EXHIBIT 10.1


 


TAX SHARING AGREEMENT


 


THIS TAX SHARING AGREEMENT (“Agreement”) made as of August 1, 1993
by and among Affinity Group Holding, Inc., formerly known as Adams Publishing
Acquisition Corporation (“AGH”), Affinity Group, Inc., formerly known as Adams
TL Acquisition Corporation (“AGI”), TL Enterprises, Inc. (“TLE”), Trailer Life
Enterprises, Inc. (“TLEI”), Camp Coast to Coast, Inc. (“CCC”), VBI, Inc.
(“VBI”), Golf Card Holding Corporation (“GCH”), Golf Card International Corp.
(GCI”), Golf Card Resort Services, Inc. (“GCRS”), GSS Enterprises, Inc.
(“GSS”), National Boat Owners Association, Inc. (“NBOA”), TL Music, Inc.
(“TLMI”), and Venture Enterprises, Inc. (“VEI”);


 


WHEREAS, AGH owns 100% of the issued and outstanding shares of the
voting common stock of AGI, and AGI, directly or indirectly, owns 100% of the
issued and outstanding shares of the voting common stock of each of TLE, TLEI,
CCC, VBI, GCH, GCI, GCRS, GSS, NBOA, TLMI and VEI;


 


WHEREAS, as of the date of this Agreement, all of AGH, AGI, TLE, TLEI,
CCC, VBI GCH, GCI, GCRS, GSS, NBOA, TLMI and VEI constitute an affiliated group
within the meaning of IRC Section 1504 (a) of which AGH is the common
parent corporation (AGI, TLE, TLEI, CCC, VBI, GCH, GCI, GCRS, GSS, NBOA, TLMI
and VEI being jointly hereinafter sometimes referred to as the “Subsidiaries”);


 


WHEREAS, AGH and certain of the Subsidiaries were parties to a tax
sharing agreement dated as of December 23, 1988, as amended (the “Former
Agreement”);


 


WHEREAS, contemporaneously herewith, certain of the parties to the
Former Agreement have merged and there has occurred a corporate reorganization
affecting the parties to the Former Agreement;


 


WHEREAS, it is the intention of the members of the Group (hereinafter
defined) that this Agreement provide a consistent and uniform method for
allocating the Group’s consolidated liability for Federal Income Taxes to each
member of the Group and replace and restate, in its entirety, the Former
Agreement for such members of the Group which were parties to the Former
Agreement by herein memorializing in writing the only agreement of the parties
hereto regarding the respective contributions of the Subsidiaries to the
payment of the income tax liability of the Group.


 


NOW, THEREFORE, AGH and the Subsidiaries agree as follows:


 


1.                                       For
such members of the Group which are parties to the Former Agreement, the Former
Agreement shall be, and hereby is, terminated effective the date hereof, this
Agreement replacing and restating the Former Agreement in its entirety for such
parties.


 

















 


2.                                       Definitions.


 


As used herein, the term:


 


2.1.                         “Current Allocation” shall,
for any Taxable Period, mean the amount of the Group’s Federal Income Tax
liability for such period which is allocated to each Group member under
Regulations Section 1.1502-33(d)(2)(ii) and 1.1552-1(a)(2).  For purposes of this Agreement, the “fixed
percentage” referred to in Regulations Section 1.1502-33(d)(2)(ii)(b)
shall be 100%.


 


2.2.                         “Current Tax” shall, for any
Taxable Period, mean the amount of each Group member’s Current Allocation if
the Current Allocation is a positive amount.


 


2.3.                         “Federal Income Taxes” shall
mean the corporate income taxes imposed by the Code and any interest or
penalties payable with respect thereto.


 


2.4.                         “Fiscal Year” means the fiscal
year of AGH.


 


2.5.                         “Group” shall mean the
affiliated group, as defined in IRC Section 1504 (a), of which AGH is the
common parent and includes but is not limited to the Subsidiaries.


 


2.6.                         “IRC” or “Code” means the
Internal Revenue Code of 1986, as amended.


 


2.7.                         “Regulations” means the
regulations promulgated pursuant to the Code.


 


2.8.                         “State Unitary Taxes” shall
mean any unitary business income, franchise and similar taxes imposed by any
state or local taxing authority in the United States or any subdivision
thereof, and any interest or penalties payable with respect thereto.


 


2.9.                         “Taxable Period” shall mean
each Fiscal Year or portion thereof in respect of which a member of the Group
is included in a consolidated federal income tax return filed pursuant to this
Agreement.


 


3.                                       Payment
of Taxes.


 


3.1.                         Each member of the Group
hereby agrees to join in the filing of a consolidated federal income tax return
for any Taxable Period for which the Group is required or permitted to file
such a return.  Each member of the Group
shall execute such consents as may be necessary to carry out the purposes of
this Section and agrees to execute and deliver to AGH such instruments as
AGH may reasonably request in connection therewith.


 


3.2.                         Any Federal Income Taxes payable
under any return filed pursuant to this Section shall be paid by AGH on
behalf of the members of the Group in accordance with and subject to the


 


2

















 


terms of this Agreement.  AGH
agrees to make such payment, file such returns, consents, elections and other
documents and take such other action on behalf of and at the expense of each
member of the Group as may be necessary or appropriate in connection with the
matters contemplated by this Section. 
Each member of the Group hereby agrees to pay to AGH all direct and
incidental costs and expenses incurred by AGH or at AGH’s direction in
connection with the matters contemplated under this Agreement, including but
not limited to fees and costs of accountants, attorneys or other consultants.


 


3.3.                         The members of the Group which
are subject to State Unitary Taxes agree to join in the filing of returns,
execute consents and make payments in the same manner as hereinbefore provided
in this Section 3 with respect to Federal Income Taxes.


 


4.                                       Allocation
and Reimbursement of Taxes.


 


4.1.                         Each member of the Group is
responsible, and hereby agrees, to estimate its Current Tax prior to the end of
the Taxable Period.  The calculation of
the Current Tax shall be made using the prevailing U.S. statutory rates under
IRC Sections 11, 55, 59A, and 1201. 
Each Group member that is a direct or indirect subsidiary of AGI shall
pay to AGI the amount of its estimated Current Tax on or before the date that
payment with respect thereto (including any estimate thereof) would have been
required to be paid to the appropriate taxing authorities had it not been a
member of the Group and AGI shall pay to AGH the amount of its estimated
Current Tax on or before the date that payment with respect thereto (including
any estimate thereof) would have been required to be paid to the appropriate
taxing authorities had AGI not been a member of the Group.  In the event that any member of the Group
pays any Federal Income Taxes which would have been payable by another member
of the Group had such party not been a member of the Group, such other member
of the Group shall promptly reimburse the member paying such taxes for the full
amount so paid.


 


4.2.                         Payments due pursuant to
Section 4.1 hereof with respect to a Taxable Period shall be computed
quarterly based upon the annualized estimate of the gross income, losses,
deductions, expenses, exemption, credits and allowances of each member of the
Group.  At the end of the Taxable Period
each member of the Group shall prepare or cause to be prepared and shall
forward to AGH (on such time schedule as may be established by AGH),
Federal Tax Form 1120 (or successors thereto) and such schedules as may be
appropriate in support thereof (all as if such Subsidiary were not a member of
the Group).


 


4.3.                         Amounts payable under this
Agreement shall be paid promptly upon demand therefor by AGH. Any payments made
on the basis of an estimate shall be adjusted within 90 days after the end of
the Tax Period.


 


4.4.                         The members of the Group that
are subject to State Unitary Taxes agree to the allocation of State Unitary
Taxes,


 


3

















 


the estimate of the amount thereof and the payment of such taxes in the
same manner as hereinbefore provided in this Section 4 with respect to
Federal Income Taxes.


 


5.                                       Tax
Adjustment.


 


In the event of any adjustment to the consolidated tax returns as filed
(by reason of an amended return, claim for refund, or an audit by the Internal
Revenue Service), the liability of the member of the Group with respect to
which such adjustment has been made, shall be redetermined to give effect to
any such adjustment as if it had been made as part of the original computation
of tax liability under Section 4 hereof and payments or refunds as among
the Group members shall be made accordingly.


 


6.                                       New
Group Members.


 


If at any time a Group member other than AGH acquires or creates one or
more subsidiary corporations that are, under IRC Section 1504, includable
corporations of the Group, such subsidiary corporations shall be subject to
this Agreement without further action being required on the part of such
subsidiary corporation or the members of the Group and, thereupon, all
references herein to the “Group” shall apply to such subsidiary corporations as
if they had been original signatories hereto and such subsidiary corporations
shall be considered a part of the “Group” for all purposes hereof.  If at any time AGH acquires or creates one
or more subsidiary corporations that are, under IRC Section 1504,
includable corporations of the Group, such subsidiary corporations shall be
subject to this Agreement only upon the affirmative election to such effect by
AGH. Each member of the Group other than AGH hereby designates and appoints AGH
its agent and attorney-in-fact to amend this Agreement to include any such
subsidiary corporation as a member of the Group.


 


7.                                       General.


 


7.1.                         Successors.  This Agreement shall be binding on any
successor, by merger, acquisition of assets or otherwise, to any member of the
Group to the same extent as if such successor had been an original party to
this Agreement.


 


7.2.                         Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota.


 


7.3.                         Counterparts.  This Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original, but all of which taken together shall constitute one and the same
instrument.


 


7.4.                         Power of Attorney.  Each member of the Group hereby appoints and
constitutes AGH its agent and true and lawful attorney-in-fact (i) for the
purpose of filing any consent, election or other document and taking any other
action as may be


 


4

















 


necessary or appropriate in connection with the matters contemplated by
this Agreement and (ii) in its name, place and stead to make, execute, sign,
acknowledge and file such instruments as may be necessary to carry out the
provisions of this Agreement.  The
foregoing grant of authority is hereby declared to be irrevocable and a power
coupled with an interest.  Each member
of the Group agrees to reimburse AGH for all expenses, including legal and
accounting expenses, incurred in connection with the matters contemplated by
this Agreement, including in connection with the audit of any return filed
pursuant hereto.


 


7.5.                         Interpretation.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.  To the extent permitted by applicable law,
the parties hereto waive any provision of law which renders any provision
hereof prohibited or unenforceable in any respect.  No term or provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument of equal formality
signed by the parties hereto.  No waiver
of a breach of any provision hereof or a default under any provision hereof
shall be deemed a waiver of such provision or of any subsequent breach or
default of any kind or nature.  This
Agreement embodies the entire understanding of the parties and there are no
further or other agreements or understandings, written or oral, in effect
between the parties, relating to the subject matter hereof.  The division of this Agreement into sections
is only a matter of convenience for reference and shall not define or limit any
of the terms or provisions hereof.


 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.


 


	
   

  	
  AFFINITY GROUP HOLDING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Mark J. Boggess

  	
   

  
	
   

  	
   

  	
  Its

  	
  V.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AFFINITY GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Mark J. Boggess

  	
   

  
	
   

  	
   

  	
  Its

  	
  V.P.

  	
   

  
							



 


5

















 


	
   

  	
  TL
  ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Mark J. Boggess

  	
   

  
	
   

  	
  Its 

  	
  V.P.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRAILER LIFE
  ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Mark J. Boggess

  	
   

  
	
   

  	
  Its 

  	
  V.P.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CAMP COAST
  TO COAST, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Mark J. Boggess

  	
   

  
	
   

  	
  Its 

  	
  V.P.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GOLF CARD
  HOLDING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Mark J. Boggess

  	
   

  
	
   

  	
  Its 

  	
  V.P.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GOLF CARD
  INTERNATIONAL CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Mark J. Boggess

  	
   

  
	
   

  	
  Its 

  	
  V.P.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GOLF CARD
  RESORT SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Mark J. Boggess

  	
   

  
	
   

  	
  Its 

  	
  V.P.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GSS ENTERPRISES,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Mark J. Boggess

  	
   

  
	
   

  	
  Its 

  	
  V.P.

  	
   

  
						



 


6

















 


	
   

  	
  VBI, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Mark J. Boggess

  	
   

  
	
   

  	
  Its 

  	
  V.P.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NATIONAL
  BOAT OWNERS ASSOCIATION, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Mark J. Boggess

  	
   

  
	
   

  	
  Its 

  	
  V.P.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TL MUSIC,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Mark J. Boggess

  	
   

  
	
   

  	
  Its 

  	
  V.P.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VENTURE
  ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Mark J. Boggess

  	
   

  
	
   

  	
  Its 

  	
  V.P.

  	
   

  
					



 


7


 

















 


 


AMENDMENT TO TAX SHARING AGREEMENT


 


THIS AMENDMENT TO TAX SHARING AGREEMENT (the
“Amendment”) made as of March 26, 2004 by and among AGI Holding Corp. (the
“Parent”), Affinity Group Holding, Inc., Affinity Group, Inc., Golf Card
International Corp., Golf Card Resort Services, Inc., Camping World, Inc., CWI,
Inc., Camping Realty, Inc., Camping World Insurance Services of Nevada, Inc.,
Camping World Insurance Services of Texas, Inc., CW Michigan, Inc., Camping
World RV Sales, Inc., CWI Funding, Inc., Camp Coast to Coast, Inc., Coast
Marketing Group, Inc., Affinity Brokerage, Inc., Affinity Group Thrift Holding
Corp., Affinity Road and Travel Club, Inc., AGI Canada, Inc., Ehlert Publishing
Group, Inc., Power Sports Media, Inc., GSS Enterprises, Inc., TL Enterprises,
Inc., VBI, Inc., AGRP Holding Corp., AGRP Management Corp., AGI Management
Corporation and TL Music, Inc. (all such parties, other than the Parent, being
herein referred to as the “Subsidiaries”);


 


WHEREAS, the parties hereto have entered into
(or automatically become parties to) a Tax Sharing Agreement (the “Tax Sharing
Agreement”) dated as of August 1, 1993 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);


 


WHEREAS, the Parent proposes to file amended
federal and state income tax returns for the Fiscal Years of the Group ending
December 30, 2001 and December 29, 2002 (the “Amended Returns”) with the appropriate
federal and state taxing authorities (the “Tax Authorities”) to, inter alia, correct errors in the returns
as heretofore filed by the Parent with the Tax Authorities for such periods
(the “Original Returns”);


 


WHEREAS, one or more Subsidiaries may incur
(i) costs and expenses in connection with or a result of the Amended Returns,
or (ii) additional taxes (including sales and use taxes), interest or penalties
as a result of, or in connection, with the Amended Returns (jointly a “Loss”),
it being intended that a “Loss” include amounts required to be paid by a
Subsidiary for any Taxable Period in excess of the amounts paid by such
Subsidiary under the Tax Sharing Agreement in respect of the Original Returns,
whether the “Loss” is occasioned as a result of actions taken by a Tax
Authority or otherwise, provided such “Loss” arises in connection with or as a
result of matters reported, or positions taken, in the Original Returns or
Amended Returns;


 


WHEREAS the Original Returns were prepared at
the direction of the Parent and the Parent accepts responsibility for the
accuracy and completeness thereof;


 


WHEREAS, as a condition to the filing of the
Amended Returns the Subsidiaries have demanded that the Parent indemnify and
forever hold such members of the Group harmless from and against the Losses;


 


WHEREAS the Parent is willing to undertake
such indemnification on the terms set forth hereinafter;


 


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
Parent hereby agrees, at its expense, to promptly file the Amended
Returns.  The Parent warrants that the
Amended Returns as filed with the Tax Authorities will be complete, accurate
and properly reflect the federal and state income taxes payable by the Group
for the Taxable Periods involved.


 


2.             The
Subsidiaries agree to cooperate with the Parent in the preparation of the
Amended Returns 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 an audit, examination, review or appeal (an “Audit”) of the
Amended Returns by any Tax Authority, 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.  The
Subsidiaries agree to cooperate with the Parent in any Audit and provide such
information to the Parent as the Parent may reasonably request in connection
with the Audit or any proceedings in connection therewith.


 


4.             The
Parent unconditionally and irrevocably agrees 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.


 


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.  This Amendment
constitutes an amendment of the Tax Sharing Agreement in respect of the
liabilities and responsibilities of the parties in respect of the Amended
Returns.  Except as so amended and
modified, 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



 


 


2

















 


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.


 


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.

  
	
   

  	
  GOLF CARD INTERNATIONAL CORP.

  
	
   

  	
  GOLF CARD RESORT SERVICES, INC.

  
	
   

  	
  CAMPING WORLD, INC.

  
	
   

  	
  CWI, INC.

  
	
   

  	
  CAMPING REALTY, INC.

  
	
   

  	
  CAMPING WORLD INSURANCE
  SERVICES OF NEVADA, INC.

  
	
   

  	
  CAMPING WORLD INSURANCE
  SERVICES OF TEXAS, INC.

  
	
   

  	
  CW MICHIGAN, INC.

  
	
   

  	
  CAMP COAST TO COAST, INC.

  
	
   

  	
  COAST MARKETING GROUP, INC.

  
	
   

  	
  AFFINITY BROKERAGE, INC.

  
	
   

  	
  AFFINITY ROAD AND TRAVEL CLUB, INC.

  
	
   

  	
  EHLERT PUBLISHING GROUP, INC.

  
	
   

  	
  POWER SPORTS MEDIA, INC.

  
	
   

  	
  GSS ENTERPRISES, INC.

  
	
   

  	
  TL ENTERPRISES, INC.

  
	
   

  	
  VBI, INC.

  
	
   

  	
  AGRP HOLDING CORP.

  
	
   

  	
  AGRP MANAGEMENT CORP.

  
	
   

  	
  TL MUSIC, INC.

  
	
   

  	
  CAMPING WORLD RV SALES, INC.

  
					



 


3

















 


	
   

  	
  CWI FUNDING, INC.

  
	
   

  	
  AFFINITY GROUP THRIFT HOLDING CORP.

  
	
   

  	
  AGI MANAGEMENT CORPORATION

  
	
   

  	
  AGI CANADA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul E. Schedler,

  
	
   

  	
   

  	
  Paul E. Schedler, Vice
  President
 (“Subsidiaries”)

  
				



 


4