Sign In Sign In

Search:

Search Assist: On | Off

Home / ContractLibrary / Business / Tax Agreements

Tax Agreements ▼

IRS Determination Letters
Misc. Tax Agreements
Tax Agreements Pursuant to Rule 45(c)
Tax Agreements Relating to S Corporation Distributions
Tax Gross Up Agreements
Tax Separation Agreements

Page 1 of 11

Full Doc	2005	Tax Agreement Tax Agreement (18K) Doc #425897: This document is immediately available for purchase, but does not have a preview available for viewing. 425897	CompX Int'l CompX International Inc. ( Furniture & Fixtures )
Preview Full Doc	2004	Tax Agreement Tax Agreement (18K) Doc #425909: Click preview link for longer preview. TAX AGREEMENT BETWEEN NL INDUSTRIES, INC. AND COMPX INTERNATIONAL INC. This Agreement is executed on October 5, 2004 but effective as of October 1, 2004 by and among NL Industries, Inc. ("NL"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240, Contran Corporation ("Contran"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240 and CompX International Inc. ("CompX"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240. Recitals A. NL and CompX are eligible to file consolidated returns of federal income taxes and, subject to certain jurisdictional limitations, will be subject to, or continue to be subject to, combined state and local tax reporting effective October 1, 2004. B. NL and CompX wish to provide for the allocation of liabilities, and procedures to be followed, with respect to federal income taxes of CompX and any subsidiaries of CompX and with respect to certain combined foreign, state and local taxes on the terms of this Agreement. Agreement The parties hereto agree as follows: Section 1. Definitions. As used in this Agreement, the following terms have the meanings set forth below: (a) Code: The Internal Revenue Code of 1986, as amended, and with respect to any section thereof any successor provisions under such Code or any successor Code. (b) Combined Foreign, State and Local Taxes: For a taxable period, the amount of all foreign, state and local taxes, together with all interest and penalties with respect thereto, for which liability is computed (1) on the basis of a combined, unitary or consolidated return (whether at the initiative of the tax authority or of the taxpayer) and (2) by reference to one or more members of the CompX Group, one or more members of the NL Group and one or more members of the Contran Group not included in the CompX Group. (c) Contran Corporation: A Delaware corporation that is the common parent of a group of corporations electing to file a consolidated federal income tax return and certain combined state and local returns. (d) Federal Taxes: All federal income taxes, together with all interest and penalties with respect thereto. {PAGE} (e) NL Group: NL and those of its direct and indirect subsidiaries which join in the filing of a consolidated federal income tax return with its common parent, Contran (the "Contran Group"), as such Group is constituted from time to time. For purposes of this Agreement (to the extent related to Combined Foreign, State and Local Taxes), the term "NL Group" shall include all direct and indirect subsidiaries of NL with reference to which Combined Foreign, State and Local Taxes are determined. (f) CompX Group: CompX International Inc. and each direct or indirect subsidiary of CompX which would be a member of an affiliated group, within the meaning of section 1504(a) of the Code, of which CompX was the common parent, as such Group is constituted from time to time. For purposes of this Agreement (to the extent related to Combined Foreign, State and Local Taxes) , the term "CompX Group" shall include all direct and indirect subsidiaries of CompX with reference to which Combined, Foreign, State and Local taxes are determined. (g) CompX Group Tax Liability: For a taxable period, the liability for Federal Taxes and Combined Foreign, State and Local taxes, as applicable, that the CompX Group would have had if it were not a member of the NL Group or the Contran Group during such taxable period (or during any taxable period prior thereto), and instead filed a separate consolidated return for such taxable period (and during all prior taxable periods beginning after October 1, 2004); provided, however, that for purposes of determining such 425909	CompX Int'l CompX International Inc. ( Furniture & Fixtures ) As referenced in this Tax Agreement: COMPX INTERNATIONAL INC – {DOCUMENT} {TYPE}EX-10.1 {SEQUENCE}2 {FILENAME}exhibit101.txt {DESCRIPTION}EXHIBIT 10.1, COMPX, VOTING AGREEMENT {TEXT} TAX AGREEMENT BETWEEN NL INDUSTRIES, INC. AND COMPX INTERNATIONAL INC . This Agreement is executed on October 5, 2004 but effective as of October 1, 2004 by and among NL Industries, Inc. ("NL"), a Delaware corporation having its principal executive _____________ CompX International Inc – Freeway, Suite 1700, Dallas, Texas 75240, Contran Corporation ("Contran"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240 and CompX International Inc . ("CompX"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240. Recitals A. NL and CompX are eligible to _____________ CompX International Inc – Local Taxes), the term "NL Group" shall include all direct and indirect subsidiaries of NL with reference to which Combined Foreign, State and Local Taxes are determined. (f) CompX Group: CompX International Inc . and each direct or indirect subsidiary of CompX which would be a member of an affiliated group, within the meaning of section 1504(a) of the Code, of which _____________ COMPX INTERNATIONAL INC – R. Louis ----------------------- Assistant Secretary, NL Industries, Inc. CONTRAN CORPORATION By: /s/ William J. Lindquist ------------------------- William J. Lindquist Senior Vice President [Seal] ATTEST: /s/ A. Andrew R. Louis ----------------------- Secretary, Contran Corporation COMPX INTERNATIONAL INC . By: /s/ Darryl R. Halbert ------------------------- Darryl R. Halbert Vice President, Chief Financial Officer and Controller [Seal] ATTEST: /s/ A. Andrew R. Louis ----------------------- Secretary, CompX International Inc. {/TEXT} {/DOCUMENT} _____________ CompX International Inc – Louis ----------------------- Secretary, Contran Corporation COMPX INTERNATIONAL INC. By: /s/ Darryl R. Halbert ------------------------- Darryl R. Halbert Vice President, Chief Financial Officer and Controller [Seal] ATTEST: /s/ A. Andrew R. Louis ----------------------- Secretary, CompX International Inc . {/TEXT} {/DOCUMENT} _____________ dt 1548403 ;	NL Industries NL Industries, Inc. ( Chemical Manufacturing ) As referenced in this Tax Agreement: NL INDUSTRIES, – {DOCUMENT} {TYPE}EX-10.1 {SEQUENCE}2 {FILENAME}exhibit101.txt {DESCRIPTION}EXHIBIT 10.1, COMPX, VOTING AGREEMENT {TEXT} TAX AGREEMENT BETWEEN NL INDUSTRIES, INC. AND COMPX INTERNATIONAL INC. This Agreement is executed on October 5, 2004 but effective as of October 1, 2004 by and among NL Industries, Inc. ("NL"), a Delaware _____________ NL Industries, – AGREEMENT {TEXT} TAX AGREEMENT BETWEEN NL INDUSTRIES, INC. AND COMPX INTERNATIONAL INC. This Agreement is executed on October 5, 2004 but effective as of October 1, 2004 by and among NL Industries, Inc. ("NL"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240, Contran Corporation ("Contran"), a Delaware corporation having _____________ NL INDUSTRIES, – This Agreement shall be effective as of October 1, 2004. {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Agreement on October 5, 2004 but effective October 1, 2004. NL INDUSTRIES, INC. By: /s/ Kelly D. Luttmer ------------------------- Kelly D. Luttmer Tax Director [Seal] ATTEST: /s/ A. Andrew R. Louis ----------------------- Assistant Secretary, NL Industries, Inc. CONTRAN CORPORATION By: /s/ William J. _____________ NL Industries, – October 5, 2004 but effective October 1, 2004. NL INDUSTRIES, INC. By: /s/ Kelly D. Luttmer ------------------------- Kelly D. Luttmer Tax Director [Seal] ATTEST: /s/ A. Andrew R. Louis ----------------------- Assistant Secretary, NL Industries, Inc. CONTRAN CORPORATION By: /s/ William J. Lindquist ------------------------- William J. Lindquist Senior Vice President [Seal] ATTEST: /s/ A. Andrew R. Louis ----------------------- Secretary, Contran Corporation COMPX INTERNATIONAL INC. By: /s/ _____________ dt 1442108
Preview Full Doc	2003	Tax Agreement [Amended] Tax Agreement [Amended] (20K) Doc #221355: Click preview link for longer preview. AMENDED TAX AGREEMENT Between VALHI, INC. and NL INDUSTRIES, INC. AGREEMENT dated as of December 1, 2003 amends and supercedes the prior agreement dated as of January 1, 2001 by and among Valhi, Inc. ("VHI"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240, Contran Corporation ("Contran"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240 and NL Industries, Inc. ("NL"), a New Jersey corporation having its principal executive offices at 16825 Northchase Drive, Suite 1200, Houston, Texas 77060. WHEREAS, VHI and NL are eligible to file consolidated returns of federal income taxes and, subject to certain jurisdictional limitations, have been subject to combined state and local tax reporting effective January 1, 2001; WHEREAS, VHI and NL wish to provide for the allocation of liabilities, and procedures to be followed, with respect to federal income taxes of NL and any subsidiaries of NL and with respect to certain combined state and local taxes on the terms of this Agreement. NOW, THEREFORE, in consideration of the promises and agreements herein contained, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, the following terms have the meanings set forth below: (a) Code: The Internal Revenue Code of 1986, as amended, and with respect to any section thereof any successor provisions under such Code or any successor Code. (b) Combined Foreign, State and Local Taxes: For a taxable period, the amount of all foreign, state and local taxes, together with all interest and penalties with respect thereto, for which liability is computed (1) on the basis of a combined, unitary or consolidated return (whether at the initiative of the tax authority or of the taxpayer) and (2) by reference to one or more members of the NL Group and one or more members of the VHI Group not included in the NL Group. (c) Contran Corporation: A Delaware corporation that is the common parent of a group of corporations electing to file a consolidated federal income tax return. (d) Federal Taxes: All federal income taxes, together with all interest and penalties with respect thereto. (e) VHI Group: VHI and those of its direct and indirect subsidiaries which join in the filing of a consolidated federal income tax return with its common parent, Contran (the "Contran Tax Group"), as such Group is constituted from time to time. For purposes of this Agreement (to the extent related to Combined Foreign, State and Local Taxes), the term "VHI Group" shall include all direct and indirect subsidiaries of VHI with reference to which Combined Foreign, State and Local Taxes are determined. (f) NL Group: NL Industries, Inc. and each direct or indirect subsidiary of NL which would be a member of an affiliated group, within the meaning of section 1504(a) of the Code, of which NL was the common parent, as such Group is constituted from time to time. For purposes of this Agreement (to the extent related to Combined Foreign, State and Local Taxes) , the term "NL Group" shall include all direct and indirect subsidiaries of NL with reference to which Combined, Foreign, State and Local taxes are determined. (g) NL Group Tax Liability: Except as provided in subparagraph (h), for a taxable period, the liability for Federal Taxes and Combined Foreign, State and Local taxes, as applicable, that the NL Group would have had if it were not a member of the VHI Group during such taxable period (or during any taxable period prior thereto), and instead filed a separate consolidated return for such taxable period (and during all prior taxable periods beginning after December 31, 2000); provided, however, that for purposes of determining such liability for a taxable period all tax elections shall be consistent with the tax elections made by Contran for such period. In making such tax elections it is understood the Contran Corporation will make those tax elections which are beneficial to the Contran Tax Group on a consolidated basis. Nevertheless, Contran will use its best efforts in the case of those elections which affect the computation of the NL Group Tax Liability, to make elections in a reasonable manner so as to minimize the NL Group Tax Liability. 221355	NL Industries NL Industries, Inc. ( Chemical Manufacturing ) As referenced in this Tax Agreement [Amended]: nl industries, – 10.1 {SEQUENCE}3 {FILENAME}nlexh1011208.txt {TEXT} AMENDED TAX AGREEMENT Between VALHI, INC. and NL INDUSTRIES, INC. AGREEMENT dated as of December 1, 2003 amends and supercedes the prior agreement nl industries, – executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240 and NL Industries, Inc. ("NL"), a New Jersey corporation having its principal executive offices at 16825 Northchase nl industries, – with reference to which Combined Foreign, State and Local Taxes are determined. (f) NL Group: NL Industries, Inc. and each direct or indirect subsidiary of NL which would be a member nl industries, – Vice President CONTRAN CORPORATION By: /s/ William J. Lindquist ------------------------------- William J. Lindquist Senior Vice President NL INDUSTRIES, INC. By: /s/ Kelly D. Luttmer ------------------------------- Kelly D. Luttmer Tax Director {/TEXT} {/DOCUMENT} dt 19324 ;	Valhi Valhi, Inc. ( Chemical Manufacturing ) As referenced in this Tax Agreement [Amended]: VALHI, – DOCUMENT} {TYPE}EX-10.1 {SEQUENCE}3 {FILENAME}nlexh1011208.txt {TEXT} AMENDED TAX AGREEMENT Between VALHI, INC. and NL INDUSTRIES, INC. AGREEMENT dated as of December 1, 2003 amends and Valhi, – amends and supercedes the prior agreement dated as of January 1, 2001 by and among Valhi, Inc. ("VHI"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, Valhi – 31, 2003, the NL Group shall not be required to make a tax payment to Valhi pursuant to this agreement in regard to the Section 311 (b) Gain (the "Payment VALHI, – WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. VALHI, INC. By: /s/ William J. Lindquist ------------------------------- William J. Lindquist Senior Vice President CONTRAN CORPORATION dt 60500
Preview Full Doc	2003	Tax Agreement Tax Agreement (18K) Doc #225009: Click preview link for longer preview. TAX AGREEMENT Between VALHI, INC. and KRONOS, INC. AGREEMENT dated as of ____________ by and among Valhi, Inc. ("VHI"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240, Contran Corporation ("Contran"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240 and Kronos, Inc. ("KI"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240. WHEREAS, VHI and KI file consolidated returns of federal income taxes and, subject to certain jurisdictional limitations, are subject to combined state and local tax reporting; WHEREAS, the tax sharing agreement between KI and NL Industries, Inc. ("NL") shall terminate effective _______________; WHEREAS, VHI and KI wish to provide for the allocation of liabilities, and procedures to be followed, with respect to federal income taxes of KI and any subsidiaries of KI and with respect to certain combined state and local taxes on the terms of this Agreement. NOW, THEREFORE, in consideration of the promises and agreements herein contained, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, the following terms have the meanings set forth below: (a) Code: The Internal Revenue Code of 1986, as amended, and with respect to any section thereof any successor provisions under such Code or any successor Code. (b) Combined Foreign, State and Local Taxes: For a taxable period, the amount of all foreign, state and local taxes, together with all interest and penalties with respect thereto, for which liability is computed (1) on the basis of a combined, unitary or consolidated return (whether at the initiative of the tax authority or of the taxpayer) and (2) by reference to one or more members of the KI Group and one or more members of the VHI Group not included in the KI Group. 225009	Kronos Kronos Inc. ( Software & Programming ) As referenced in this Tax Agreement: KRONOS, INC. – {DOCUMENT} {TYPE}EX-10.1 {SEQUENCE}3 {FILENAME}kexh101.txt {TEXT} TAX AGREEMENT Between VALHI, INC. and KRONOS, INC. AGREEMENT dated as of ____________ by and among Valhi, Inc. ("VHI"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, _____________ Kronos, Inc. – Freeway, Suite 1700, Dallas, Texas 75240, Contran Corporation ("Contran"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240 and Kronos, Inc. ("KI"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240. WHEREAS, VHI and KI file consolidated returns of _____________ Kronos, Inc. – Local Taxes), the term "VHI Group" shall include all direct and indirect subsidiaries of VHI with reference to which Combined Foreign, State and Local Taxes are determined. (f) KI Group: Kronos, Inc. and each direct or indirect subsidiary of KI which would be a member of an affiliated group, within the meaning of section 1504(a) of the Code, of which _____________ KRONOS, INC. – VALHI, INC. By: /s/ William J. Lindquist ------------------------------- William J. Lindquist Senior Vice President [Seal] ATTEST: CONTRAN CORPORATION By: /s/ William J. Lindquist ------------------------------- William J. Lindquist Senior Vice President [Seal] ATTEST: KRONOS, INC. By: /s/ Kelly D. Luttmer ------------------------------- Kelly D. Luttmer Tax Director {/TEXT} {/DOCUMENT} _____________ dt 1469981 ; Kronos Worldwide Kronos Worldwide, Inc. ( Chemical Manufacturing ) ;	NL Industries NL Industries, Inc. ( Chemical Manufacturing ) As referenced in this Tax Agreement: NL Industries, – to combined state and local tax reporting; WHEREAS, the tax sharing agreement between KI and NL Industries, Inc. ("NL") shall terminate effective _______________; WHEREAS, VHI and KI wish to provide for dt 59992 ; Valhi Valhi, Inc. ( Chemical Manufacturing ) As referenced in this Tax Agreement: VALHI, – {DOCUMENT} {TYPE}EX-10.1 {SEQUENCE}3 {FILENAME}kexh101.txt {TEXT} TAX AGREEMENT Between VALHI, INC. and KRONOS, INC. AGREEMENT dated as of ____________ by and among Valhi, Inc. (" Valhi, – AGREEMENT Between VALHI, INC. and KRONOS, INC. AGREEMENT dated as of ____________ by and among Valhi, Inc. ("VHI"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, VALHI, – WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. VALHI, INC. By: /s/ William J. Lindquist ------------------------------- William J. Lindquist Senior Vice President [Seal] ATTEST: dt 60551
Preview Full Doc	2003	Tax Agreement Tax Agreement (70K) Doc #464730: Click preview link for longer preview. TAX AGREEMENT THIS TAX AGREEMENT (this "AGREEMENT"), is made as of November 25, 2003, by and among Orbitz, Inc., a Delaware corporation (the "Corporation"), American Airlines, Inc., a Delaware corporation ("AMERICAN"), Continental Airlines, Inc., a Delaware corporation ("CONTINENTAL"), Omicron Reservations Management, Inc., a Delaware corporation ("DELTA"), Northwest Airlines, Inc., a Minnesota corporation ("NORTHWEST"), and UAL Loyalty Services, Inc., a Delaware corporation ("UAL . . . 464730	Continental Continental Airlines, Inc. ( Airline ) As referenced in this Tax Agreement: Continental Airlines, Inc – AGREEMENT THIS TAX AGREEMENT (this "AGREEMENT"), is made as of November 25, 2003, by and among Orbitz, Inc., a Delaware corporation (the "Corporation"), American Airlines, Inc., a Delaware corporation ("AMERICAN"), Continental Airlines, Inc ., a Delaware corporation ("CONTINENTAL"), Omicron Reservations Management, Inc., a Delaware corporation ("DELTA"), Northwest Airlines, Inc., a Minnesota corporation ("NORTHWEST"), and UAL Loyalty Services, Inc., a Delaware corporation ("UAL LOYALTY _____________ CONTINENTAL AIRLINES, INC – Airlines, Inc. 4333 Amon Center Boulevard Mail Drop 5675 Fort Worth, TX 76155 Attention: Corporate Secretary Facsimile: (817) 967-4313 Telephone: (817) 967-1254 [SIGNATURE PAGE TO TAX AGREEMENT] {Page} CONTINENTAL AIRLINES, INC . By: /s/ Jeffery A. Smisek ------------------------------------ Name: Jeffery A. Smisek Title: Executive Vice President Address: Continental Airlines, Inc. 1600 Smith Street, HQSEO Houston, TX 77002 Attention: Executive Vice President Facsimile: _____________ Continental Airlines, Inc – 817) 967-4313 Telephone: (817) 967-1254 [SIGNATURE PAGE TO TAX AGREEMENT] {Page} CONTINENTAL AIRLINES, INC. By: /s/ Jeffery A. Smisek ------------------------------------ Name: Jeffery A. Smisek Title: Executive Vice President Address: Continental Airlines, Inc . 1600 Smith Street, HQSEO Houston, TX 77002 Attention: Executive Vice President Facsimile: 713-324-2715 With a copy to: Continental Airlines, Inc. 1600 Smith Street, HQSLG Houston, TX 77002 _____________ Continental Airlines, Inc – Jeffery A. Smisek Title: Executive Vice President Address: Continental Airlines, Inc. 1600 Smith Street, HQSEO Houston, TX 77002 Attention: Executive Vice President Facsimile: 713-324-2715 With a copy to: Continental Airlines, Inc . 1600 Smith Street, HQSLG Houston, TX 77002 Attention: General Counsel [SIGNATURE PAGE TO TAX AGREEMENT] {Page} OMICRON RESERVATIONS MANAGEMENT, INC. By: /s/ Vincent F. Caminiti ---------------------------------- Name: Vincent F. Caminiti _____________ Continental Airlines, Inc – Chief Financial Officer and General Counsel [SIGNATURE PAGE TO TAX AGREEMENT] {Page} SCHEDULE 1 PRO-RATA PORTIONS {Table} {Caption} -------------------------------------------------------- ------------------ PRO RATA AIRLINE PORTIONS -------------------------------------------------------- ------------------ {S} {C} 26.17% American Airlines, Inc. -------------------------------------------------------- ------------------ Continental Airlines, Inc . 13.79 -------------------------------------------------------- ------------------ Omicron Reservations Management, Inc. 18.30 -------------------------------------------------------- ------------------ Northwest Airlines, Inc. 15.57 -------------------------------------------------------- ------------------ UAL Loyalty Services, Inc. 26.17 -------------------------------------------------------- ------------------ TOTAL: 100.0% -------------------------------------------------------- ------------------ {/Table} {/TEXT} {/DOCUMENT} _____________ dt 1502965 ; Delta Air Lines Delta Air Lines, Inc. ( Airline ) As referenced in this Tax Agreement: Delta Air Lines, Inc – Vincent F. Caminiti ---------------------------------- Name: Vincent F. Caminiti Title: President Address: Omicron Reservations Management, Inc. 1030 Delta Boulevard Atlanta, GA 30320 Attention: President Facsimile: 404-715-4098 With a copy to: Delta Air Lines, Inc . 1030 Delta Boulevard Atlanta, GA 30320 Attention: SVP-General Counsel Facsimile: 404-715-2233 [SIGNATURE PAGE TO TAX AGREEMENT] {Page} NORTHWEST AIRLINES, INC. By: /s/ J. Timothy Griffin ------------------------------------- Name: _____________ dt 1535867 ; Orbitz Orbitz, Inc. ( Personal Services ) As referenced in this Tax Agreement: Orbitz, Inc – FILENAME}a2121111zex-10_36.txt {DESCRIPTION}EXHIBIT 10.36 {TEXT} {Page} EXHIBIT 10.36 TAX AGREEMENT THIS TAX AGREEMENT (this "AGREEMENT"), is made as of November 25, 2003, by and among Orbitz, Inc ., a Delaware corporation (the "Corporation"), American Airlines, Inc., a Delaware corporation ("AMERICAN"), Continental Airlines, Inc., a Delaware corporation ("CONTINENTAL"), Omicron Reservations Management, Inc., a Delaware corporation ("DELTA"), Northwest Airlines, _____________ ORBITZ, INC – Attention: Senior Vice-President, Secretary and General Counsel Facsimile: 847-700-9569 and Attention: Managing Director, UAL Loyalty Services, Inc. Facsimile: 847-700-9569 [SIGNATURE PAGE TO TAX AGREEMENT] {Page} ORBITZ, INC . By: /s/ John J. Park ------------------------------------ Name: John J. Park Title: Chief Financial Officer Address: Orbitz, Inc. 200 S. Wacker Drive, S-1900 Chicago, IL 60606 Attention: Chief Financial Officer _____________ Orbitz, Inc – UAL Loyalty Services, Inc. Facsimile: 847-700-9569 [SIGNATURE PAGE TO TAX AGREEMENT] {Page} ORBITZ, INC. By: /s/ John J. Park ------------------------------------ Name: John J. Park Title: Chief Financial Officer Address: Orbitz, Inc . 200 S. Wacker Drive, S-1900 Chicago, IL 60606 Attention: Chief Financial Officer and General Counsel [SIGNATURE PAGE TO TAX AGREEMENT] {Page} SCHEDULE 1 PRO-RATA PORTIONS {Table} {Caption} -------------------------------------------------------- ------------------ _____________ dt 1508561 ;	UAL UAL Corp. ( Airline ) As referenced in this Tax Agreement: UAL Corp. – Airline); PROVIDED, HOWEVER, that it is acknowledged and agreed that, prior to the Closing Date, UAL Loyalty Services may transfer by dividend the Airline LLC Units owned by it to UAL Corp. , a Delaware corporation, which shall transfer, by a contribution to capital, such Airline LLC Units to United Air Lines, Inc., a Delaware corporation ("UNITED"). Effective upon completion of such _____________ dt 1391980 ; United Air Lines United Air Lines Inc. As referenced in this Tax Agreement: United Air Lines, Inc – may transfer by dividend the Airline LLC Units owned by it to UAL Corp., a Delaware corporation, which shall transfer, by a contribution to capital, such Airline LLC Units to United Air Lines, Inc ., a Delaware corporation ("UNITED"). Effective upon completion of such transfers, United shall execute and deliver a joinder to this Agreement in a form mutually agreed upon by United, the _____________ United Air Lines, Inc – TO TAX AGREEMENT] {Page} UAL LOYALTY SERVICES, INC. By: /s/ Steven M. Rasher ----------------------------------- Name: Steven M. Rasher Title: Vice President and General Counsel Address: UAL Loyalty Services, Inc. c/o United Air Lines, Inc . World Headquarters P.O. Box 66100 Chicago, IL 60666 Attention: Senior Vice-President, Secretary and General Counsel Facsimile: 847-700-9569 and Attention: Managing Director, UAL Loyalty Services, Inc. _____________ dt 1390004
Preview Full Doc	2002	Tax Agreement Tax Agreement (21K) Doc #265451: Click preview link for longer preview. TAX AGREEMENT TAX AGREEMENT dated as of May 10, 1996 by and between Atlantic Realty Trust, a Maryland real estate investment trust (the "Atlantic"), and RPS Realty Trust, a Massachusetts business trust ("RPS"). WHEREAS, RPS has formed Atlantic, and on this day has (i) contributed the Assets (as defined below) to Atlantic and, (ii) distributed the stock of Atlantic to its shareholders. WHEREAS, in order to induce RPS to distribute Atlantic's stock to RPS' shareholders, Atlantic has agreed to assume certain tax liabilities of RPS should they arise. WHEREAS, it is RPS' intention to contest in good faith any Tax Contest that is likely to result in the loss of RPS' ability to be treated as a real estate investment trust under the Code. WHEREAS, it is Atlantic's and RPS' intention to provide to RPS broad and complete authority to contest, resolve and/or settle any Tax Contest hereunder, as RPS in its sole discretion shall determine. NOW, THEREFORE, the parties hereto, in consideration of the foregoing and intending to be legally bound, hereby agree as follows: SECTION 1. Definitions. Each reference contained in this agreement to: 1.1 "Assets" shall mean those assets listed on Schedule A attached hereto. 1.2 "Business Day" shall mean any day that is not a Saturday or Sunday, or a day on which banks located in The City of New York are authorized or required to be closed. 1.3 "Code" shall mean the Internal Revenue Code of 1986, as amended. 1.4 "Continuing Trustees" shall mean, as of any time, those trustees of RPS then in office who were trustees of RPS immediately prior to the date hereof; provided, however, if at any time the number of Continuing Trustees is less than four and the remaining Continuing Trustees (by a majority vote) elect such number of independent Trustees to become Continuing Trustees as may be necessary to cause the number of Continuing Trustees to equal four, such independent Trustee(s) shall also be deemed Continuing Trustees; provided, further, Robert A. Meister shall not initially be deemed for this purpose to be a Continuing Trustee. {PAGE} 1.5 "Final Determination" shall mean (a) a decision, judgment, decree, or other order by any court of competent jurisdiction, which has become final and is either no longer subject to appeal or for which a determination not to appeal has been made and approved by RPS; or (b) a closing agreement made with any Taxing Authority and approved by RPS. 1.6 "Assumed Tax" shall mean any Tax of RPS resulting from a Tax Contest that arises as a consequence of the Internal Revenue Service's current ongoing examination of RPS' tax returns (other than any Tax of RPS that relates to actions or events occurring or any tax return position taken by RPS after the date hereof). 1.7 "Tax or Taxes" shall mean U.S. federal, state or local income or franchise taxes or other taxes imposed on or with respect to net income or capital, together with any interest or penalties or additions to tax imposed with respect thereto. 1.8 "Tax Contest" shall mean any audit, examination, suit, action, or proceeding involving a Taxing Authority. 1.9 "Taxing Authority" shall mean any governmental authority having jurisdiction over the assessment, determination, collection, or other imposition of Tax. SECTION 2. Assumed Tax, Refunds and Deficiency Dividends. 2.1 In General. Except as set forth in Section 2.4 below, Atlantic hereby assumes and agrees to perform all obligations of RPS relating to the Assumed Tax; provided, however, Atlantic shall have no obligation to perform or make any payment in respect of any Assumed Tax until a Final Determination with respect to such Assumed Tax has been made. 2.2 Amount of Assumed Tax Payment. Atlantic shall pay to the Applicable Taxing Authority the amount of Assumed Tax required to be paid pursuant to the Final Determination together with any interest, if any, or penalties, if any, imposed by the Taxing Authority on such amount at least five days before such amount is due to the applicable Taxing Authority. 2.3 Repayment of Assumed Tax Payment. The amount of any Assumed Tax payment made by Atlantic pursuant to this agreement shall be repaid by RPS to Atlantic upon the receipt by RPS of any refund of such tax and/or interest and/or penalty. 2.4 Deficiency Dividend. RPS agrees that to the extent any Tax for which Atlantic is obligated to pay pursuant to this Section 2 can be avoided through the declaration and payment of a "deficiency dividend" as provided in section 860 of the Code, it shall make such deficiency dividend. In such event Atlantic's sole obligation with respect to its obligations hereunder shall be to make a payment to RPS in an amount equal to the "deficiency dividend" described 265451	Atlantic Realty Atlantic Realty Trust ( Real Estate ) As referenced in this Tax Agreement: Atlantic Realty Trust, – AGREEMENT DATED MAY 10, 1996 {TEXT} {PAGE} EXHIBIT 10.1 TAX AGREEMENT TAX AGREEMENT dated as of May 10, 1996 by and between Atlantic Realty Trust, a Maryland real estate investment trust (the "Atlantic"), and RPS Realty Trust, a Massachusetts business trust ("RPS"). WHEREAS, RPS has formed Atlantic, _____________ Atlantic Realty Trust – other addresses or telecopier numbers as a party may designate as to itself by notice to the other parties): (a) If to Atlantic: Atlantic Realty Trust 747 Third Avenue New York, New York 10017 Attention: Joel M. Pashcow Telecopier: (212) 355-3080 with copies to: Battle Fowler LLP _____________ ATLANTIC REALTY TRUST – REALTY TRUST /s/ Stephen R. Blank By: /s/ Joel M. Pashcow ----------------------------------- ------------------------------- Stephen R. Blank, Trustee, on behalf of RPS Realty Trust Title: President ATLANTIC REALTY TRUST By: /s/ Joel M. Pashcow ------------------------------- Title: President 6 {PAGE} Schedule A Mortgage Loans {TABLE} {CAPTION} Average Annual Total Interest Rate Principal RPS _____________ dt 152648 ; Ramco-Gershenson Ramco-Gershenson Properties Trust ( Real Estate ) As referenced in this Tax Agreement: Ramco-Gershenson Properties Trust – S.E. Corner 15th & Chestnut Streets Philadelphia, Pennsylvania 19102-2678 Attention: Elizabeth H. Mai, Esq. Telecopier: (215) 977-2334 (b) If to RPS: Ramco-Gershenson Properties Trust (f/k/a RPS Realty Trust) 27600 Northwestern Highway Suite 200 Southheld, Michigan 48034 Attention: Dennis Gershenson Telecopier: (810) 350-9925 4 { _____________ dt 173878 ; RPS Realty Trust RPS Realty Trust ( Real Estate ) As referenced in this Tax Agreement: RPS Realty Trust, – TAX AGREEMENT dated as of May 10, 1996 by and between Atlantic Realty Trust, a Maryland real estate investment trust (the "Atlantic"), and RPS Realty Trust, a Massachusetts business trust ("RPS"). WHEREAS, RPS has formed Atlantic, and on this day has (i) contributed the Assets (as defined below) _____________ RPS Realty Trust) – Pennsylvania 19102-2678 Attention: Elizabeth H. Mai, Esq. Telecopier: (215) 977-2334 (b) If to RPS: Ramco-Gershenson Properties Trust (f/k/a RPS Realty Trust) 27600 Northwestern Highway Suite 200 Southheld, Michigan 48034 Attention: Dennis Gershenson Telecopier: (810) 350-9925 4 {PAGE} with copies to: Battle Fowler _____________ RPS REALTY TRUST – RPS have each caused this agreement to be duly executed in New York, New York as of the date first set forth above. RPS REALTY TRUST /s/ Stephen R. Blank By: /s/ Joel M. Pashcow ----------------------------------- ------------------------------- Stephen R. Blank, Trustee, on behalf of RPS Realty Trust Title: President ATLANTIC _____________ RPS Realty Trust – first set forth above. RPS REALTY TRUST /s/ Stephen R. Blank By: /s/ Joel M. Pashcow ----------------------------------- ------------------------------- Stephen R. Blank, Trustee, on behalf of RPS Realty Trust Title: President ATLANTIC REALTY TRUST By: /s/ Joel M. Pashcow ------------------------------- Title: President 6 {PAGE} Schedule A Mortgage Loans {TABLE} {CAPTION} Average Annual _____________ dt 152662 ;	Honigman Miller Honigman Miller Schwartz and Cohn ( Legal ) As referenced in this Tax Agreement: Honigman Miller – Building, 12th Floor S.E. Corner 15th & Chestnut Streets Philadelphia, Pennsylvania 19102-2678 Attention: Elizabeth H. Mai, Esq. Telecopier: (215) 977-2334 and Honigman Miller Schwartz and Cohn 2290 First National Building Detroit, Michigan 48226-3582 Attention: Richard Burstein, Esq. Telecopier: (313) 250-7800 SECTION 8. Governing _____________ dt 163800 ; Wolf Block Wolf, Block, Schorr and Solis-Cohen ( Legal ) As referenced in this Tax Agreement: Wolf, Block – to: Battle Fowler LLP 75 East 55th Street New York, New York 10022 Attention: Peter M. Fass, Esq. Telecopier: (212) 856-7812 and Wolf, Block , Schorr & Solis-Cohen Packard Building, 12th Floor S.E. Corner 15th & Chestnut Streets Philadelphia, Pennsylvania 19102-2678 Attention: Elizabeth H. Mai, Esq. _____________ Wolf, Block – to: Battle Fowler LLP 75 East 55th Street New York, New York 10022 Attention: Peter M. Fass, Esq. Telecopier: (212) 856-7812 and Wolf, Block , Schorr & Solis-Cohen Packard Building, 12th Floor S.E. Corner 15th & Chestnut Streets Philadelphia, Pennsylvania 19102-2678 Attention: Elizabeth H. Mai, Esq. _____________ dt 170751
Preview Full Doc	2002	Tax Agreement [Form] Tax Agreement [Form] (31K) Doc #293988: Click preview link for longer preview. FORM OF TAX AGREEMENT TAX AGREEMENT (this "AGREEMENT"), dated as of [________], 2002, by and between Tyco International Ltd., a Bermuda company ("TYCO") and CIT Group Inc. (Del), a Delaware corporation ("CIT"). RECITALS WHEREAS, as of the date of this Agreement, Tyco is the owner of all of the issued and outstanding capital stock of CIT; WHEREAS, (i) CIT Group Inc. ("CIT NEVADA"), a Nevada corporation and a wholly owned subsidiary of Tyco Capital Holding Inc. ("TCH"), a Nevada corporation, merged with and into TCH (the "UPSTREAM MERGER") and (ii) TCH thereafter merged with and into CIT (together with the Upstream Merger, the "MERGERS"); WHEREAS, the Tyco Board of Directors and the CIT Board of Directors have each determined that it is appropriate and desirable for CIT to separate from Tyco (the "SEPARATION") through the sale by Tyco or a wholly-owned subsidiary of Tyco of all the shares of capital stock of CIT that it beneficially owns in an underwritten initial public offering (the "IPO"); and WHEREAS, in connection with the Separation, Tyco and CIT wish to set forth an agreement relating to (i) payments to be made by CIT to Tyco upon CIT's realization of benefits attributable to the TCH Tax Attributes, (ii) Tyco's indemnification of CIT with respect to certain Taxes and (iii) certain other matters relating to Taxes as set forth herein; NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, Tyco and CIT hereby agree as follows: ARTICLE I DEFINITIONS Section 1.01 DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings: "CIT RETURN" means any U.S. federal income Tax Return required to be filed by CIT and its subsidiaries or affiliates. "RATE" means the long-term rate within the meaning of Section 1274(d) of the U.S. Internal Revenue Code of 1986, as amended, compounded semi-annually. "SEPARATION DATE" means the date and time of the closing of the IPO, or, if there shall be more than one such closing, the initial closing thereof. {Page} "TAX" or "TAXES" means any income or other income-based tax (including alternative minimum tax and estimated income taxes) imposed by any U.S. or non-U.S. governmental entity or political subdivision thereof, and any interest, penalties, additions to tax or additional amounts in respect of the foregoing. "TAX AUTHORITY" means, with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax and the agency (if any) charged with the collection of such Tax for such entity or subdivision. "TAX CONTEST" means an audit, review, examination or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes related to (a) Taxes for which CIT may seek indemnification from Tyco under this Agreement or (b) the TCH Tax Attributes. "TAX RETURN" means any report of Taxes due, any claims for refund of Taxes paid, any report for estimated Taxes, any information return with respect to Taxes or any other similar report, statement, declaration or document required to be filed under any Tax law or any agreement with any Tax Authority, including, without limitation, any attachments, exhibits or other materials submitted with any of the foregoing, including, without limitation, any amendments or supplements to any of the foregoing. "TCH TAX ATTRIBUTE" means any Tax attribute of TCH (on a non-consolidated basis) existing as of the Upstream Merger Date, including without limitation, net operating losses, capital losses, credits and carryforwards thereof, realized by TCH and reported on its Tax Returns for the taxable years ending on or prior to May 31, 2002 on the basis of the books and records of TCH provided by Tyco to CIT. "TCH TAX BENEFIT" means the amount of any reduction in Tax of CIT for a Taxable period ending after the Separation Date attributable to a TCH Tax Attribute; PROVIDED, HOWEVER, that no reduction in Tax shall be "attributable to a TCH Tax Attribute" until all CIT net operating loss carrybacks and carryforwards are fully utilized to the extent allowed by law. "UPSTREAM MERGER DATE" means the date on which the Upstream Merger became effective. ARTICLE II INDEMNIFICATION Section 2.01 INDEMNIFICATION AGAINST TAX CLAIMS. Tyco shall indemnify, defend and hold harmless CIT and its subsidiaries and affiliates from and against all losses and liabilities, including all reasonable costs and expenses (legal, accounting or otherwise as such costs are incurred) relating thereto, including any reasonable costs or expenses of enforcing any indemnity hereunder, arising from or relating to: -2- {Page} (i) any liability for Taxes imposed on TCH or CIT (in each case determined on a non-consolidated basis) for any and all Taxable periods ending on or prior to the Upstream Merger Date and, with respect to a Taxable period beginning before but ending after the Upstream Merger Date, the portion of such Taxable period ending on the Upstream Merger Date (determined as if the Taxable period actually ended on the Upstream Merger Date); PROVIDED, HOWEVER, that such indemnifiable Taxes shall exclude any liability for Taxes (x) attributable to CIT Nevada and its subsidiaries (but shall not exclude any liability for Taxes attributable to any other subsidiary of TCH) imposed on TCH as a result of United States Treasury Regulation ss.1.1502-6 or other similar provision of state, local or non-U.S. law or (y) otherwise relating to the business or activities of CIT Nevada and its subsidiaries, except as otherwise set forth in this Article II; (ii) any liability of CIT, CIT Nevada or TCH for any Taxes imposed as a result of the Mergers; (iii) any liability for penalties imposed by a Tax Authority on CIT or any of its affiliates for the late filing of any CIT federal income Tax Return, or the late payment of any Tax related to any CIT federal income Tax Return, prepared by, or under the direction of, Tyco in respect of any Taxable period ending on December 31, 2000 or June 1, 2001 (with respect to the predecessor of CIT Nevada) or May 31, 2001 (with respect to TCH); (iv) any liability for federal income Taxes, New York and New Jersey income Taxes and income Taxes of any other state for which a unitary return was filed, imposed on CIT, CIT Nevada or TCH for a Taxable period ending on December 31, 2000 or June 1, 2001 (with respect to the 293988	Tyco Int'l Tyco International Ltd. ( Conglomerates ) As referenced in this Tax Agreement [Form]: Tyco International – 10.27 {TEXT} {Page} Exhibit 10.27 FORM OF TAX AGREEMENT TAX AGREEMENT (this "AGREEMENT"), dated as of [________], 2002, by and between Tyco International Ltd., a Bermuda company ("TYCO") and CIT Group Inc. (Del), a Delaware corporation ("CIT"). RECITALS WHEREAS, as of the date of this Agreement, _____________ Tyco International – shall be specified by like notice) and shall be deemed given on the date on which such notice is received: if to Tyco: Tyco International Ltd. The Zurich Centre, Second Floor 90 Pitts Bay Road Pembroke HM 08, Bermuda Telecopy: (441) 295-9647 Confirm: (441) 292-8674 Attn: _____________ TYCO INTERNATIONAL – Page} IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written. TYCO INTERNATIONAL LTD. By: _________________________ Name: Title: CIT GROUP INC.(DEL) By: _________________________ Name: Title: {/TEXT} {/DOCUMENT} _____________ dt 256439 ;	CIT Group CIT Group Inc. ( Consumer Financial Services ) As referenced in this Tax Agreement [Form]: CIT Group Inc – OF TAX AGREEMENT TAX AGREEMENT (this "AGREEMENT"), dated as of [________], 2002, by and between Tyco International Ltd., a Bermuda company ("TYCO") and CIT Group Inc . (Del), a Delaware corporation ("CIT"). RECITALS WHEREAS, as of the date of this Agreement, Tyco is the owner of all of the _____________ CIT Group Inc – of the date of this Agreement, Tyco is the owner of all of the issued and outstanding capital stock of CIT; WHEREAS, (i) CIT Group Inc . ("CIT NEVADA"), a Nevada corporation and a wholly owned subsidiary of Tyco Capital Holding Inc. ("TCH"), a Nevada corporation, merged with and _____________ CIT Group Inc – Pembroke HM 08, Bermuda Telecopy: (441) 295-9647 Confirm: (441) 292-8674 Attn: Chief Corporate Counsel and Chief Financial Officer if to CIT: CIT Group Inc . (Del) 1 CIT Drive Livingston, NJ 07039 Telecopy: (973) 740-5087 Confirm: (973) 740-5000 Attn: General Counsel Section 7.04 AMENDMENTS. _____________ CIT GROUP INC – caused this Agreement to be duly executed as of the day and year first above written. TYCO INTERNATIONAL LTD. By: _________________________ Name: Title: CIT GROUP INC .(DEL) By: _________________________ Name: Title: {/TEXT} {/DOCUMENT} _____________ dt 257257
Full Doc	2002	Tax Agreement Tax Agreement (68K) Doc #526037: This document is immediately available for purchase, but does not have a preview available for viewing. 526037	ExpressJet ExpressJet Holdings, Inc. ( Airline )
Preview Full Doc	2001	Tax Agreement Tax Agreement (18K) Doc #212924: Click preview link for longer preview. TAX AGREEMENT between VALHI, INC. and NL INDUSTRIES, INC. AGREEMENT dated as of January 1, 2001 by and among Valhi, Inc. ("VHI"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240, Contran Corporation ("Contran"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240 and NL Industries, Inc. ("NL"), a New Jersey corporation having its principal executive offices at 16825 Northchase Drive, Suite 1200, Houston, Texas 77060. WHEREAS, VHI and NL are eligible to file consolidated returns of federal income taxes and, subject to certain jurisdictional limitations, will be subject to combined state and local tax reporting effective January 1, 2001; WHEREAS, VHI and NL wish to provide for the allocation of liabilities, and procedures to be followed, with respect to federal income taxes of NL and any subsidiaries of NL and with respect to certain combined state and local taxes on the terms of this Agreement. NOW, THEREFORE, in consideration of the promises and agreements herein contained, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, the following terms have the meanings set forth below: (a) Code: The Internal Revenue Code of 1986, as amended, and with respect to any section thereof any successor provisions under such Code or any successor Code. (b) Combined Foreign, State and Local Taxes: For a taxable period, the amount of all foreign, state and local taxes, together with all interest and penalties with respect thereto, for which liability is computed (1) on the basis of a combined, unitary or consolidated return (whether at the initiative of the tax authority or of the taxpayer) and (2) by reference to one or more members of the NL Group and one or more members of the VHI Group not included in the NL Group. (c) Contran Corporation: A Delaware corporation that is the common parent of a group of corporations electing to file a consolidated federal income tax return. (d) Federal Taxes: All federal income taxes, together with all interest and penalties with respect thereto. (e) VHI Group: VHI and those of its direct and indirect subsidiaries which join in the filing of a consolidated federal income tax return with its common parent, Contran (the "Contran Tax Group"), as such Group is constituted from time to time. For purposes of this Agreement (to the extent related to Combined Foreign, State and Local Taxes), the term "VHI Group" shall include all direct and indirect subsidiaries of VHI with reference to which Combined Foreign, State and Local Taxes are determined. 212924	NL Industries NL Industries, Inc. ( Chemical Manufacturing ) As referenced in this Tax Agreement: NL INDUSTRIES, – SEQUENCE}4 {FILENAME}0004.txt {DESCRIPTION}TAX AGREEMENT {TEXT} TAX AGREEMENT between VALHI, INC. and NL INDUSTRIES, INC. AGREEMENT dated as of January 1, 2001 by and among Valhi, Inc. ("VHI"), NL Industries, – executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240 and NL Industries, Inc. ("NL"), a New Jersey corporation having its principal executive offices at 16825 Northchase NL Industries, – with reference to which Combined Foreign, State and Local Taxes are determined. (f) NL Group: NL Industries, Inc. and each direct or indirect subsidiary of NL which would be a member NL INDUSTRIES, – Vice President [Seal] ATTEST: CONTRAN CORPORATION By: --------------------------------------- William J. Lindquist Senior Vice President [Seal] ATTEST: NL INDUSTRIES, INC. By: --------------------------------------- Robert D. Hardy Vice President and Controller ATTEST: {/TEXT} {/DOCUMENT} dt 59968 ;	Valhi Valhi, Inc. ( Chemical Manufacturing ) As referenced in this Tax Agreement: valhi, – TYPE}EX-7 {SEQUENCE}4 {FILENAME}0004.txt {DESCRIPTION}TAX AGREEMENT {TEXT} TAX AGREEMENT between VALHI, INC. and NL INDUSTRIES, INC. AGREEMENT dated as of January 1, 2001 by and valhi, – INC. and NL INDUSTRIES, INC. AGREEMENT dated as of January 1, 2001 by and among Valhi, Inc. ("VHI"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, valhi, – WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. VALHI, INC. By: ------------------------------------- William J. Lindquist Senior Vice President [Seal] ATTEST: CONTRAN CORPORATION By: --------------------------------------- William dt 13091
Preview Full Doc	2001	Tax Agreement Tax Agreement (18K) Doc #212925: Click preview link for longer preview. TAX AGREEMENT between VALHI, INC. and TREMONT CORPORATION AGREEMENT dated as of January 1, 2001 by and among Valhi, Inc. ("VHI"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240, Contran Corporation ("Contran"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240 and Tremont Corporation ("Tremont"), a New Jersey corporation having its principal executive offices at 1999 Broadway, Suite 4300, Denver, CO 80202. WHEREAS, VHI and Tremont are eligible to file consolidated returns of federal income taxes and, subject to certain jurisdictional limitations, will be subject to combined state and local tax reporting effective January 1, 2001; WHEREAS, VHI and Tremont wish to provide for the allocation of liabilities, and procedures to be followed, with respect to federal income taxes of Tremont and any subsidiaries of Tremont and with respect to certain combined state and local taxes on the terms of this Agreement. NOW, THEREFORE, in consideration of the promises and agreements herein contained, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, the following terms have the meanings set forth below: (a) Code: The Internal Revenue Code of 1986, as amended, and with respect to any section thereof any successor provisions under such Code or any successor Code. (b) Combined Foreign, State and Local Taxes: For a taxable period, the amount of all foreign, state and local taxes, together with all interest and penalties with respect thereto, for which liability is computed (1) on the basis of a combined, unitary or consolidated return (whether at the initiative of the tax authority or of the taxpayer) and (2) by reference to one or more members of the Tremont Group and one or more members of the VHI Group not included in the Tremont Group. (c) Contran Corporation: A Delaware corporation that is the common parent of a group of corporations electing to file a consolidated federal income tax return. (d) Federal Taxes: All federal income taxes, together with all interest and penalties with respect thereto. 212925	Valhi Valhi, Inc. ( Chemical Manufacturing ) As referenced in this Tax Agreement: valhi, – TYPE}EX-8 {SEQUENCE}5 {FILENAME}0005.txt {DESCRIPTION}TAX AGREEMENT {TEXT} TAX AGREEMENT between VALHI, INC. and TREMONT CORPORATION AGREEMENT dated as of January 1, 2001 by and among valhi, – VALHI, INC. and TREMONT CORPORATION AGREEMENT dated as of January 1, 2001 by and among Valhi, Inc. ("VHI"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, valhi, – the proper liability for such Tremont Group Tax Liability. 3. Liability for Taxes; Refunds. (a) Valhi, as the common parent of the Tremont Group, shall be responsible for, and shall valhi, – WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. VALHI, INC. By: ------------------------------------- William J. Lindquist Senior Vice President [Seal] ATTEST: CONTRAN CORPORATION By: ------------------------------------- William dt 13092 ;	Tremont Corporation
Preview Full Doc	2001	Tax Agreement Tax Agreement (18K) Doc #221478: Click preview link for longer preview. TAX AGREEMENT between VALHI, INC. and NL INDUSTRIES, INC. AGREEMENT dated as of January 1, 2001 by and among Valhi, Inc. ("VHI"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240, Contran Corporation ("Contran"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240 and NL Industries, Inc. ("NL"), a New Jersey corporation having its principal executive offices at 16825 Northchase Drive, Suite 1200, Houston, Texas 77060. WHEREAS, VHI and NL are eligible to file consolidated returns of federal income taxes and, subject to certain jurisdictional limitations, will be subject to combined state and local tax reporting effective January 1, 2001; WHEREAS, VHI and NL wish to provide for the allocation of liabilities, and procedures to be followed, with respect to federal income taxes of NL and any subsidiaries of NL and with respect to certain combined state and local taxes on the terms of this Agreement. NOW, THEREFORE, in consideration of the promises and agreements herein contained, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, the following terms have the meanings set forth below: (a) Code: The Internal Revenue Code of 1986, as amended, and with respect to any section thereof any successor provisions under such Code or any successor Code. (b) Combined Foreign, State and Local Taxes: For a taxable period, the amount of all foreign, state and local taxes, together with all interest and penalties with respect thereto, for which liability is computed (1) on the basis of a combined, unitary or consolidated return (whether at the initiative of the tax authority or of the taxpayer) and (2) by reference to one or more members of the NL Group and one or more members of the VHI Group not included in the NL Group. (c) Contran Corporation: A Delaware corporation that is the common parent of a group of corporations electing to file a consolidated federal income tax return. (d) Federal Taxes: All federal income taxes, together with all interest and penalties with respect thereto. 221478	NL Industries NL Industries, Inc. ( Chemical Manufacturing ) As referenced in this Tax Agreement: nl industries – TYPE}EX-10.36 {SEQUENCE}4 {FILENAME}0004.txt {DESCRIPTION}TAX AGREEMENT BETWEEN VALHI AND NL INDUSTRIES {TEXT} Exhibit 10.36 TAX AGREEMENT between VALHI, INC. and NL INDUSTRIES, INC. AGREEMENT nl industries, – BETWEEN VALHI AND NL INDUSTRIES {TEXT} Exhibit 10.36 TAX AGREEMENT between VALHI, INC. and NL INDUSTRIES, INC. AGREEMENT dated as of January 1, 2001 by and among Valhi, Inc. ("VHI"), nl industries, – executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240 and NL Industries, Inc. ("NL"), a New Jersey corporation having its principal executive offices at 16825 Northchase nl industries, – with reference to which Combined Foreign, State and Local Taxes are determined. (f) NL Group: NL Industries, Inc. and each direct or indirect subsidiary of NL which would be a member nl industries, – CONTRAN CORPORATION By: /s/ William J. Lindquist -------------------------------- William J. Lindquist Senior Vice President [Seal] ATTEST: NL INDUSTRIES, INC. By: /s/ Robert D. Hardy -------------------------------- Robert D. Hardy Vice President and Controller ATTEST: dt 19431 ;	Valhi Valhi, Inc. ( Chemical Manufacturing ) As referenced in this Tax Agreement: VALHI – {DOCUMENT} {TYPE}EX-10.36 {SEQUENCE}4 {FILENAME}0004.txt {DESCRIPTION}TAX AGREEMENT BETWEEN VALHI AND NL INDUSTRIES {TEXT} Exhibit 10.36 TAX AGREEMENT between VALHI, INC. and NL INDUSTRIES, VALHI, – DESCRIPTION}TAX AGREEMENT BETWEEN VALHI AND NL INDUSTRIES {TEXT} Exhibit 10.36 TAX AGREEMENT between VALHI, INC. and NL INDUSTRIES, INC. AGREEMENT dated as of January 1, 2001 by and Valhi, – INC. and NL INDUSTRIES, INC. AGREEMENT dated as of January 1, 2001 by and among Valhi, Inc. ("VHI"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, VALHI, – WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. VALHI, INC. By: /s/ William J. Lindquist -------------------------------- William J. Lindquist Senior Vice President [Seal] ATTEST: dt 60531
Preview Full Doc	2001	Tax Agreement Tax Agreement (18K) Doc #1604546: Click preview link for longer preview. <DESCRIPTION>TAX AGREEMENT <TEXT> TAX AGREEMENT between VALHI, INC. and NL INDUSTRIES, INC. AGREEMENT dated as of January 1, 2001 by and among Valhi, Inc. ("VHI"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240, Contran Corporation ("Contran"), . . . 1604546	Tremont Tremont LLC
Preview Full Doc	2001	Tax Agreement Tax Agreement (19K) Doc #1604547: Click preview link for longer preview. <DESCRIPTION>TAX AGREEMENT <TEXT> TAX AGREEMENT between VALHI, INC. and TREMONT CORPORATION AGREEMENT dated as of January 1, 2001 by and among Valhi, Inc. ("VHI"), a Delaware corporation having its principal executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240, Contran Corporation ("Contran"), . . . 1604547	Tremont Tremont LLC
Preview Full Doc	2001	Tax Agreement Tax Agreement (24K) Doc #1617006: Click preview link for longer preview. TAX AGREEMENT THIS TAX AGREEMENT (this "Agreement") is entered into as of December 29, 2000, by and among Northbrook Corporation, a Delaware corporation ("Parent") and Amfac/JMB Hawaii, L.L.C., a Hawaii limited liability company ("AHI"). WHEREAS, Parent is the common parent of an affiliated group of corporations as defined in section 1504(a) of the Internal Revenue Code of 1986, as amended (the "Code"); WHEREAS, Parent, as successor in interest to Amfac, Inc., a Hawaii corporation, and AHI, as . . . 1617006	Amfac Hawaii Amfac Hawaii LLC
Preview Full Doc	2000	Tax Agreement Tax Agreement (17K) Doc #387006: Click preview link for longer preview. TAX AGREEMENT TAX AGREEMENT, dated as of September 15, 2000 (the "Agreement"), by and among Cadbury Schweppes plc, an English public limited company ("CS"), SBG Holdings Inc., a Delaware corporation ("SBGH"), Triarc Companies, Inc., a Delaware corporation ("T Parent") and Triarc Consumer Products Group, LLC, a Delaware limited liability company wholly-owned by T Parent ("TCPG"). W I T N E S S E T H: WHEREAS, pursuant to the terms and . . . 387006	Triarc Companies Triarc Companies, Inc. ( Restaurants ) As referenced in this Tax Agreement: Triarc Companies, Inc – AGREEMENT TAX AGREEMENT, dated as of September 15, 2000 (the "Agreement"), by and among Cadbury Schweppes plc, an English public limited company ("CS"), SBG Holdings Inc., a Delaware corporation ("SBGH"), Triarc Companies, Inc ., a Delaware corporation ("T Parent") and Triarc Consumer Products Group, LLC, a Delaware limited liability company wholly-owned by T Parent ("TCPG"). W I T N E S S _____________ Triarc Companies, Inc – telecopy or on the date of receipt indicated on the return receipt if mailed (registered or certified, return receipt requested, properly addressed and postage prepaid): If to T Parent; to: Triarc Companies, Inc . 280 Park Avenue New York, NY 10017 Attention: Brian L. Schorr, Esq. Facsimile: (212) 451-3216 with a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the _____________ TRIARC COMPANIES, INC – above written. CADBURY SCHWEPPES PLC /s/ Henry A. Udow ----------------------- Name: Henry A. Udow Title: Directors, Mergers & Acquisitions SBG HOLDINGS INC. /s/ Henry A. Udow ----------------------- Name: Henry A. Udow Title: President TRIARC COMPANIES, INC . /s/ Nelson Peltz, Peter W. May ----------------------- Name: Nelson Peltz, Peter W. May Title: Chairman & CEO, President & COO TRIARC CONSUMER PRODUCTS GROUP, LLC /s/ Peter W. May ----------------------- Name: Peter W. _____________ dt 1383701 ; Morgan Lewis Morgan, Lewis & Bockius ( Legal ) As referenced in this Tax Agreement: Morgan, Lewis – to SBGH or an Affiliate thereof, to: Cadbury Schweppes plc 25 Berkeley Square London, England W1X 6HT Attention: Company Secretary Facsimile: (011) 44 207 830 5221 with a copy to: Morgan, Lewis & Bockius LLP 101 Park Avenue New York, NY 10178 Attention: Charles E. Engros, Esq. Steven A. Navarro, Esq. Facsimile: (212) 309-6273 Such names and addresses may be changed _____________ dt 1050017 ;	Paul Weiss Paul, Weiss, Rifkind, Wharton & Garrison ( Legal ) As referenced in this Tax Agreement: Paul, Weiss – postage prepaid): If to T Parent; to: Triarc Companies, Inc. 280 Park Avenue New York, NY 10017 Attention: Brian L. Schorr, Esq. Facsimile: (212) 451-3216 with a copy to: Paul, Weiss , Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019-6064 Attention: Neale M. Albert, Esq. Facsimile: (212) 757-3990 and If to SBGH or an Affiliate _____________ dt 999816

Page 1 of 11