**Exhibit10.25**

 

**SECONDAMENDMENT TO TAX SHARING AGREEMENT**

 

THIS SECOND AMENDMENT TO TAXSHARING AGREEMENT (the “Amendment”) made as of December 23, 2005 by and amongAGI Holding Corp. (the “Parent”) and each direct and indirect subsidiary of theParent (collectively the “Subsidiaries”);

 

WHEREAS, the parties heretohave entered into (or automatically become parties to) a Tax Sharing Agreementdated as of August 1, 1993, as amended (the “Tax Sharing Agreement”)pertaining, *inter alia,*to the allocation and paymentof Federal Income Taxes and State Unitary Taxes (capitalized terms used hereinand not otherwise defined herein shall have the meanings given to them in theTax Sharing Agreement); and

 

WHEREAS, the Parent proposesto elect Subchapter S treatment pursuant to Subchapter S of the InternalRevenue Code of 1986, as amended (the “Code”) commencing with the 2006 fiscalyear and, as a result, the Subsidiaries (other than Camping World, Inc. and itssubsidiaries) will be treated as “Q-Subs” under the Code (the “Subchapter SElection”); and

 

WHEREAS, the Parent hasfiled the Amended Returns and the Parent has agreed to indemnify theSubsidiaries for any Loss; and

 

WHEREAS, the parties heretoagree that “Loss” includes any costs and expenses in connection with or aresult of the Subchapter S Election and any tax liability or obligation(including sales and use taxes), interest or penalties to which any Subsidiarybecomes subject as a result of, or in connection, with the Subchapter SElection, whether the “Loss” is occasioned as a result of actions taken by aTax Authority or otherwise; and

 

WHEREAS, as a condition toparticipation by the Subsidiaries in the Subchapter S Election, the Parent hasagreed to confirm its agreement and understanding regarding the meaning of “Loss”;

 

NOW, THEREFORE, inconsideration of the foregoing premises, the mutual covenants hereinaftercontained and other good and valuable consideration, the receipt andsufficiency of which are acknowledged, the parties hereto hereby agree as follows:

 

1.             The parties hereto agree that “Loss” includes any costsand expenses in connection with or a result of the Subchapter S Election andany tax liability or obligation (including but not limited to federal, state,local, sales and use taxes), interest or penalties to which any Subsidiarybecomes subject as a result of, or in connection, with the Subchapter SElection, whether the “Loss” is occasioned as a result of actions taken by aTax Authority or otherwise.

 

2.             The Subsidiaries agree to cooperate with the Parent inthe Subchapter S Election and provide such information to the Parent as theParent may reasonably request in connection with the preparation and the filingthereof.

 

3.             In the event of any action resulting in a Loss, theParent agrees to take such action and engage such personnel, including taxaccountants and tax counsel, as may be necessary or appropriate in connectiontherewith, all as determined in the reasonable judgment of the Parent and theSubsidiaries agree to cooperate with the Parent and provide such information tothe Parent as the Parent may reasonably request.

 

4.             The Parent hereby confirms its unconditional andirrevocable agreement to indemnify and forever hold the Subsidiaries harmlessfrom and against any and all Losses.  TheParent agrees to pay to any Subsidiary that incurs any Loss the amount thereofin cash upon demand by such Subsidiary.

 

 

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5.             This Amendment shallnot be assigned or conveyed by any party hereto to any other person or entitywithout the prior written consent of the other parties hereto.  Except as so limited, this Amendment shall bebinding and shall inure to the benefit of the parties hereto, their respective successorsand assigns.  Except for such successorsand assigns, it is understood that the benefits of this Amendment shall inuresolely to the parties hereto and no third party shall be a beneficiary hereof,whether by implication, law or otherwise. This Amendment shall be binding upon any new member of the Group, all asprovided in Section 6 of the Tax Sharing Agreement, the provisions ofwhich are incorporated herein by this reference thereto.

 

ThisAmendment shall be construed and enforced in accordance with the laws of theState of California, such state being the domicile of the principal office ofthe Parent.  This Amendment supersedesall prior agreements between the parties hereto with respect to the subjectmatter hereof and constitutes the entire agreement between the parties heretorelating to the subject matter hereof.  Except asamended hereby, the Tax Sharing Agreement shall remain in full force and effectand the parties hereto reaffirm their obligations thereunder.  No waiverby any party of any provision hereof shall be effective unless in writing.  No waiver of any one occurrence shall bedeemed a waiver of any other or similar occurrence unless specifically waivedin writing.

 

ThisAmendment may be executed in any number of counterparts, each of which shall bedeemed an original, but all of which shall constitute one and the sameinstrument.

 

Allnotices, requests and other communications from any of the parties hereto tothe other shall be given in the manner provided in the Tax Sharing Agreement.

 

Theparties hereto agree that any information designated by such party asconfidential, shall be maintained as confidential by the others as such andeach party agrees not to disclose any such information to any person whatsoeverother than is necessary to disclose such information to its own employees andother representatives, including tax accountants and legal counsel (and shalladvise such person of the confidential nature of the information) for thepurpose of effecting the matters contemplated by this Amendment unless suchinformation becomes otherwise publicly available or such party is required tomake such disclosure by order of a court or governmental agency.

 

Eachof the parties hereto agrees to execute and deliver such other and furtherdocuments as the others may reasonably require to effect the intent hereof.

 

In theevent of any dispute hereunder between the parties hereto, the party prevailingin any litigation instituted hereunder shall be entitled to recover from theother its costs and expenses thereof, including, specifically, its reasonableattorneys fees.

 

 

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INWITNESS WHEREOF, the parties hereto have caused this Amendment to be executedas of the day and year first above written.

 
|   |   | AGI HOLDING CORP.                                 |
|--------|--------|---------------------------------------------------|
|   |   |                                              |
|   |   | By:                                               |  /s/ Paul E. Schedler |   |
|   |   |                                              | Paul E. Schedler, Vice President |
|   |   |                                              | (the “Parent”) |
|   |   |                                              |
|   |   | AFFINITY GROUP HOLDING,  INC.                     |
|   |   | AFFINITY GROUP, INC.                              |
|   |   | AFFINITY  ADVERTISING, LP                         |
|   |   | AFFINITY BROKERAGE, INC.                          |
|   |   | AFFINITY ROAD AND TRAVEL  CLUB, INC.              |
|   |   | AGI PRODUCTIONS, INC.                             |
|   |   | ARU, INC.                                         |
|   |   | CAMP COAST TO COAST, INC.                         |
|   |   | CAMPING REALTY, INC.                              |
|   |   | CAMPING WORLD, INC.                               |
|   |   | CAMPING WORLD INSURANCE  SERVICES OF NEVADA, INC. |
|   |   | CAMPING WORLD INSURANCE  SERVICES OF TEXAS, INC.  |
|   |   | COAST MARKETING GROUP,  INC.                      |
|   |   | CWI, INC.                                         |
|   |   | CW MICHIGAN, INC.                                 |
|   |   | CWFR CAPITAL CORP.                                |
|   |   | EHLERT PUBLISHING GROUP,  INC.                    |
|   |   | GOLF CARD INTERNATIONAL  CORP.                    |
|   |   | GOLF CARD RESORT SERVICES,  INC.                  |
|   |   | GSS ENTERPRISES, INC.                             |
|   |   | POWER  SPORTS MEDIA, INC.                         |
|   |   | TL ENTERPRISES, INC.                              |
|   |   | VBI INC.                                          |
|   |   |                                              |
|   |   |                                              |
|   |   | By:                                               | /s/ Thomas F. Wolfe |   |
|   |   |                                              | Thomas F. Wolfe, Chief Financial Officer |
|   |   |                                              | (“Subsidiaries”) |
|        |        |                                                   |  |  |  |  |  |

 

 

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