Exhibit 10.2
AMENDED AND RESTATED
TAX SHARING AGREEMENT
Amended
and Restated Tax Sharing Agreement (the “Agreement”)
dated as of November 10, 2003, by and between AnnTaylor Stores
Corporation, formerly AnnTaylor Holdings Inc.
(“Stores”), a Delaware corporation, and AnnTaylor, Inc.
(“ATI”), a Delaware Corporation.
WHEREAS,
Stores is the parent of the affiliated group, within the meaning of
Section 1504(a) of the Internal Revenue Code of 1986, as amended
(the “Code”), including Stores, ATI, AnnTaylor Retail,
Inc., Annco, Inc., AnnTaylor Distribution Services, Inc. and
AnnTaylor Travel Services, Inc. (and any future subsidiary of
ATI)(collectively the “Group”);
WHEREAS,
Stores and ATI are parties to a Tax Sharing Agreement, dated as of
July 12, 1989 (the “Original Agreement”);
WHEREAS,
Stores and ATI desire to amend and restate the Original Agreement
to update certain provisions for the payment of tax liabilities and
the allocation of responsibility for the preparation and filing of
tax returns.
NOW,
THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto agree as follows:
1. For purposes of this
Agreement, the term “Taxes” means all taxes, levies or
other like assessments, charges or fees, including, without
limitation, income, gross receipts, excise, real or personal
property, sales, use, license, capital, net worth and franchise
taxes, and other governmental taxes imposed by or payable to the
United States, or any state, county, local or foreign government or
subdivision or agency thereof; and in each instance such term shall
include any interest, penalties or additions to tax attributable to
any such Tax. For purposes of this Agreement, the term “Tax
Return” shall mean any report, return, declaration or other
information required to be supplied to any tax authority with
respect to Taxes.
2. Stores and ATI shall elect to file a
consolidated federal income Tax Return and may elect to file a
consolidated or combined Tax Return in any state, local or other
relevant jurisdiction that permits such a return to be filed
(collectively, the “Consolidated Tax Returns”). ATI
shall cause any subsidiary of ATI to join in such
elections.
