SECOND AMENDMENT TO TAX SHARING AGREEMENT

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