EXHIBIT 10.2
Lane Industries, Inc.
One Lane Center
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
March 15, 2005
General Binding Corporation
Xxx XXX Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to that certain Agreement and Plan of Merger (the
"Merger Agreement"), dated as of March 15, 2005, by and among Fortune Brands,
Inc., ACCO World Corporation, Gemini Acquisition Sub, Inc. and General Binding
Corporation ("GBC") and that certain form of tax allocation agreement, by and
between Lane Industries, Inc. ("Lane") and General Binding Corporation,
attached to the Merger Agreement as Exhibit H (the "Tax Allocation
Agreement"). Except as otherwise provided in this letter agreement ("Letter
Agreement"), capitalized terms used but not defined herein shall have the
meanings given to them in the Tax Allocation Agreement.
Section 2.01 of the Tax Allocation Agreement provides that, from and
after the Merger Date, the rights and obligations of the parties under the
Prior Tax Allocation Agreements shall be terminated and shall have no further
force or effect. Section 7.02 of the Tax Allocation Agreement provides that
all covenants and agreements of the parties contained in the Tax Allocation
Agreement shall be subject to and conditioned upon the Merger becoming
effective. Section 4.2 of the Merger Agreement requires the Tax Allocation
Agreement to be executed and delivered prior to the Time of Distribution (as
defined in the Merger Agreement). Accordingly, during the period from the date
of the Merger Agreement and continuing until the Effective Time (as defined in
the Merger Agreement) (such period, the "Pre-Closing Period"), the Prior Tax
Allocation Agreements remain in full force and effect.
Notwithstanding the provisions of the Prior Tax Allocation
Agreements, Lane and GBC hereby agree that, subject to the next succeeding
paragraph hereof, during the Pre-Closing Tax Period Lane and GBC shall have
the same rights and obligations with respect to the 1999 Audit as each would
have had if the Tax Allocation Agreement were effective as of the date hereof
(including, without limitation, the rights and obligations under Sections
4.01, 4.02, 4.04(b) and 6.02(b) of the Tax Allocation Agreement); provided,
however, that neither Lane nor any of its Representatives shall be entitled to
settle, either administratively or after the commencement of litigation, the
1999 Audit during the Pre-Closing Tax Period without the prior written consent
of GBC (which consent shall not be unreasonably withheld or delayed), and
provided, further, that no action taken by either party in accordance with
this Letter Agreement shall be deemed to be a breach or violation of any
provision of the Prior Tax Allocation Agreements.
Notwithstanding the foregoing, this Letter Agreement shall terminate
on the earlier of (i) the Merger becoming effective (in which case the terms
of the Tax Allocation Agreement, as finally executed, shall govern the rights
and obligations of the parties with respect to the 1999 Audit) or (ii) the
termination of the Merger Agreement without the Merger becoming effective (in
which case the terms of the Prior Tax Allocation Agreements shall govern the
rights and obligations of the parties with respect to the 1999 Audit);
provided, however, that at the time this Letter Agreement would otherwise
terminate in accordance with the foregoing, the amounts payable by the parties
with respect to the 1999 Audit under the relevant governing agreement (i.e.,
the Tax Allocation Agreement, as finally executed in the case of a termination
under clause (i), or the Prior Tax Allocation Agreements in the case of a
termination under clause (ii)) shall be computed and if, with respect to the
1999 Audit, the net amount payable by a party under such relevant governing
agreement differs from the net amount paid by such party under this Letter
Agreement, one party shall reimburse the other party to the extent necessary
to eliminate such difference (and this Letter Agreement shall continue in
force to the extent necessary to effectuate the terms of this proviso).
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Very truly yours,
LANE INDUSTRIES, INC.
By: /s/ Xxxxxx Xxxxxxxx
----------------------------
Name: Xxxxxx Xxxxxxxx
Title: Senior Vice President
Accepted and agreed
as of March 15, 2005 by
GENERAL BINDING CORPORATION
By: /s/ Xxxxxx Xxxxx
---------------------------
Name: Xxxxxx Xxxxx
Title: Vice President, Secretary
and General Counsel
