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 Worlds Presidents Club program (the Presidents 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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