Exhibit 10.2
ADDITIONAL SUBSIDIARY AGREEMENT
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Jordan Telecommunication Products, Inc., a Delaware corporation, hereby
agrees to be bound by the terms and provisions of that certain Tax Sharing
Agreement dated as of June 29, 1994 (the "Tax Agreement") by and among Jordan
Industries, Inc., an Illinois corporation, and certain of its subsidiaries, a
copy of which is attached hereto as Exhibit A, and agrees that, effective as of
July 25, 1997, it shall be an additional Subsidiary under and as defined in the
Tax Agreement (pursuant to the provisions of Paragraph 5 thereof) and shall be
entitled to all the rights, and subject to all the duties and obligations, of a
Subsidiary thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Additional
Subsidiary Agreement to be executed this 25th day of July, 1997.
JORDAN TELECOMMUNICATION PRODUCTS, INC.
By:/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Authorized Officer
JORDAN INDUSTRIES, INC.
By:/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Vice President
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EXHIBIT A
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TAX SHARING AGREEMENT
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THIS Agreement is made and entered into this 29th day of June, 1994, by and
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 follow:
1. Filing and Preparation of Future Returns. Each of the Subsidiaries
agrees 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
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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 consolidation
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 under this Paragraph 2(a) shall be
determined by using its estimated separate return tax liability for such current
year.
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(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 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
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income as fund 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 shall determine the order i which losses incur by each of
the Subsidiaries reduce the Group's income taxed for purposed 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 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
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the Separate Return Tax Liability of any Subsidiary, the payment under Paragraph
2 shall be adjusted to account for such redetermination. 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.
4. Other Taxes. In the event there shall be imposed on any of the
Company or 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 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
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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.
6. Successors and Assigns. This agreement shall be binding on and inure
to the 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 written agreement between all the parties hereto.
8. Entire Agreement. This agreement constitutes the entire agreement
between the parties hereto pertaining to the subject matter hereof and
supersedes and cancels any and all such previous written or oral agreements
between the parties hereto.
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9. Governing Law. This Agreement shall be governed by the internal laws
of the 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: ________________________ By: ________________________
DETROIT TRANSMISSION PRODUCTS BORG MANUFACTURING
CO.
By: ________________________ By: ________________________
TRANSMISSION PARTS WAREHOUSE, ABC TRANSMISSION PARTS
INC. WAREHOUSE, INC.
By: ________________________ By: ________________________
NASHVILLE TRANSMISSION PARTS DACCO/DETROIT OF FLORIDA, INC.
INC.
By: ________________________ By: ________________________
DACCO/DETROIT OF MINNESOTA, INC. DACCO/DETROIT OF COLORADO,
INC.
By: ________________________ By: ________________________
DACCO/DETROIT OF INDIANA, INC. DACCO/DETROIT OF MISSOURI,
INC.
CO.
By: ________________________ By: ________________________
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DACCO/DETROIT OF NORTH CAROLINA, DACCO/DETROIT OF MEMPHIS,
INC. INC.
By: ________________________ By: ________________________
DACCO/DETROIT OF NEBRASKA, INC. DACCO/DETROIT OF ALABAMA,
INC.
By: ________________________ By: ________________________
DACCO/DETROIT OF NEW JERSEY, DACCO/DETROIT OF MICHIGAN,
INC. INC.
By: ________________________ By: ________________________
DACCO/DETROIT OF ARIZONA, INC. DACCO/DETROIT OF OKLAHOMA,
INC.
By: ________________________ By: ________________________
DACCO/DETROIT OF TEXAS, INC. DACCO/DETROIT OF SOUTH
CAROLINA, INC.
By: ________________________ By: ________________________
RIVERSIDE BOOK AND BIBLE HOUSE, XXXXXXX PRECISION PRODUCTS,
INCORPORATED INC.
By: ________________________ By: ________________________
WORLD BIBLE PUBLISHERS, INC. JII, INC.
By: ________________________ By: ________________________
THE IMPERIAL ELECTRIC COMPANY THE XXXXX MOTORS COMPANY
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By: ________________________ By: ________________________
GEAR RESEARCH, INC. XXXXXX LOCK, INC.
By: ________________________ By: ________________________
XXXXXX LOCK DE PUERTO RICO AIM ELECTRONICS CORPORATION
INCORPORATED
By: ________________________ By: ________________________
SATE-LITE MANUFACTURING COMPANY DURA-LINE CORPORATION
By: ________________________ By: ________________________
JI AVIATION, INC. WELCOME HOME, INC.
By: ________________________ By: ________________________
JHRC, INC. J2, INC.
By: ________________________ By: ________________________
VALMARK INDUSTRIES, INC. PAMCO PRINTED TAPE & LABEL
CO., INC.
By: ________________________ By: ________________________
JI FINANCE COMPANY BEEMAK PLASTICS, INC.
By: ________________________ By: ________________________
CAMBRIDGE PRODUCTS CORPORATION JII/SALES PROMOTION
ASSOCIATES, INC.
By: ________________________ By: ________________________
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