Exhibit 10.49


 


AMENDED AND
RESTATED MARKETING AGREEMENT


 


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


 


WITNESSETH:


 


WHEREAS, Camping World, AGP and certain other
parties were parties to (i) a Founders Agreement dated as of July 21, 1992, as
amended, relating to, among other things, the granting of insurance marketing
rights to AGP with respect to Camping World and its customers including through
solicitation of Camping World customers at kiosks located at its stores and
through its mailing list, including the “Camping World’s President’s Club”
program (the “President’s Club”); (ii) various Kiosk Agreements, dated as of
June 1, 1995, as amended, relating to the provision of certain services by AGP
to Camping World and its customers at kiosks located on the premises of Camping
World Stores, (iii) a Letter Agreement dated October 1997 relating to the
matters described in clauses (i) and (ii) and certain other matters, (iv) a
Trademark License Agreement, dated August 13, 1992, as amended, (v) a CWI
Transfer Agreement, dated August 13, 1992, as amended, and (vi) the
Stockholders Agreement dated as of September 30, 1994 and related documents and
instruments pertaining to the common stock of AGP held by Camping World (the
agreements referred to in clauses (i) through (vi) and all other documents,
instruments and agreement between Camping World or CWI, on the one hand, and AGP
or NAIC, on the other hand, relating to the subject matter hereof being
collectively 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 the
Former Marketing Arrangements to provide for, among other things, new and
ongoing cooperative marketing and other business relationships between Camping
World and CWI, on the one hand, and AGP and NAIC on the other hand and memorialized
such new agreement in the marketing agreement dated December 31, 1998 (the
“Revised Marketing Agreement”), and in connection therewith also executed a
letter agreement dated February 11, 1999 (the “Letter Agreement”) and a Right
of First Offer Agreement dated December 31, 1998, (the Revised Marketing
Agreement, the Letter Agreement and the Right of First Offer Agreement are
hereinafter collective referred to as the “Existing Marketing Agreement”),
which Revised Marketing Agreement was approved by the Missouri and California
Insurance Departments; and


 


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


 


NOW
THEREFORE, in consideration of the premises and of the respective representations,
warranties, covenants, agreements and conditions contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:


 


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I

THE EFFECTIVE TIME


 


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


 


II

MARKETING ARRANGEMENTS


 


1)                                      CWI and Camping
World hereby, jointly and severally, grant to Insurer and its Affiliates, the
sole and exclusive right and authority (as provided in Section II 4 below) to
offer, sponsor, market and sell Insurance and Insurance Products, as defined in
Article 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 and
Insurance Products hereunder, such Affiliate will agree to be bound by the
terms and conditions hereof prior to offering any such products for sale.


 


2)                                      Without limiting
the foregoing, and in furtherance of the right granted to Insurer in subsection
II (1) above, CWI and Camping World hereby grant to Insurer and its Affiliates
the following rights:


 


(a)                                  The right to use
all logos, service marks, trade names, trademarks and other intellectual
property of Camping World and CWI (including, but not limited to the “Camping
World” 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 in
connection with the marketing of Insurance and Insurance Products to Customers
and 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 its
website.


 


(b)                                 The exclusive right to market Insurance and Insurance
Products to Customers of Camping World through Camping World facilities or with
Camping 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 the
possession of Camping World and CWI as Insurer may reasonably request, but only
in connection with the marketing of Insurance Products to Customers and Insurer’s
performance hereunder.


 


(d)                                 The right to receive quarterly reports (each a
“Customer Report”) which shall include (i) an updated Customer List containing
the most current names, addresses and other data available to Camping World
with respect to its Customers, (ii) a list of the most current names,
addresses, dates of birth, email addresses and other data available to Camping
World with respect to the President’s Club members, (iii) a list of new Camping
World Customers and new President’s Club members since the last Customer
Report, (iv) any changes or corrections, of which Camping World is aware, to
the last Customer List delivered to Insurer or to any Customer or President’s
Club member information previously delivered to Insurer, and (v) such other
information in the possession of Camping World relating to Customers,
President’s Club members and Insurance or Insurance Products issued to
Customers 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 and
CWI will provide space for a promotional kiosk unit in such of the Camping
World retail stores as are designated by either party hereto (collectively, the
“Kiosks”), subject to the consent of the other party, which consent shall not
be unreasonably withheld or delayed. 
The Kiosks to be placed in stores so selected shall be approximately 45
square feet of floor space in size and shall be used to inform Customers about
the Insurance and Insurance Products available through Insurer, to generate
leads for Insurance and Insurance Products and to take all other actions
necessary or desirable to effect, or incident to, the above described uses of
such space.  Any individual selling
insurance at any such Kiosk shall be a CWI or Camping World employee and shall
be a licensed insurance agent of Insurer. 
Location of the Kiosk will be in a high visibility, high traffic area
approved by CWI and Insurer, which approval shall not be unreasonably withheld
or delayed.  Camping World further
agrees that the licensed insurance agents shall have the non-exclusive right to
use for their generally intended purpose of marketing the Insurance and
Insurance Products all interior and exterior areas of the Camping World store
and grounds surrounding the Camping World store that are generally available to
the public, including entrances, lobbies, corridors, stairways, elevators, hallways,
restrooms, vending areas, parking areas and sidewalks.


 


4)                                      Camping World and
CWI shall not offer, sponsor, support, market, sell or advertise any Insurance
or Insurance Products, other than pursuant to this Agreement, provided, that in
the event that Insurer does not offer a particular type of Insurance or
Insurance Product, Camping World or CWI may submit a written request (a
“Coverage Proposal”), including a reasonably detailed proposal to Insurer for
Insurer to make that type of Insurance or Insurance Product available to
Customers.  Within 60 days after
receiving such Coverage Proposal, Insurer may inform Camping World or CWI, as
the case may be, in writing (a “Notice of Coverage”) that it intends to make
the requested type of Insurance or Insurance Product available to Camping World
Customers on the same terms and conditions as set forth in the Coverage
Proposal.  Insurer may not give a Notice
of Coverage unless Insurer is capable of providing the Insurance or Insurance
Product described in the Coverage Proposal on the same basis, including time
frames (and specifically including the same time frames required to make
necessary state rate or other filings), and of the same scope of coverage as
detailed in the Coverage Proposal.  The
Notice of Coverage shall describe, in reasonable detail, the terms of coverage
as Camping World, or CWI, as the case may be, may reasonably have requested in
its Coverage Proposal.  If Insurer has
given a Notice of Coverage, Insurer shall make such coverage available directly
to Camping World Customers in accordance with the terms of the Coverage
Proposal.  Any type of Insurance or
Insurance Product so made available by Insurer to Customers is herein referred
to as “Covered Insurance.”  If a Notice
of Coverage is not delivered by Insurer as aforesaid, Camping World and CWI may
solicit 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, enter
into an agreement with any other entity to sponsor, underwrite, issue, support
or advertise that type of Insurance in accordance with the Coverage Proposal
(i.e. not on terms either more favorable to the applicable insurer or less
favorable to Camping World or


 


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CWI).  The
fees with respect to Covered Insurance shall be as set forth in Article
III.  If, at the end of the 90-day
period referred to above, Camping World or CWI has not entered into and
consummated agreements with any other entity relating to such Insurance or
Insurance Products as described in this Section 4, the provisions of this
Section 4 shall once again apply with respect to such Insurance or Insurance
Products.  Notwithstanding the foregoing,
neither Camping World nor CWI shall be precluded from providing (i) advertising
space in Camping World or CWI publications or (ii) access to vendors at Camping
World or CWI promotions or events (other than at retail stores or other similar
outlets) on the same terms as made available to similarly situated vendors and
in the ordinary course of Camping World’s and CWI’s business.


 


5)                                      The parties hereto
acknowledge that Camping World and CWI provide names and addresses of Customers
to other entities and agree that Camping World and CWI may continue to provide
names and addresses of Customers to other entities with respect to products and
services other than Insurance and Insurance Products.


 


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


 


7)                                      Camping World and
Insurer shall deliver to the other, for the other’s prior written approval, the
form of documents contemplated for distribution which refer to the other party
or any subsidiary of the other party and shall not distribute any such form of
document prior to its receipt of written approval therefor from the other
party.  Insurer recognizes that the
trade names “Camping World” and “President’s Club” and all other trade names,
trademarks, service marks, logos and slogans used by Camping World or CWI shall
remain the sole and exclusive property of Camping World or CWI, as the case may
be, and Insurer agrees that such trade names, trademarks, service marks, logos
and slogans, and any other materials that would cause Customers to recognize an
association with Camping World shall be used by Insurer only after receiving
prior written approval from Camping World or CWI, as the case may be, and then
only in connection with the services to be provided by Insurer pursuant to the
terms of this Agreement.  No prior
written approval required under this Section II(7) shall be unreasonably
withheld or delayed and such prior written approval shall be deemed to have
been 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 been
delivered to the other party pursuant hereto.


 


8)                                      Insurer will
expend a reasonable amount of research and development resources to refine and
develop Insurance and Insurance Products, marketing strategies and operational
procedures specifically designed for the sale of Insurance and Insurance
Products to Customers.


 


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


 


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


 


11)                                Insurer shall
perform its duties and activities as provided in this Agreement in accordance
in all material respects with applicable law and Insurer shall use its good
faith and reasonable efforts to provide a level of customer service
substantially equivalent to the level of customer service being provided by
NAIC prior to the Effective Time.


 


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


 


13)                                Right of First
Offer


 


(a)                                  Insurer hereby
grants to CWI a right of first offer (the “Right of First Offer”) to establish
programs (the “Covered Programs”) involving the offering, marketing,
underwriting, issuance or sale of any Vehicle Coverages or other Covered
Insurance 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 Distribution
Channels identified on Exhibit A that are parties to existing
agreements with Insurer, the Right of First Offer does not apply to Covered
Programs established pursuant to the terms of such existing agreements during
the current term thereof.


 


(b)                                 In the event that
either Insurer or CWI proposes a Covered Program through a Sponsored
Distribution Channel, the parties shall attempt to establish the Covered
Program by mutual agreement.  If the
parties are unable to establish a mutually acceptable Covered Program, the
party proposing the Covered Program shall submit its proposal (a “Program
Proposal”) in writing to the other party hereto, including a reasonably
detailed description of the terms on which the Covered Program would be made
available through the Sponsored Distribution Channel.  Insurer and its Affiliates agree not to offer, market,
underwrite, issue or sell any Vehicle Coverages or other Covered Insurance
through one or more Sponsored Distribution Channel on terms that are less
favorable to Insurer than the terms contained in the Program Proposal.


 


(c)                                  Notwithstanding
anything to the contrary in this Section 13, the total fees payable by Insurer
in connection with any Covered Program through a Sponsored Distribution Channel
shall not exceed the fees set forth in Section III(2).


 


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


 


92

















 


15)                                Neither Insurer
nor 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 benefits
of this Agreement.


 


III

FEES AND EXPENSES


 


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


 


2)                                      Beginning on the
fifth anniversary date of the Effective Time and continuing until the
termination of this Agreement, the percentage set forth in Section III 1 above
shall be changed to eight and one-quarter percent (8.25%) of Direct Written
Premiums.


 


3)                                      If Insurer
terminates this Agreement, or if upon expiration of the Term Insurer does not
elect or agree to renew the Agreement on the terms of the Agreement then in
effect, the payments contemplated by Sections III(1) and (2) shall continue to
be 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 referenced
in Sections III(1) and (2), shall be multiplied times a fraction, the numerator
of which is the Direct Written Premium for the Covered Insurance for the year
and the denominator of which is the Direct Written Premium for the year
immediately preceding such year.  This
provision shall not be applicable to any termination or election not to renew
by Camping World or CWI.


 


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


 


5)                                      At the expiration
of each month, NGIC, NGAC, or NAIC, as the case may be, shall, within
twenty-one (21) days after such expiration, make the necessary calculations and
remit to the entity designated by CWI that is a licensed insurance agency, by
wire transfer any payment as may be due for such month pursuant to this Article
III.  Notwithstanding the foregoing,
NGIC, NGAC or NAIC, as the case may be, shall provide monthly reports of Direct
Written Premium to CWI not later than fifteen (15) days after then end of each
month.


 


6)                                      Camping World and
Insurer agree that there are certain costs associated with the construction and
operation of the Kiosks.  The categories
of costs associated with construction and operation of the Kiosks are identified
on Exhibit
B hereto.  Camping World
and Insurer further agree that not all of the costs of constructing and
operating the Kiosks relate to the marketing and promotion of the Insurance and
Insurance Products.  Insurer agrees to
reimburse Camping World for fifty percent (50%) of the costs of the
construction of new Kiosks and operation of all Kiosks associated with the sale
of Insurance and Insurance Products only. 
Insurer’s share of expenses 


 


93

















 


associated with the construction of new Kiosks and
operation of all Kiosks in the Camping World stores shall be calculated by
adding the total of all expenses associated with the construction of new Kiosks
and operation of all Kiosks, less the expenses allocable to the sale of products
other than Insurance Products, and multiplying the result of such calculation
by 50%.  Camping World shall provide a
report to Insurer (the form of which shall be mutually agreed upon) within
twenty-five (25) days after the end of each month of all of Camping World’s
expenses associated with the construction of new Kiosks and operation of all
Kiosks for such month.  Payment to
Camping World for Insurer’s share of such expenses shall be made within
twenty-one (21) days after Insurer’s receipt of such report.  The categories of costs and the percentage
related to Insurance and Insurance Products for the calendar year 2002 are set
forth on Exhibit B hereto. 
Camping World and Insurer agree to review such percentages on a monthly
basis.  This provision is not applicable
during the Run-Off Period.


 


7)                                      Camping World and
Insurer recognize that substantial advertising, mailing and promotional
expenses will be needed in creating interest in the Insurance Products.  Camping World agrees to reimburse Insurer
for 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 in
Camping World’s catalog and other publications shall be at the “house rate” as
previously defined by the parties. 
Insurer shall provide a report to Camping World (the form of which shall
be mutually agreed upon) within twenty-five (25) days after the end of each
month outlining all of Insurer’s Marketing Expenses for such month.  Payment to Insurer for Camping World’s share
of such expenses shall be made within twenty-one (21) days after Camping
World’s receipt of such report.  This
provision is not applicable during the Run-Off Period.


 


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


 


9)                                      All fees and
expenses payable by Insurer to CWI hereunder with respect to the provisions
hereof are set forth herein.


 


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


 


IV

OTHER MARKETING AGREEMENTS


 


1)                                      Camping World, CWI
and Insurer agree to share with each other, to the extent they are legally
entitled to do so, customer lists, reports and other database information
relating to Camping World Customers which might be of use to such other party
in its business.  The confidentiality
provisions of Article V will apply with respect to the information shared.


 


V

CONFIDENTIALITY


 


1)                                      The parties hereby
agree that each has received, and may be receiving, from the other parties
hereto information that is confidential and highly proprietary, which
information may include customer lists, customer reports, reserve information,
renewal information and other information 


 


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relating to the business and operations of such
other party (“Confidential Information”) and such party hereby agrees that it
has kept, and will continue to keep, such information confidential and it has
not used, and it will not use, such information for any purpose other than in
furtherance of the purposes of this Agreement or in any way detrimental to the
providing person or its Affiliates (it being understood that such Confidential
Information may be disclosed to the extent necessary or required in order to
comply with applicable law, rule or regulation or for legal, administrative or
regulatory reasons or in order to enforce any right hereunder).  Confidential Information shall not include
information which (i) was or becomes generally available to the public other
than 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 a
non-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 basis
from a source other than such other party’s directors, officers, employees or
agents, provided that such source is not bound by a confidentiality agreement
with respect to such information.


 


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


 


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


 


4)                                      The parties hereto
agree not to directly or indirectly solicit for employment or hire or retain
any employee or advisor or agent of the other party or of the other party’s
Affiliates; provided that the foregoing provision will not prevent any
solicitation of employment not specifically directed toward the other party’s
or such other party’s Affiliates, employees, advisors or agents.


 


VI

REPRESENTATIONS AND WARRANTIES


 


1)                                      Each of Camping
World 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 and
delivery of this Agreement by such party has been duly authorized and adopted
by resolution of such party;


 


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


 


(c)                                  such party is not
a party to, or bound by, any contractual agreement or instrument which would
prevent or impede or restrict such party’s performance under this Agreement.


 


VII

TERM AND TERMINATION


 


1)                                      The Term of this
Agreement shall commence upon the Effective Time and shall extend, without
interruption except to the extent otherwise expressly provided in this
Agreement, to and including a date that is ten (10) years from the Effective
Time.  Thereafter the Agreement shall
automatically 


 


95

















 


renew for consecutive ten (10) year periods, unless
terminated 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 extension
hereof.


 


2)                                      Notwithstanding
anything herein to the contrary, if Camping World or CWI, on the one hand, or
Insurer, on the other hand, fails to perform any of its obligations under this
Agreement and such breach is material, the other party may deliver a written
notice (a “Notice of Breach”) describing such violation or nonperformance in
reasonable detail.  The breaching party
shall have thirty (30) days in which to cure the violation or non-performance
described in the Notice of Breach; and if such party does not cure such
violation or non-performance as aforesaid, the party delivering the Notice of
Breach may terminate this Agreement upon a further thirty (30) days’ written
notice to the other party which termination shall take effect on the 30th
day after delivery of such second notice. 
For the avoidance of doubt, (and in addition to or in place of delivery
of notice of such termination), the non-breaching party may pursue at law or at
equity any other rights or remedies (including specific performance) for any
failure by the other party to perform any of its obligations hereunder.


 


3)                                      Notwithstanding
anything herein to the contrary, if Camping World or CWI reasonably determines
that Insurer is performing its duties hereunder in a manner that has a material
adverse effect on the business or goodwill of Camping World or CWI or any of
their subsidiaries, or if Insurer reasonably determines that Camping World or
CWI is performing its duties in a manner that has a material adverse effect on
the business or goodwill of Insurer, Camping World or Insurer, as the case may
be, may deliver a written notice (a “Notice of Injury”) describing the acts and
adverse effects in reasonable detail. 
The party receiving the Notice of Injury shall have thirty (30) days in
which to change the manner in which it performs such duties so as to eliminate
the material adverse effect.  If the party
receiving any such Notice of Injury fails to make changes to eliminate such
defect, the party delivering the Notice of Injury may terminate this Agreement
upon thirty (30) days written notice to the other party.


 


VIII

DEFINITIONS


 


As used herein the following terms
shall have the following meanings:


 


Affiliate.  When used with respect to any Person means
any other Person, which directly or indirectly controls, or is controlled by or
is under common control with such Person. 
For purposes of this definition, “control” (including the correlative
terms “controlling,” “controlled by” and “under common control with”), with
respect to any Person, shall mean possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities or by contract or
otherwise.  With respect to investment
partnerships, to the extent the organization documents thereof require or
permit a distribution of assets to partners and others upon the liquidation or
winding up of the investment partnership or otherwise, the term Affiliate shall
include such partners and others.


 


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


 


Coverage Proposal.  See Section II(4).


 


Covered Insurance.  See Section II(4).


 


96

















 


Customers.  Means customers of Camping World, including
without limitation, its catalogs, retail stores, other selling outlets and
members of any of its present or future affinity or other clubs, memberships
organizations, 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 returns
recorded 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 vehicle
property and casualty insurance product, including Vehicle Coverage, but
specifically 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 unincorporated
organization or any other entity or organization, including a government, a
political subdivision or any agency or instrumentality thereof and shall include
the plural thereof.


 


Stock Purchase Agreement.  The Stock Purchase Agreement dated as of
March 15, 2002 by, among others, Motors Insurance Corporation, AGP and the
shareholders of AGP.


 


Term.  See Section VII.


 


Vehicle Coverage.  Private passenger automobile liability and
physical damage insurance coverages (which, for avoidance of doubt, includes
all insurance coverages reasonably related thereto including, without
limitation, comprehensive, collision, third party property damage and bodily
injury liability coverages and personal injury protection).  Automobile includes private passenger
automobiles 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 (or
extensions thereof) provided by a manufacturer of such manufacturer’s products.


 


IX

MISCELLANEOUS


 


1)                                      This Agreement
does not make any party hereto the agent of the other, nor does it create a
partnership, a consortium, an association, a joint venture, or any form of
juristic person or entity.  No party
hereto shall have any authority or right to assume or create obligations of any
kind or nature, express or implied, on behalf of, or in the name of any other
party, nor to accept service of any legal process of any kind addressed to 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.


 


2)                                      Each of Camping
World and CWI on the one hand, and Insurer on the other hand agrees to
indemnify and hold harmless the other and their respective Affiliates, and its
and 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 or
indirectly in whole or in part out of the performance by the other party or its
Affiliates (or any of its or their respective employees, officers, directors,
shareholders, agents and affiliates) of their respective obligations under this
Agreement.  This provision shall survive
any expiration or other 


 


97

















 


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


 


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


 


4)                                      This Agreement
contains the entire agreement between the parties with respect to the subject
matter hereof, and no oral statements or representations or prior written
matter not contained herein or therein shall have any force or effect.  This Agreement shall not be modified in any
way except by a writing subscribed by the parties by their duly authorized
representatives.  No amendment of this
Agreement or its exhibits or schedules shall be of any force or effect unless
reduced to writing and executed in writing by the parties hereto in the same manner
as the present Agreement.


 


5)                                      Camping World and
CWI agree that, as between Camping World, CWI and Insurer, Insurer shall have
exclusive ownership and control of all expirations on policies issued pursuant
to 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 renewal
notices to Customers maintaining Covered Insurance as required by law, and at
their option, may continue to renew policies of Customers insured while the
Agreement was in effect, but will in no way use the Camping World name or logo
in such renewal notice.  This provision
shall survive expiration or other termination of this Agreement.


 


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


 


7)                                      Notwithstanding
anything herein to the contrary, if Insurer has in force policies written for
Customers under the Good Sam insurance program pursuant to the terms of those
certain agreements between Affinity Group Inc. and NGIC known as the Working
Agreement and Service Agreement (the “Good Sam Agreements”), Insurer shall
continue to pay the fee payable on such policies under the Good Sam Agreements
for so long as such policies remain in force. 
Insurer agrees to edit the mailing lists provided to it by CWI hereunder
and by Affinity Group Inc. under the Good Sam Agreements to make its best efforts
to avoid, to the extent reasonably possible, mailing insurance solicitations on
behalf of CWI to any potential person who is a current policyholder of the Good
Sam insurance program.  Insurer also
agrees, to the extent legally permissible, to not convert any current
policyholder under either the CWI or Good Sam insurance program to a
policyholder of the other insurance program. 
Otherwise, Insurer is free to market Insurance and Insurance Products in
any way and to whomever Insurer chooses.


 


98

















 


8)                                      All notices under
this Agreement must be in writing and shall be delivered by (i) certified or
registered mail, postage prepaid, return receipt requested, or (ii) overnight
commercial courier or delivery service, or (iii) by facsimile transmission
confirmed by certified or registered mail or commercial courier or delivery
service 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

  	
   

  	
   

  



 


99

















 


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 have
been duly given when (a) delivered by hand (with written confirmation of
receipt), (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 recognized
overnight delivery service (receipt requested), in each case to the appropriate
addresses and telecopier numbers set forth above (or to such other addresses
and telecopier numbers as a party may designate by notice to the other party.


 


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


 


10)                                The parties hereto
recognize that a breach of the Agreement would cause irreparable injury and
that damages at law would be difficult to ascertain. The parties hereto
therefore consent to the granting of equitable relief by way of a restraining
order or temporary or permanent injunction by any court of competent
jurisdiction to prohibit the breach or enforce the performance of the covenants
contained in this Agreement.


 


11)                                In the event that
any of the provisions of this Agreement are held to be invalid or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not
affect any other provision thereof and this Agreement shall be construed as if
such invalid, illegal or unenforceable provision had never been contained
herein and the parties hereto shall to the fullest extent possible modify any
such provision to the extent required to carry out the general intention of
this Agreement and to impart validity thereto.


 


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


 


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


 


100

















 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first
written 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

  
				



 


101

















 


	
  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

  
				



 


102

















 


EXHIBIT A


 


Family Motor Coach Association


Fleetwood Enterprises, Inc.


Flying J Inc.


Monaco Coach Corporation


Thousand Trails/NACO


Winnebago Industries, Inc.


 


103

















 


EXHIBIT B


 


Categories
of Costs


 


1.                                       Kiosk Labor


 


2.                                       Insurance Labor


•                  Agent Base Salary


•                  Agent Commission
Fees


•                  Agent Quote Fees


•                  Agent Sales
Contests


•                  Staff Salaries


•                  MLC Expenses


•                  Fringe (22%)


 


3.                                       Non-Insurance
Labor


•                  Agent Commission
Fees


•                  Fringe (22%)


 


4.                                       General and
Administrative


•                  Management/Training
& Development Labor


•                  Agent Recruiting


•                  Agent Education
& Licensing


•                  Agent Annual
Meeting


•                  Business Travel


•                  Insurance Quote
Premiums


•                  CWIS
Licensing/Legal Fees


•                  Errors &
Omissions Coverage


•                  Express Mail


•                  Office Supplies


•                  Kiosk &
Equipment Maintenance, Repair, Replacement


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


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


 


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


 


Percentage


 


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


 


104

















 


EXHIBIT C


 


1.             Direct
Mail Printing


 


2.             Direct
Mail Postage


 


3.             Promotional
Items 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


 


105