FIRST AMENDMENT TO
TAX ALLOCATION AND INDEMNITY AGREEMENT
This First Amendment to Tax Allocation and Indemnity Agreement is
entered into this 15th day of December 1998, by and between BEI
Electronics, Inc., a Delaware corporation ("Electronics"), and BEI
Technologies, Inc., a Delaware corporation ("Technologies").
RECITALS
1. Electronics and Technologies entered into a Tax Allocation
and Indemnity Agreement on September 26, 1997, in connection with the
distribution of Technologies stock to Electronics' shareholders (the
"Agreement").
2. In order better to reflect the parties' original intentions,
the parties to the Agreement wish to amend and restate certain
provisions of the Agreement as if they had been originally incorporated
therein.
3. All defined terms used below shall have the same meaning as
defined in the agreement.
AMENDMENTS
A. Article III Section 3.1(a) is hereby amended and restated to
read as follows:
3.1 Federal Income Taxes:
(a) For each taxable year (or portion thereof) in
which Technologies and any other members of the Technologies Subgroup
are included in the Electronics Affiliated Group consolidated federal
income tax return, the Technologies Subgroup (1) shall be allocated and
Technologies shall be responsible for the payment of 100% of the
Electronics Affiliated Group's federal income tax liability for the year
(including any alternative minimum tax or environment tax, as determined
under this Section 3.1), subject to the Subsequent Adjustments
provisions of Article V of this agreement, and (2) shall be entitled to
the receipt of any federal income tax refunds (including any alternative
minimum tax or environment tax, as determined under this Section 3.1)
received by Electronics for the taxable year.
B. Article III Section 3.2(a) is hereby amended and restated to
read as follows:
3.2 State Income and Franchise Taxes:
(a) For each taxable year (or portion thereof) for
which Technologies and/or any other members of the Technologies Subgroup
are included in any combined state income or franchise tax return filed
by the Electronics Unitary Group, the Technologies Subgroup (1) shall be
allocated and Technologies shall be responsible for the payment of all
state income and franchise taxes (including any alternative minimum tax)
per any state income and franchise tax returns in Technologies and/or
any other members of the Technologies Subgroup are included, subject to
Subsequent Adjustments provisions of Article V of this agreement, and
(2) shall be entitled to the receipt of any state income and franchise
tax refunds (including any alternative minimum tax) received by
Electronics for the taxable year in which Technologies and/or any other
members of the Technologies Subgroup are included in any combined state
income or franchise tax return filed by the Electronics Unitary Group.
IIN WITNESS WHEREOF, the parties hereto have caused this Tax
Allocation and Indemnity Agreement to be executed by their duly
authorized representatives.
Electronics
By: _/s/ ▇▇▇▇▇▇ ▇. ▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇
Title: Vice President of Finance and
Adminstration
Technologies
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Secretary & Treasurer