Exhibit 10.4
[GRAPHIC OMITTED]
May 8, 2003
Steven Rubin, Esq.
Vice President, Secretary and General Counsel
General Binding Corporation
One GBC Plaza
Northbrook, Illinois 60062
Re:
Allocation of Consolidated Alternative Minimum Tax
Dear Steve:
This letter sets forth the agreement between General Binding
Corporation ("GBC") and Lane Industries, Inc. ("Lane") relative to
the
allocation of certain consolidated alternative minimum tax ("CAMT")
occasioned
by an amendment to the consolidated federal income tax return for
the year ended
December 31, 1997 ("Amendment"). The amendment reflects a "carry
back" of
consolidated tax losses recognized in the year ended December 31,
2002.
GBC (together with certain subsidiaries and affiliates) is included
with Lane (together with certain subsidiaries and affiliates) in
filing
consolidated United States federal income tax returns. Further, GBC
and Lane,
are parties to a United States federal income tax allocation
agreement dated as
of June 1, 1978 ("Agreement").
The Agreement does not address the allocation of CAMT such as is
occasioned by the Amendment. Accordingly, GBC and Lane have
discussed the
equitable allocation of such CAMT. As a result of the discussions
Lane and GBC
have agreed, with respect solely to the CAMT occasioned by the
Amendment, as
follows:
1. Each of GBC and Lane will be allocated a portion of the CAMT
equal
to the separate company AMT that would have been owed by GBC or
Lane, as the
case may be, if such corporation had filed a separate company
Unite
