EXHIBIT 10.31
EXECUTION COPY
TAX SHARING AGREEMENT
This Tax Sharing
Agreement (the “ Agreement ”), dated as of
March 4, 2004, is made by and among AMH HOLDINGS, INC., a
Delaware corporation (“ AMH ”), ASSOCIATED
MATERIALS HOLDINGS INC., a Delaware corporation (“
Holdings ”), and ASSOCIATED MATERIALS INCORPORATED, a
Delaware corporation (“ AMI ”).
RECITALS
WHEREAS, AMH,
Holdings and AMI are members of an affiliated group (the “
Affiliated Group ”) as defined in Section 1504(a) of
the Internal Revenue Code of 1986, as amended (the “
Code ”); and
WHEREAS, the
Affiliated Group intends to file consolidated United States
federal, and consolidated, combined or unitary state and local,
income tax returns; and
WHEREAS, AMH,
Holdings and AMI desire to establish a method for
(i) allocating the consolidated United States federal, and
consolidated, combined or unitary state and local, income tax
liabilities of the Affiliated Group among the AMH, Holdings and AMI
and (ii) reimbursing AMH for payment of such tax liabilities;
and
NOW, THEREFORE, in
consideration of the mutual covenants contained herein, the parties
agree as follows:
1.
Payment of Income Taxes of Affiliated Group . AMH shall file
all consolidated United States federal income tax returns on behalf
of the Affiliated Group and pay all consolidated United States
federal income tax liabilities of the Affiliated Group. In
addition, AMH shall file all Consolidated State Returns (as such
term is defined in Section 4 of this Agreement) on behalf of
the Affiliated Group and pay to the appropriate taxing authority
all tax liabilities of the Affiliated Group with respect to such
Consolidated State Returns.
2.
Contribution by Member for Tax Liability . Holdings and/or
AMI shall compute and pay to AMH, in the aggregate, an amount equal
to the consolidated United States federal income taxes that
Holdings and AMI, and any direct or indirect subsidiaries of the
foregoing (the “ Subsidiaries ”), would be
required to pay with respect to such taxable year were Holdings,
AMI and the Subsidiaries to pay such taxes on a hypothetical
separate consolidated basis.
3.
Estimated Tax Payments . Holdings and/or AMI shall compute
on the same basis as set forth in Section 2 their respective
amount of the estimated United States federal income tax
installments due for each taxable period, and Holdings and/or AMI
shall pay such amount, in the aggregate, to AMH on a timely basis.
Any amounts paid under this Section 3 shall be credited
against the amounts payable by Holdings and/or AMI to AMH under
Section 2.
4. State
and Local Taxes . If, under the laws of any state or locality
in which the Affiliated Group is subject to income tax, AMH,
Holdings and AMI are required or permitted to file their income tax
returns on a consolidated, combined or unitary basis (such a tax
return, a
“ Consolidated State
Return ”), then Holdings and/or AMI shall compute and pay
to AMH the aggregate tax liabilities and est
