Exhibit 10.3
AGREEMENT
This agreement is entered into this first day of January, 1991 by
and
between Lane Industries, Inc., a Delaware corporation (hereinafter
referred to
as "Lane"), and General Binding corporation, a Delaware corporation
(hereinafter
referred to as "GBC").
WHEREAS, GBC became affiliated with Lane pursuant to a
recapitalization
plan and upon the effective date of such plan the members of the
GBC Group were
included with the Lane Group in filing consolidated U.S. federal
income tax
returns; and
WHEREAS, in order to allocate the consolidated federal Tax
Liability
and consolidated Tax Savings of the Combined Group among the
members of each of
the GBC Group and Lane Group, a tax allocation agreement ("the
Agreement") was
executed by GBC and Lane on June 1, 1978; and
WHEREAS, the portion of the consolidated Tax Savings allocated
under
the Agreement to the GBC Group from June 1, 1978 to present exceeds
$4,000,000;
and
WHEREAS, because of changes in the federal tax law subsequent to
execution of the Agreement and not anticipated by either party at
the time the
Agreement was executed, the Agreement has further caused Lane and
other members
of the Lane Group to exchange their net operating losses for the
GBC Group's
foreign tax credits, which foreign tax credits were used on a
separate company
basis by the GBC Group but which cannot be used on a separate
company basis by
Lane or any other members of the Lane Group, and which may not ever
be used on a
consolidated basis, all to the detriment of Lane and GBC; and
WHEREAS, the result of the above is that the Lane Group has been
unable
to realize a substantial portion of the tax benefits relating to
its net
operating losses, which tax benefits Lane bargained for in the
Agreement, while
the GBC Group has been able to fully realize the tax benefits
relating to its
allocated portion of the consolidated Tax Savings, which tax
benefits GBC
bargained for in the Agreement; and
WHEREAS, both Lane and GBC acknowledge that such a result was not
intended nor is such a result equitable between the parties; and
WHEREAS, the parties desire to amend the Agreement
