Exhibit
10.25


 


SECOND
AMENDMENT TO TAX SHARING AGREEMENT


 


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


 


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


 


WHEREAS, the Parent proposes
to elect Subchapter S treatment pursuant to Subchapter S of the Internal
Revenue Code of 1986, as amended (the “Code”) commencing with the 2006 fiscal
year and, as a result, the Subsidiaries (other than Camping World, Inc. and its
subsidiaries) will be treated as “Q-Subs” under the Code (the “Subchapter S
Election”); and


 


WHEREAS, the Parent has
filed the Amended Returns and the Parent has agreed to indemnify the
Subsidiaries for any Loss; and


 


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


 


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


 


NOW, THEREFORE, in
consideration of the foregoing premises, the mutual covenants hereinafter
contained and other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties hereto hereby agree as follows:


 


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


 


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


 


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


 


4.             The Parent hereby confirms its unconditional and
irrevocable agreement to indemnify and forever hold the Subsidiaries harmless
from and against any and all Losses.  The
Parent agrees to pay to any Subsidiary that incurs any Loss the amount thereof
in cash upon demand by such Subsidiary.


 


 


87

















 


                5.             This Amendment shall
not be assigned or conveyed by any party hereto to any other person or entity
without the prior written consent of the other parties hereto.  Except as so limited, this Amendment shall be
binding and shall inure to the benefit of the parties hereto, their respective
successors and assigns.  Except for such
successors and assigns, it is understood that the benefits of this Amendment
shall inure solely 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 as provided in Section 6 of the Tax Sharing
Agreement, the provisions of which are incorporated herein by this reference
thereto.


 


                This
Amendment shall be construed and enforced in accordance with the laws of the
State of California, such state being the domicile of the principal office of
the Parent.  This Amendment supersedes
all prior agreements between the parties hereto with respect to the subject
matter hereof and constitutes the entire agreement between the parties hereto relating
to the subject matter hereof.  Except as
amended hereby, the Tax Sharing Agreement shall remain in full force and effect
and the parties hereto reaffirm their obligations thereunder.  No waiver
by any party of any provision hereof shall be effective unless in writing.  No waiver of any one occurrence shall be
deemed a waiver of any other or similar occurrence unless specifically waived
in writing.


 


                This
Amendment may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.


 


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


 


                The
parties hereto agree that any information designated by such party as
confidential, shall be maintained as confidential by the others as such and
each party agrees not to disclose any such information to any person whatsoever
other than is necessary to disclose such information to its own employees and
other representatives, including tax accountants and legal counsel (and shall
advise such person of the confidential nature of the information) for the
purpose of effecting the matters contemplated by this Amendment unless such information
becomes otherwise publicly available or such party is required to make such
disclosure by order of a court or governmental agency.


 


                Each
of the parties hereto agrees to execute and deliver such other and further
documents as the others may reasonably require to effect the intent hereof.


 


                In
the event of any dispute hereunder between the parties hereto, the party
prevailing in any litigation instituted hereunder shall be entitled to recover
from the other its costs and expenses thereof, including, specifically, its
reasonable attorneys fees.


 


 


88

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as 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”)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
														



 


 


89