AMENDED AND RESTATED MARKETING AGREEMENT

Exhibit 10.10

AMENDED AND RESTATED MARKETING AGREEMENT

         AMENDED AND RESTATED MARKETING AGREEMENT, dated as of the 15 ^th 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:

I
THE EFFECTIVE TIME

1.

This Agreement shall become effective on May            , 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 extent 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,

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• • 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.

  (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

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• 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 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

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• 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.

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 excee