SECOND AMENDMENT TO TAX SHARING AGREEMENT
THIS AGREEMENT effective as of the 1st day of October, 1995, by and
between Perpetual Corporation (hereinafter "Perpetual"), Xxxxxxxxxx
Communications Company (hereinafter "ACC") and ALLNEWSCO, Inc. ("ALLNEWSCO").
W I T N E S S E T H
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WHEREAS, Perpetual, ACC and ALLNEWSCO are parties to a Tax Sharing
Agreement dated effective as of September 30, 1991, as amended by amendment
dated October 29, 1993 (collectively the "Tax Sharing Agreement"); and
WHEREAS, ACC, Perpetual and ALLNEWSCO wish to clarify tax allocations and
procedures with respect to situations where ACC or subsidiaries of ACC join in
the filing of a unitary, combined or consolidated state local or foreign tax
return with Perpetual or other subsidiaries of Perpetual;
NOW, THEREFORE, in consideration of the sum of ONE DOLLAR AND NO/100
($1.00), the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree to amend the Tax Sharing Agreement as follows:
A new Section 11 shall be added to the Tax Sharing Agreement which
shall read as follows:
(11) State, Local and Foreign Taxes. In the event that ACC
or any member of the ACC Group joins in the filing of a unitary,
combined or consolidated state, local or foreign tax return with any
member of the Perpetual Group (other than a member of the ACC
Group), the principles set forth herein regarding the payment of
federal income taxes and the related procedures described herein
shall be applicable with regard to the state, local or foreign tax
obligations of the member of the ACC Group which is included in
such combined or consolidated state or local or foreign tax
return as though such state, local or foreign taxes were a federal
income tax.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
December 18, 1998, to be effective as of October 1, 1995.
PERPETUAL CORPORATION
By /s/ Xxxxxxxx X. Xxxxxx
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Name Xxxxxxxx X. Xxxxxx
Title President
XXXXXXXXXX COMMUNICATIONS COMPANY
By /s/ Xxxxxxx X. Xxxxxx
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Name Xxxxxxx X. Xxxxxx
Title Vice President
ALLNEWSCO, INC.
By /s/ Xxxxxxx X. Xxxxxx
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Name Xxxxxxx X. Xxxxxx
Title Vice President
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