EXHIBIT 10.4
AMENDMENT NO. 1 TO TAX MATTERS AGREEMENT
Reference is made to that certain Tax Matters Agreement (the
"Agreement"), dated as of July 1, 1995, among N.V. Koninklijke KNP BT, BT Office
Products International, Inc. ("Office Products"), Xxxxxxxx-Tetterode
International B.V., Astro-Valcour, Inc. and Sengewald U.S.A., Inc. Capitalized
terms used but not defined herein shall have the meanings assigned to such terms
in the Agreement.
Whereas, the agreements and instruments listed on Schedule B-1
attached hereto constituted, as of the date of the Agreement, part of the assets
disposed of by Office Products, but were inadvertently omitted from Schedule B
of the Agreement.
The parties hereto hereby agree that Schedule B to the
Agreement is hereby amended, effective as of July 1, 1995, by adding thereto the
instruments and documents listed on Schedule B-1 attached hereto.
This agreement amends the Agreement only to the extent
provided herein and shall not constitute an amendment or modification to any
other provision of the Agreement. All references to the Agreement shall be
deemed references to the Agreement as amended hereby.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized representatives as of this 7th
day of June, 1996.
N.V. KONINKLIJKE KNP BT
By:/s/ F.J. de Wit
---------------------------------
Name: F.J. de Wit
Title:
By:/s/ R.W.J.M. Bonnier
---------------------------------
Name: R.W.J.M. Bonnier
Title:
BT OFFICE PRODUCTS
INTERNATIONAL, INC.
By:/s/ Xxxx X. XxXxxxxxx
---------------------------------
Name: Xxxx X. XxXxxxxxx
Title:
XXXXXXXX-TETTERODE
INTERNATIONAL B.V.
By:/s/ F.J. de Wit
---------------------------------
Name: F.J. de Wit
Title:
By:/s/ R.W.J.M. Bonnier
---------------------------------
Name: R.W.J.M. Bonnier
Title:
ASTRO-VALCOUR, INC.
By:/s/ Xxxxxxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title:
SENGEWALD U.S.A., INC.
By:/s/ Xxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxxxx
Title:
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SCHEDULE B-1
25. Xxxxxxx Documents.
a. Agreement dated December 30, 1986 by, between and among BT
USA, Inc., Astro Packaging, Inc. and Xxxxxxx Manufacturing Corporation.
b. Agreement dated December 30, 1986 by, between and among BT
USA, Inc., Valcour Holdings, Inc., Valcour Incorporated and Xxxxxxx
Manufacturing Corporation.
c. Agreement dated as of December 30, 1986 by and among BT
USA, Inc., Xxxxxx X. Xxxxxxx, Xxxxxx Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxxx
Xxxxxxxxx and Xxxxxxx Manufacturing Corporation.
d. Technology Agreement and License dated December 30, 1986
by, between and among BT USA, Inc., Valcour Holdings, Valcour Incorporated,
Ricour Incorporated, and Xxxxxxx Manufacturing Corporation.
e. Agreement dated as of December 30, 1986 between BT USA,
Inc., Valcour Holdings, Inc., Xxxxxx X. Xxxxxxx, Xxxxxxxxx X. Xxxxx, Xxxxxxx X.
Xxxxxx and Xxxxxxxxx X. Xxxxxxx with respect to the sale of shares of Valcour
Holdings, Inc. to BT USA, Inc.
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