EXHIBIT 10.1 TAX SHARING AGREEMENT

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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 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

2

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, 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