglysimilar to the CW Marks.

 

6.8          AGI shall make itsbooks and records available to AGI and CW and their respective employees andagents for purposes of verifying that the obligations of AGI under thisAgreement have been met.  Any suchexamination shall occur during normal business hours, and shall be conducted ina manner designed not to be disruptive of the normal business activities ofAGI.

 

6.9          AGI shall conduct allactivities with respect to the benefits provided herein in accordance withapplicable law and in accordance with quality standards substantially similarto the quality standards used by AGI as part of the AGI Business.

 

6.10        The rights granted to AGI hereunder may be assigned or sublicenses by AGI but any such assignment or sublicense shall besubject to the terms of the License.

 

VII

CONSIDERATION AND REIMBURSEMENT OF EXPENSES

 

7.1          Except for the License Fee, andpayments for advertising, list maintenance and management costs and other costsand expenses as otherwise specifically set forth herein, the consideration andcompensation from each party hereto owed to the other party hereto is thefulfillment by such first party of its obligations hereunder to such secondparty.  All marketing and advertisingshall be at Most Favored Nations Rates and shall be paid in accordance with thepayment policies of the billing party.

 

VIII

DATABASE

 

8.1          Database.  During the Term, the customer databases, mailinglists and other information relating to customers of AGI, CW, FR, and theirrespective subsidiaries (collectively, the “Database”) shall be managed,maintained and monitored by AGI.  Noparty other than AGI, CW or FR shall have the right to access or use theDatabase except as otherwise contemplated herein.  As part of the consideration of the right ofFR to use the AGI Database and the CW Database, FR agrees to pay the costsassociated with such management.  AGIshall use its best efforts to obtain the best available pricing and shallcooperate with FR in doing so.  Eachparty hereto agrees not to use the Database of another party hereto for thebenefit of a business that competes with the business of such other party.  Except as otherwise set forth herein and inthe Database Agreement and the mutual covenants and agreements of the partiesherein, no party shall be required to pay for the use of the informationcontained in the Database.

 

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IX

CONFIDENTIALITY

 

9.1          Each party heretohereby agrees that it has received, and will be receiving, from each otherparty hereto information that is confidential and highly proprietary, whichconfidential and highly proprietary information may include customer lists,customer reports and other information relating to the business and operationsof such other party and such party hereby agrees that it has kept, and willcontinue to keep, such confidential information confidential and it has notused, and it will not use, it in any way detrimental to the providing person orits affiliates (it being understood that such confidential information may beso disclosed to the extent necessary or required in order to comply withapplicable law, rule or regulation or for legal, administrative orregulatory reasons or in order to enforce any rights hereunder).  Confidential information shall not includeinformation which (i) was or becomes generally available to the publicother than as a result of disclosure by such first party or its directors,officers, employees or agents, (ii) was or becomes available to such firstparty on a nonconfidential basis prior to its disclosure to them by the otherparty, or (iii) was or becomes available to such first party on anonconfidential basis from a source other than such other party’s directors,officers, employees or agents, provided that such source is not bound by aconfidentiality agreement with respect to such information.

 

9.2          Each party heretohereby agrees that it will not, directly or indirectly, solicit for employmentor hire or retain any employee 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.

 

9.3          Each party heretohereby agrees that it will not, directly or indirectly, take any action orenter into any agreement or relationship that is intended to circumvent thepurposes of this Agreement.

 

9.4          Each party heretohereby agrees that this Agreement is personal to AGI and its subsidiaries, CWand its subsidiaries, and FR and its subsidiaries.  Without the prior express written consent ofAGI or FR, as applicable, the CW Benefits and all other rights of CW under thisAgreement may be utilized only by CW and its subsidiaries in connection withthe operation of the CW Business, and not (a) by any other party,including Affiliates of CW, or (b) in connection with any business otherthan the CW Business.  Without theexpress written consent of CW or FR, as applicable, the AGI Benefits and allother rights of AGI under this Agreement may be utilized only by AGI inconnection with the operation of the AGI Business, and not (i) by anyother party, including Affiliates of AGI, or (ii) in connection with anybusiness other than the AGI Business. Without the express written consent of AGI or CW, as applicable, the FRBenefits and all other rights of FR under this Agreement may be utilized onlyby FR and its subsidiaries on the terms set forth in this Agreement, and not (1) byany other party, including Affiliates of FR, or (2) in connection with anybusiness other than the FR Business.

 

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X

REPRESENTATIONS AND WARRANTIES

 

10.1        Each party heretorepresents and warrants to the other parties hereto as follows:

 

(a)           the execution anddelivery of this Agreement has been duly authorized and adopted by resolutionor ratification by all necessary parties;

 

(b)           its obligationsunder this Agreement are legal, valid and binding obligations enforceableagainst it in accordance with its terms; and

 

(c)           it is not a partyto, or is bound by, any contractual agreement or instrument which would preventor impede or restrict its performance under this Agreement.

 

XI

MISCELLANEOUS

 

11.1        No party hereto shallhold itself out as being the agent, representative, employee or the principalof any other party hereto.  ThisAgreement does not constitute any party hereto the agent of the other, nor doesit create a partnership, a consortium, an association, a joint venture, or anyform of juristic person or entity.  Noparty hereto shall have any authority or right to assume or create obligationsof any kind or nature, express or implied, on behalf of, or in the name of anyother party, nor to accept service of any legal process of any kind addressedto or intended for any other party, nor to bind any other party in any respect,without the specific prior written authorization of such other party.

 

11.2        Each party heretoagrees to indemnify and hold harmless the other parties hereto and thesubsidiaries of such other parties and its and their respective employees,officers, directors, shareholders, agents and affiliates, from and against anyand all claims, demands, losses, damages, liabilities, law suits, and otherproceedings, judgment and awards, and costs and expenses (including, but notlimited to, reasonable attorneys’ fees) arising directly or indirectly in wholeor in part out of the performance by the other party or its subsidiaries (orany of its or their respective employees, officers, directors, shareholders,agents and affiliates) of their respective obligations under this Agreement.

 

11.3        No party hereto shallsell, assign or transfer (including a sale, assignment or transfer by merger,consolidation or in any other manner but excluding a pledge. transfer orcollateral assignment to a lender) (collectively “Transfer”), any of its rightsor obligations contemplated by in this Agreement without first obtaining thewritten consent of the other parties hereto. No person or entity shall be a third party beneficiary hereof or shallbe entitled to exercise any right hereunder. This Agreement shall inure to the benefit of and be binding upon theparties (including, without limitation, each subsidiary of AGI, FR and CW,respectively), their successors, trustees, permitted assigns, receivers andlegal representatives but shall not inure to the benefit of any other person orentity, except as specifically contemplated by this Section 11.3.  No party hereto shall Transfer (or permit anyof its respective subsidiaries to Transfer) all or substantially all of itsassets or any

 

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business unit unless the transferee or acquiring entity confirms inwriting that it continues to be subject to all of the terms of this Agreement.

 

11.4        This Agreementcontains the entire and only agreement between the parties with respect to thesubject matter hereof, and no oral statements or representations or priorwritten matter not contained herein or therein shall have any force oreffect.  This Agreement shall not bemodified in any way except by a writing subscribed by the parties by their dulyauthorized representatives.  No amendmentof this Agreement or its exhibits or schedules shall be of any force or effectunless reduced to writing and executed in writing by the parties hereto thesame manner as the present Agreement.

 

11.5        All notices under thisAgreement must be in writing and shall be delivered by (i) certified orregistered mail, postage prepaid, return receipt requested, or (ii) reputableovernight commercial courier or delivery service, or (iii) by facsimiletransmission confirmed by certified or registered mail or commercial courier ordelivery service as follows:

 

To AGI:

 

Affinity Group, Inc.

2575 Vista Del Mar Drive

Ventura, CA  93001

Attention:  President

Telephone:  (805) 667-4100

 

To CW:

 

CWI, Inc.

650 Three Springs Road

Bowling Green, Kentucky  42104

Attention:  President

Telephone:  (270) 781-2718

 

To FR:

 

FreedomRoads Holding Company, LLC

250 Parkway Drive

Suite 320

Lincolnshire, IL 60069

Attention:  President

Telephone:  (847) 808-3000

 

All notices, consents, waivers, and other communications under thisAgreement shall be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt),or (b) when received by theaddressee, if sent by a nationally recognized overnight delivery service(receipt requested), in each case to the appropriate addresses set forth above(or to such other addresses as a party may designate by notice to the otherparty).

 

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11.6        THIS AGREEMENT SHALLBE GOVERNED BY AND CONSTRUED AND ENFORCED IN ALL RESPECTS ACCORDING TO THEINTERNAL LAWS OF THE STATE OF DELAWARE, DETERMINED WITHOUT REFERENCE TOCONFLICT OF LAW PRINCIPLES.

 

11.7        The parties heretorecognize that a breach of this Agreement would cause irreparable injury andthat damages at law would be difficult to ascertain.  The parties hereto therefore consent to thegranting of equitable relief by way of a restraining order or temporary orpermanent injunction by any court of competent jurisdiction to prohibit thebreach or enforce the performance of the covenants contained in this Agreement.

 

11.8        In the event that anyof the provisions of this Agreement are held to be invalid, illegal orunenforceable in any respect, such invalidity, illegality or unenforceabilityshall not affect any other provision thereof and this Agreement shall beconstrued as if such invalid, illegal or unenforceable provision had never beencontained herein and the parties hereto shall to the fullest extent possiblemodify any such provision to the extent required to carry out the generalintention of this Agreement and to impart validity thereto.

 

11.9        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.

 

11.10      This Agreement may beexecuted in any number of counterparts each of which shall be deemed to be anoriginal and all of which shall constitute one and the same Agreement.

 

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

 

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**IN WITNESS WHEREOF,** the parties hereto havecaused this Agreement to be duly executed as of the date first written above.

 

 
|   | CWI, INC.                     |
|--------|------------------------------------|
|   |                               |
|   |                               |
|   | By:                                | /s/ Brent Moody |
|   | Its:                               | Executive  Vice President |
|   |                               |   |
|   |                               |   |
|   | AFFINITY  GROUP, INC.         |
|   |                               |
|   |                               |
|   | By:                                | /s/ Michael Schneider |
|   | Its:                               | President,  Chief Executive Officer |
|   |                               |   |
|   | FREEDOMROADS  HOLDING COMPANY, LLC |
|   |                               |
|   |                               |   |
|   | By:                                | /s/ Marcus Lemonis |
|   | Its:                               | Chief  Executive Officer |

 

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