EXHIBIT 10.32
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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