EXHIBIT 10.35
Engagement Agreement between JBMC, Inc. and the Company dated September 8,
1996.
ENGAGEMENT AGREEMENT entered into on September 8, 1996 between JBMC, Inc.,
0000 X. Xxxxxx Xxx, Xxxxx 000, Xxx Xxxxx, Xxxxxx 00000 and Affinity Group,
Inc., 0000 Xxxxx Xxx Xxx, Xxxxxxx, Xxxxxxxxxx 00000, whereby JBMC, Inc. and
its affiliates is engaged to assist Affinity (the term "Company" as used
herein shall include Affinity Group, Inc. and its affiliates) in the
acquisition of Camping World, Inc. This agreement contains the terms of this
engagement.
TERM. The term of this Engagement is for 12 months beginning September 8,
1996. The Term can be extended by mutual agreement as long as discussions
concerning a transaction are ongoing.
COMPENSATION. Affinity will pay JBMC, Inc. a fee of $500,000 upon completion
of a successful acquisition of Camping World.
EXCLUSIVITY. During the Term, JBMC, Inc. will be the exclusive
representative regarding the transaction.
INDEMNIFICATION. The Company agrees to indemnify JBMC, Inc. and its
affiliates, employees, stockholders and representatives and hold harmless
against any and all losses, claims, damages or liabilities, joint and several
to which JBMC, Inc. becomes subject in connections with the Engagement under
federal securities law, under any statute, at common law or otherwise.
CONFIDENTIALITY. The Company agrees that information developed by JBMC, Inc.
in the course of the Engagement (the "Information") will be treated as
private and confidential, and will not be disclosed to any third party
without prior written approval of JBMC, Inc., except as may be required by
law. The term "Information" does not include information which (i) is or
becomes generally available to the public, (ii) was available on a
non-confidential basis prior to its disclosure or (iii) comes on a
non-confidential basis from a third party source. Neither the Company nor
JBMC, Inc. will make any public announcement concerning a potential
Transaction without the consent of the other.
MISCELLANEOUS. This Agreement embodies the entire agreement and
understanding of the parties hereto and supersedes all prior agreements and
understandings, written or oral, relating to the subject matter of the
Engagement. This Agreement may not be modified or amended or any term of
provision hereof waived or discharged, except in writing signed by the party
against whom such modification, amendment or waiver is sought to be enforced/
This agreement is not assignable. Without limiting the foregoing, all
provisions hereof shall be binding on and applicable to any successor to the
assets and/or business of the Company. The Company and JBMC, Inc. each
represents that this agreement has in all respects been duly authorized,
executed and delivered by and on behalf of itself. Heading titles are for
descriptive purposes only and do not control or alter the meaning of the
Agreement as set forth in the text. JBMC, Inc. will be free to conduct
business with others including competitors of the Company in undertakings
similar to this Engagement. The obligations of JBMC, Inc. hereunder are
intended
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solely for the benefit of the Company and JBMC, Inc. does not have any
obligation to any person other than the Company.
ACCEPTED AND AGREED:
JBMC, INC. AFFINITY GROUP, INC.
By: /s/ By: /s/
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Xxx XxXxxxx, President Xxxxx Xxxxx, Chairman of the Board
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