EXHIBIT 10.61
January 1, 1996
It is the purpose of this letter to confirm the following agreement between
our two companies, URT Industries, Inc. ("URT") and Peaches Entertainment
Corp. ("PEC"):
1. The Management and Intercorporate Agreement dated as of March 29,
1993, as heretofore amended (the "Management Agreement"), between
URT and PEC terminated effective as of the close of business on
December 31, 1995 and has no further force or effect.
2. So long as URT and PEC file a consolidated Federal Tax Return:
(a) If such consolidated return shows a tax to be payable and if
both PEC and URT and its subsidiaries other that PEC ("URT
Consolidated") would have paid taxes if they had filed
separate returns, then the gross savings resulting from
filing a consolidated return ("Tax Saving") shall be
computed and each party shall pay a tax equal to the amount
which it would have paid if it had filed separately less its
pro-rata share of the Tax Saving.
(b) If such consolidated return shows a tax to be payable and if
only either URT Consolidated or PEC (but not both) would
have paid a tax if they had filed separate returns, then the
party which would have had to pay a tax if it had filed a
separate return shall pay the entire tax and, in addition,
pay to the other party the amount of the Tax Saving which it
realized as a result of the filing of the consolidated tax
return.
(c) If such consolidated return shows no tax to be payable but
if either PEC or URT consolidated would have had to pay a
tax if it had filed separately, then no tax shall be paid by
either party and the party which would have had to pay a tax
shall pay to the other party the amount of the Tax Saving
which it realized as a result of the filing of the
consolidated tax return.
(d) All state taxes shall be similarly adjusted.
(e) All determinations provided for hereunder shall be made by
the independent public accountants who are hired by the
parties to prepare the consolidated tax return and such
determinations by such accountants shall be final and
binding upon the parties.
(f) URT will use its best efforts to timely prepare and file the
consolidated tax return for URT and subsidiaries and PEC
hereby agrees that it will cooperate with URT in the
preparation and filing of same. PEC shall provide to URT
promptly upon request, all financial and other information
required by URT for such purpose.
Please sign below to evidence our agreement.
Very truly yours,
URT INDUSTRIES, INC.
BY:
/s/ Xxxxx Xxxx
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Xxxxx Xxxx, Vice President
AGREED AND APPROVED:
PEACHES ENTERTAINMENT CORPORATION
BY:
/s/ Xxxxx Xxxx
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Xxxxx Xxxx, Vice President
