TAX SHARING AGREEMENT
THIS Agreement is made and entered into this 29th day of June, 1994, by and
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among Jordan Industries, Inc., an Illinois corporation (the "Company"), and each
corporation, other than the Company, which is a signatory to this Agreement
(hereinafter such other corporations shall collectively be referred to as the
"Subsidiaries" and individually referred to as a "Subsidiary").
WITNESSETH:
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WHEREAS, the Company owns directly or indirectly capital stock of each of the
Subsidiaries which represents at least 80 percent of the vote and value of each
of the Subsidiaries and may, therefore, include the income and expense of each
of the Subsidiaries in the Company's consolidated federal income tax returns;
and
WHEREAS, the parties hereto desire to consolidate such returns upon the terms
and conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein set forth, the parties hereto do hereby agree as follows:
1. Filing and Preparation of Future Returns. Each of the Subsidiaries agrees
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to consent to joining with the Company and its consolidated subsidiaries (the
Company and each of the Subsidiaries being herein referred to as the "Group") in
the filing of the consolidated federal income tax returns for any taxable year
for which a consolidated return can be filed and each taxable year thereafter,
in accordance with applicable income tax laws and regulations. The Company
agrees that it will prepare and file in
a timely manner all federal income tax returns required to be filed on behalf of
the Company and its consolidated subsidiaries and will pay the taxes shown to be
due thereon.
2. Estimated Tax Payments; Tax Benefit Reimbursements.
(a) On or before the 10th day prior to the due date of any estimated tax
payment on account of the consolidated tax liability of the Group for a taxable
year, each of the Subsidiaries shall pay to the Company an amount equal to such
Subsidiary's separate return tax liability as defined in Treasury Regulations S
1.1552-1(a)(2)(ii) (the "Separate Return Tax Liability") multiplied by a
fraction the numerator of which equals one and the denominator of which equals
the total number of estimated tax payments to be made on account of the
consolidated tax liability of the Group for such taxable year. If the estimated
tax payment of the Group is based upon the prior taxable year's consolidated tax
liability, such Subsidiary's payment under this Paragraph 2(a) shall be
determined by using its Separate Return Tax Liability for such prior year, and
if such estimated tax payment is based upon the current year's tax liability,
such Subsidiary's payment under this Paragraph 2(a) shall be determined by using
its estimated separate return tax liability for such current year.
(b) In the event that the sum of any estimated payments made by any Subsidiary
in a taxable year under Paragraph 2(a) exceeds such Subsidiary's final Separate
Return Tax Liability for such taxable year, the Company shall pay to such
Subsidiary the amount of such excess on a periodic basis as determined by the
Company. In the event that the final Separate Return Tax Liability
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of such Subsidiary for a taxable year exceeds the sum of any payments based on
estimated amounts made by such Subsidiary under Paragraph 2(a) for such taxable
year, such Subsidiary shall pay such excess to the Company on or before the date
15 days prior to the due date for the filing of the consolidated federal income
tax return to which such excess relates.
(c) In addition to any amounts which may be payable by the Company to any
Subsidiary under Paragraph 2(b), the Company shall also reimburse such
Subsidiary for the amount by which the Group's income taxes are reduced as a
result of the consolidation of such Subsidiary in the Group's income tax return,
such reimbursement to be made on a periodic basis as determined by the Company.
Any loss or credit utilized by the Group pursuant to this Paragraph 2(c) shall
not be available for purposes of calculating the Separate Return Tax Liability
of a member.
In the event the computation of such Subsidiary's income tax liability under
Paragraph 2(a) above shall reflect that such Subsidiary incurred a loss for any
year that is not utilized by the Group, and that such Subsidiary would have been
due a Federal income tax refund as a result of certain loss carryback provisions
of the Internal Revenue Code or any other provisions of the Internal Revenue
Code, then the Company shall pay to such Subsidiary an amount equal to the
actual income tax refund attributable to the Subsidiary when received by the
Company.
(d) Notwithstanding anything in this agreement, the Internal Revenue Code of
1986, as amended (the "Code"), or regulations promulgated thereunder to the
contrary, the Company
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shall determine the order in which losses incurred by each of the Subsidiaries
reduce the Group's income taxes for purposes of Paragraph 2(c) hereof. The
losses of each of the Subsidiaries that do not reduce the taxable income of the
Group shall be carried forward and each of the Subsidiaries shall be reimbursed
for such losses as determined by the Company. Each of the Subsidiaries agrees
that the decision of the Company with respect to the amount and the date of
payment for such reimbursement shall be conclusive.
(e) Any payments or reimbursements hereunder shall be computed by the
independent public accountants of the Company, in accordance with generally
accepted accounting principles and applicable tax laws, rules and regulations.
3. Adjustments to Liability. The Company and each Subsidiary agree that in the
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event there should be any factual circumstance, or any application, either
retroactively or prospectively, of any federal income tax laws or revision of
the federal income tax laws, which results in a redetermination of the Separate
Return Tax Liability of any Subsidiary, the payment under Paragraph 2 shall be
adjusted to account for such redeterminations. It is intended that the
adjustment referred to in this paragraph shall relate to those items which are
given recognition in the Group's consolidated tax returns or are approved or
adjusted by the Internal Revenue Service in their audit of said returns, and
which therefore have been recognized or given effect by the computation of the
consolidated income tax of the Group and the income tax computed on the separate
return basis of each Subsidiary.
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4. Other Taxes. In the event there shall be imposed on any of the Company or
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any of the Subsidiaries any foreign, federal, state or local tax to which
principles of consolidated taxation may be applied and practical, each of the
Company and each of the Subsidiaries agree that this agreement shall also be
applicable with respect to such taxes. For purposes of this agreement, the term
taxes shall include, but is not limited to, all net income, capital gains, gross
income, gross receipts, sales, use, transfer, franchise, profits, license,
capital, payroll, excise, value added or other taxes and any related interest or
governmental charge.
5. Additional Subsidiaries. If at any time after the date upon which this
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agreement is executed, any party to this agreement acquires or creates one or
more subsidiary corporations that are includible corporations of the Group,
either the Company or a Subsidiary shall cause such subsidiary corporation to be
subject to this agreement and all references to either Group or a Subsidiary
herein shall thereafter be interpreted to refer to the Company, the Subsidiaries
and such subsidiary or subsidiaries, or to a Subsidiary and such subsidiary or
subsidiaries, respectfully. The parties hereto agree that this agreement shall
only govern the allocation of income taxes among the Company and each Subsidiary
for each taxable year, or portions thereof, in which each respective Subsidiary
is included in a consolidated income tax return filed by the Company and that no
party to this agreement shall have any rights or obligations under this
agreement to any other party to this agreement subsequent to such party's
disaffiliation from the Group, as defined in the Code.
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6. Successors and Assigns. This agreement shall be binding on and inure to the
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benefit of any successor, by merger, acquisition of assets or otherwise, to any
of the parties hereto (including but not limited to any successor of the Company
or a Subsidiary succeeding to the tax attributes of each under Section 381 of
the Code), to the same extent as if such successor had been an original party to
this agreement.
7. Termination. This agreement shall continue in effect until terminated by
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written agreement between all the parties hereto.
8. Entire Agreement. This agreement constitutes the entire agreement between
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the parties hereto pertaining to the subject matter hereof and supercedes and
cancels any and all such previous written or oral agreements between the parties
hereto.
9. Governing Law. This agreement shall be governed by the internal laws of the
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state of Illinois.
IN WITNESS WHEREOF, the parties hereto have executed this agreement on the day
and year first above written.
JORDAN INDUSTRIES, INC. DACCO, INCORPORATED
By /s/ Xxxxxx X. Xxxxxxxxxxx By /s/ Xxxxxx X. Xxxxxxxxxxx
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DETROIT TRANSMISSION PRODUCTS BORG MANUFACTURING
CO .
By /s/ Xxxxxx X. Xxxxxxxxxxx By /s/ Xxxxxx X. Xxxxxxxxxxx
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TRANSMISSION PARTS WAREHOUSE, ABC TRANSMISSION PARTS WAREHOUSE, INC.
INC.
By /s/ Xxxxxx X. Xxxxxxxxxxx By /s/ Xxxxxx X. Xxxxxxxxxxx
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NASHVILLE TRANSMISSION PARTS, DACCO/DETROIT OF FLORIDA, INC.
INC.
By /s/ Xxxxxx X. Xxxxxxxxxxx By /s/ Xxxxxx X. Xxxxxxxxxxx
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DACCO/DETROIT OF MINNESOTA, INC. DACCO/DETROIT OF COLORADO, INC.
By /s/ Xxxxxx X. Xxxxxxxxxxx By /s/ Xxxxxx X. Xxxxxxxxxxx
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DACCO/DETROIT OF INDIANA, INC. DACCO/DETROIT OF MISSOURI, INC.
By /s/ Xxxxxx X. Xxxxxxxxxxx By /s/ Xxxxxx X. Xxxxxxxxxxx
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DACCO/DETROIT OF NORTH CAROLINA, DACCO/DETROIT OF MEMPHIS, INC.
INC.
By /s/ Xxxxxx X. Xxxxxxxxxxx By /s/ Xxxxxx X. Xxxxxxxxxxx
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DACCO/DETROIT OF NEBRASKA, INC. DACCO/DETROIT OF ALABAMA, INC.
By /s/ Xxxxxx X. Xxxxxxxxxxx By /s/ Xxxxxx X. Xxxxxxxxxxx
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DACCO/DETROIT OF NEW JERSEY, DACCO/DETROIT OF MICHIGAN, INC.
INC.
By /s/ Xxxxxx X. Xxxxxxxxxxx By /s/ Xxxxxx X. Xxxxxxxxxxx
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DACCO/DETROIT OF ARIZONA, INC. DACCO/DETROIT OF OKLAHOMA, INC.
By /s/ Xxxxxx X. Xxxxxxxxxxx By /s/ Xxxxxx X. Xxxxxxxxxxx
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DACCO/DETROIT OF TEXAS, INC. DACCO/DETROIT OF SOUTH CAROLINA, INC.
By /s/ Xxxxxx X. Xxxxxxxxxxx By /s/ Xxxxxx X. Xxxxxxxxxxx
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RIVERSIDE BOOK AND BIBLE HOUSE, XXXXXXX PRECISION PRODUCTS, INC.
INCORPORATED
By /s/ Xxxxxx X. Xxxxxxxxxxx By /s/ Xxxxxx X. Xxxxxxxxxxx
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WORLD BIBLE PUBLISHERS, INC. JII, INC.
By /s/ Xxxxxx X. Xxxxxxxxxxx By /s/ Xxxxxx X. Xxxxxxxxxxx
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THE IMPERIAL ELECTRIC COMPANY THE XXXXX MOTORS COMPANY
By /s/ Xxxxxx X. Xxxxxxxxxxx By /s/ Xxxxxx X. Xxxxxxxxxxx
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GEAR RESEARCH, INC. XXXXXX LOCK, INC.
By /s/ Xxxxxx X. Xxxxxxxxxxx By /s/ Xxxxxx X. Xxxxxxxxxxx
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XXXXXX LOCK DE PUERTO RICO AIM ELECTRONICS CORPORATION
INCORPORATED
By /s/ Xxxxxx X. Xxxxxxxxxxx By /s/ Xxxxxx X. Xxxxxxxxxxx
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SATE-LITE MANUFACTURING COMPANY DURA-LINE CORPORATION
By /s/ Xxxxxx X. Xxxxxxxxxxx By /s/ Xxxxxx X. Xxxxxxxxxxx
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JI AVIATION, INC. WELCOME HOME, INC.
By /s/ Xxxxxx X. Xxxxxxxxxxx By /s/ Xxxxxx X. Xxxxxxxxxxx
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JHRC, INC. J2, INC.
By /s/ Xxxxxx X. Xxxxxxxxxxx By /s/ Xxxxxx X. Xxxxxxxxxxx
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VALMARK INDUSTRIES, INC. PAMCO PRINTED TAPE & LABEL CO., INC.
By /s/ Xxxxxx X. Xxxxxxxxxxx By /s/ Xxxxxx X. Xxxxxxxxxxx
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JI FINANCE COMPANY BEEMAK PLASTICS, INC.
By /s/ Xxxxxx X. Xxxxxxxxxxx By /s/ Xxxxxx X. Xxxxxxxxxxx
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CAMBRIDGE PRODUCTS CORPORATION JII/SALES PROMOTION ASSOCIATES, INC.
By /s/ Xxxxxx X. Xxxxxxxxxxx By /s/ Xxxxxx X. Xxxxxxxxxxx
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