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 tak
