Exhibit 10.11


 


TAX SHARING AGREEMENT


 


This Tax Sharing Agreement (“Agreement”)
is entered into this 22nd day of March, 2010, but effective as of January 1,  2010, by and among CA Holding, Inc. (“Parent”),
the Subsidiaries (as hereinafter defined) of Parent that are signatories
hereto, and any entities which become parties hereto pursuant to Paragraph 19
hereof.  Parent and its Subsidiaries are
hereinafter sometimes referred to as the “Group.”


 


WHEREAS, Parent and the Subsidiaries
desire, to the extent permitted by the Internal Revenue Code of 1986, as
amended (the “Code”), and the regulations promulgated thereunder (the “Treasury
Regulations”),  that the Parent file
consolidated Federal income tax returns on behalf of the Group; and


 


WHEREAS, Parent and the Subsidiaries
desire that the Group participate, to the extent permitted by applicable state
or local law, to file combined state or local income tax returns (which shall
be deemed for all purposes of this Agreement to include any combined,
consolidated, unitary or similar state or local tax return) if so requested by
Parent; and


 


WHEREAS, Parent and the Subsidiaries
wish to allocate and settle among themselves in an equitable manner the
consolidated Federal and combined state and local income tax liability of the
Group, for Taxable Periods (as hereinafter defined) governed by this Agreement;
and


 


WHEREAS, the Subsidiaries desire to
be indemnified by Parent with respect to certain tax liabilities, and Parent is
willing to so indemnify the Subsidiaries; and


 


NOW, THEREFORE, in consideration of
the mutual covenants contained herein, the parties agree as follows:


 


1.             Definitions.


For purposes of this Agreement, the
following terms shall be defined as follows:


 


(a) “Estimated Tax
Payments” for a Taxable Period shall mean, with respect to each Subsidiary,
the aggregate payments by the Subsidiary to Parent for such Taxable Period
provided in Paragraph 3.


 


(b) “Final
Determination” shall mean the final resolution of any tax matter,
including, but not limited to, (1) a closing agreement with the Internal
Revenue Service (the “IRS”) or the relevant state, local or foreign taxing
authority, (2) an agreement contained on IRS Form 866, IRS Form 906,
or other comparable form, (3) an agreement that constitutes a
determination under Section 1313(a)(4) of the Code, (4) a final
disposition of a claim for refund, (5) a deficiency notice with respect to
which the period for filing a petition with the Tax Court or the relevant
state, local or foreign tribunal has expired, or (6) a decision of any
court of competent jurisdiction that is not subject to appeal or as to which
the time for appeal has expired.


 


(c) “Separate Federal
Taxable Income” for a Taxable Period shall mean, with respect to each
Subsidiary, the Federal taxable income (including, for all purposes of this
Agreement, alternate minimum taxable income) for such Taxable Period that the
Subsidiary would have reported if it had not been included in the consolidated
Federal income tax return filed for the Group with respect to such Taxable
Period but instead had filed its own separate Federal income tax return for
such Taxable Period.  In computing such
taxable income, (i) the Subsidiary shall not take into account any amounts
paid or payable by the Subsidiary to Parent under Paragraphs 


 

















 


2, 3 or 5 hereof with respect to
Federal taxes or by Parent to the Subsidiary under Paragraphs 2, 5 or 7 hereof
with respect to Federal taxes; (ii) the Subsidiary shall take into account
all elections, positions and methods used in the consolidated Federal income
tax return filed for the Group that must be applied on a consolidated basis; (iii) the
Subsidiary shall be entitled to take into account any carryovers of net
operating losses, net capital losses, excess tax credits, or other tax attributes
which could have been utilized by such Subsidiary if it had never been included
in the consolidated Federal income tax return filed for the Group; and (iv) the
Subsidiary shall not take into account transactions between such Subsidiary and
another Subsidiary or Parent until the first taxable year in which such
transaction is required to be taken into account pursuant to Treasury
Regulations promulgated under Section 1502 (including taking into account
any income, gains or losses of such Subsidiary on transactions that must be
taken into account pursuant to Treasury Regulation Section 1.1502-13 and
any income that must be taken into account pursuant to Treasury Regulation Section 1.1502-19).


 


(d) “Separate Federal
Tax” for a Taxable Period shall mean, with respect to each Subsidiary, the
Federal income tax liability or, if applicable, the Federal alternative minimum
tax liability, for such Taxable Period that the Subsidiary would have incurred
if it had not been included in the consolidated Federal income tax return filed
for the Group with respect to such Taxable Period, but had instead filed its
own Federal income tax return for such Taxable Period.  In computing such tax liability, (i) the
Subsidiary shall not take into account any amounts paid or payable by the
Subsidiary to Parent under Paragraphs 2, 3 or 5 hereof with respect to Federal
taxes or by Parent to the Subsidiary under Paragraphs 2, 5 or 7 hereof with
respect to Federal taxes; (ii) the Subsidiary shall take into account all
elections, positions and methods used in the consolidated Federal income tax
return filed for the Group that must be applied on a consolidated basis; (iii) the
Subsidiary shall be entitled to take into account any carryovers of net
operating losses, net capital losses, excess tax credits, or other tax
attributes which could have been utilized by such Subsidiary if it had never
been included in the consolidated Federal income tax return filed for the
Group; and (iv) the Subsidiary shall not take into account transactions between
such Subsidiary and another Subsidiary or Parent until the first taxable year
in which such transaction is required to be taken into account pursuant to
Treasury Regulations promulgated under Section 1502 (including taking into
account any income, gains or losses of such Subsidiary on transactions that
must be taken into account pursuant to Treasury Regulation Section 1.1502-13
and any income that must be taken into account pursuant to Treasury Regulation Section 1.1502-19).  If the computation of the Separate Federal
Tax for a Subsidiary for any Taxable Period does not result in a positive
number, such Subsidiary’s Separate Federal Tax for such Taxable Period shall be
deemed to be zero.


 


(e) “Separate State
and Local Taxable Income” for a Taxable Period shall mean, with respect to
each Subsidiary, the state and local taxable income, computed in a manner
consistent with the computation of the Separate Federal Taxable Income, as
defined above, that the Subsidiary would have reported with respect to each
state or local taxing jurisdiction, for any Taxable Period for which the
Subsidiary participates, with Parent or any Subsidiary of Parent (other than
the Subsidiary), in the filing of a combined state or local income tax return
with such jurisdiction, if the Subsidiary had filed with such jurisdiction a
separate return.


 


(f) “Separate State
and Local Tax” for a Taxable Period shall mean, with respect to each
Subsidiary, the aggregate state and local income tax, computed in a manner
consistent with the computation of the Separate Federal Tax, as defined above,
that the Subsidiary would have incurred with respect to each relevant state and
local taxing jurisdiction, for any Taxable Period for which the Subsidiary
participates with Parent or any Subsidiary of Parent (other than the 


 

















 


Subsidiary) in the filing of a
combined state or local income tax return with such jurisdiction, if the
Subsidiary had filed with such jurisdiction a separate return.


 


(g) “Subsidiary”
as to any entity (the parent corporation) shall mean a corporation that would
be an includible corporation that is a member of an affiliated group of
corporations of which the parent corporation would be the common parent, all
within the meaning attributable to such terms in Section 1504 of the Code
and Treasury Regulations thereunder or, for purposes of Paragraph 2(b) below,
any corresponding provision of state or local income tax law.  “Subsidiary” shall include any corporation
added to the Group pursuant to Paragraph 19(a) or added to the New Affiliated
Group pursuant to Paragraph 19(b).


 


(h) “Taxable Period”
shall mean any taxable year or portion thereof, beginning on or after the
Effective Date, with respect to which a consolidated Federal income tax return
is properly filed on behalf of the Group; or, in the case of any combined state
or local return, any such taxable year or portion thereof, with respect to
which a combined state or local income tax return is filed by Parent or any
Subsidiary of Parent.


 


2.             Payment Between Parent and Subsidiaries.


 


(a) For each Taxable
Period, each Subsidiary shall pay to Parent, an amount equal to the excess, if
any, of the Separate Federal Tax for such Taxable Period of such Subsidiary
over the aggregate amount of the Estimated Tax Payments actually made by the
Subsidiary to Parent with respect to Federal income taxes for such Taxable
Period.  If the aggregate amount of the
Estimated Tax Payments actually made to Parent with respect to Federal income
taxes for such Taxable Period exceeds the Separate Federal Tax for such Taxable
Period of the Subsidiary, Parent shall pay to the Subsidiary, an amount equal
to such excess.


 


(b) For each Taxable
Period with respect to which any Subsidiary participates (or is included) in
the filing of any combined state or local income tax return with Parent or any
Subsidiary of Parent (other than such Subsidiary), such Subsidiary shall pay to
Parent an amount equal to the excess, if any, of the Separate State and Local
Tax of such Subsidiary for such Taxable Period over the aggregate amount of the
Estimated Tax Payments actually made by such Subsidiary to Parent with respect
to such state and local income tax for such Taxable Period.  If the aggregate amount of the Estimated Tax
Payments actually made to Parent with respect to such state or local income tax
for such Taxable Period exceeds the Separate State or Local Tax of such
Subsidiary for such Taxable Period, Parent shall pay to such Subsidiary, an
amount equal o such excess.


 


3.             Estimated
Tax Payments.


 


(a) For each Taxable Period,
each Subsidiary shall pay to Parent, no later than the fifth day prior to the
date an estimated Federal income tax payment is due, the amount of estimated
Federal income taxes that such Subsidiary would have been required to pay on
such date if such Subsidiary had filed for such period a separate return.  Such estimated Federal income tax liability
shall be determined consistent with the calculation of the Separate Federal Tax
of such Subsidiary and shall reflect the estimated tax of such Subsidiary projected
for the Taxable Period (without taking into account any tax liability shown on
a preceding Taxable Period tax return).


 


(b) For every Taxable
Period with respect to which any Subsidiary participates in the filing of a
combined state or local income tax return with Parent or any Subsidiary of
Parent (other than such Subsidiary), such Subsidiary shall pay to Parent no
later than the fifth day prior 


 

















 


to the date an estimated state or
local income tax payment is due, the amount of estimated taxes that such
Subsidiary would have been required to pay if such Subsidiary had filed for
such period a separate return.  Such
estimated state or local income tax liability shall be determined consistent
with the calculation of the Separate State and Local Tax for such Subsidiary
and, to the extent permitted by applicable law, shall reflect the estimated tax
of such Subsidiary projected for such period (without taking into account any
tax liability shown on a preceding Taxable Period tax return).


 


4.             Time
and Form of Payment.


 


Payments by the Subsidiaries or
Parent pursuant to Paragraph 2 hereof shall be made no later than the fifth day
prior to the due date of the Group’s consolidated Federal income tax return or
any relevant combined state or local income tax return for the period for which
such a payment is due.  If the due date
for any such return is extended, any amounts due at the time of filing a
request for extension of time to file shall be paid on an estimated basis.  No later than five (5) days prior to the
extended  due date for such return for
such Taxable Period, the payment of each Subsidiary shall be recalculated, and
any difference between (i) the tax liability of such Subsidiary to be
reflected on such return and (ii) all prior Estimated Tax Payments made by
such Subsidiary with respect to the such Taxable Period shall be paid by such
fifth day to the party entitled thereto, with interest from the original due
date at the relevant statutory rate.


 


5.             Adjustments.


 


(a) Redeterminations
of Tax Liability.  In the event of
any redetermination of the consolidated Federal income tax liability of the
Group for any Taxable Period (or of the combined state or local income tax
liability for any Taxable Period for which a combined state or local income tax
return is filed) as a result of an audit by the Internal Revenue Service (or
the relevant state or local taxing authorities), a claim for refund or
otherwise, the Separate Federal Tax (or Separate State and Local Tax) for each
Subsidiary shall be recomputed for such Taxable Period and any prior and
subsequent Taxable Periods to take into account such redetermination, including
any applicable interest, penalties and additions to tax (to the extent actually
imposed or, in the case of interest, imposed or received), and payments due
pursuant to Paragraph 2 hereof shall be appropriately adjusted.  Any payment by a Subsidiary to Parent or by
Parent to a Subsidiary required by such adjustment shall be paid within ten (10) days
after the date of a Final Determination with respect to such redetermination or
as soon as such adjustment practicably can be calculated.


 


(b) Refund of Tax
Sharing Payment.  If the calculation
of the Separate Federal Taxable Income (or Separate State or Local Taxable
Income) for any Subsidiary for any Taxable Period results in a loss, such loss
may be carried back and deducted in calculating the Separate Federal Tax (or
Separate State and Local Tax) of such Subsidiary for prior Taxable Periods in
the same manner as it would have been carried back and deducted had it never
been included in the consolidated Federal income tax return filed for the
Group.  In such case, the Separate
Federal Tax (or Separate State and Local Tax) of such Subsidiary shall be
recomputed for the Taxable Period or Periods to which such loss is carried and
for any subsequent Taxable periods to take into account the deduction of such
loss, including any interest actually received, and payments made pursuant to
Paragraph 2 hereof shall be appropriately adjusted.  In the case of any carryback of a loss
pursuant to this Paragraph 5(b), any payment by Parent to such Subsidiary
required by such adjustment shall be paid within seven (7) days after such
refunds are received by Parent, or, in the case of contested proceedings,
within thirty (30) days after the Final Determination with 


 

















 


respect thereto.  Excess credits for any Taxable Period shall
be carried back and otherwise treated in a manner consistent with the provision
of this Paragraph 5.


 


(c)  Tax Attributes.  The parties hereto agree that if the Parent
has generated tax attributes, including tax operating loss , then any of the
Subsidiaries may be allowed to utilize such tax attributes pursuant to this
Agreement for all purposes allowed by law, and the use of such tax attributes
shall be taken in to consideration in determining the amounts payable to parent
under this Agreement.


 


6.             Interest
on Unpaid Amounts.


 


If any party fails to pay any amount
owed pursuant to this Agreement by the date when due, interest shall accrue on any
unpaid amount at the “designated rate” from the due date until such amounts are
fully paid.  For purposes of this
Agreement, the “designated rate” shall mean a rate equal to such percentage as
it provided with respect to tax deficiencies or refunds charged or credited by
the Internal Revenue Service or state or local taxing authority, as the case by
be.


 


7.             Indemnification.


 


Parent shall indemnify each
Subsidiary on an after-tax basis (taking into account, when realized, any tax
detriment or tax benefit to such Subsidiary of (x) a payment hereunder or (y) the
liability to the Internal Revenue Service or state, local or foreign taxing
authority giving rise to such a payment), with respect to and in the amount of:


 


(a) any liability to the
Internal Revenue Service for Federal income tax incurred by such Subsidiary for
any Taxable Period with respect to which such Subsidiary is included in a
consolidated Federal income tax return filed on behalf of the Group;


 


(b) any liability for
state or local income tax to a state or local taxing authority incurred by such
Subsidiary with respect to any jurisdiction for any Taxable Period with respect
to which such Subsidiary participates in the filing of a combined state or
local income tax return with Parent or any Subsidiary of Parent (other than
such Subsidiary);


 


(c) any liability for
Federal, state or local income tax to the Internal Revenue Service or a state
or local taxing authority, as the case may be, incurred by such Subsidiary, to
the extent attributable to any other member of the Group and for which such
Subsidiary is liable as a result of being included in a consolidated Federal
income tax return of the Group or as a result of participating in the filing of
a combined state or local income tax return with Parent or any other Subsidiary
of Parent; and


 


(d) interest, penalties
and additions to tax, and costs and expenses in connection with any liabilities
described in Paragraphs 7(a), (b) or (c) above.  Parent shall pay to each Subsidiary amounts
due under Paragraphs 7(a), (b) and (c) and Paragraph 7(d) (to
the extent such amounts are related to amounts under Paragraphs 7(a), (b) or
(c)) no later than ten (10) days after the date of a Final Determination
with respect thereto;


 


provided, however, that Parent shall not be required to pay a
Subsidiary if such Subsidiary has failed to timely pay to Parent all amounts
required to be paid by such Subsidiary to Parent under this Agreement, unless (i) any
such failures are de minimis and (ii) any such
amounts that have not been paid to Parent reduce the amounts required to be
paid by Parent to Subsidiary under this Paragraph 7.


 

















 


8.             Filing
of Returns, Payment of Tax, Etc.


 


(a) Agent.  Parent and the Subsidiaries agree that Parent
shall file consolidated Federal income tax returns for each Taxable Period of
the Group.  Each Subsidiary hereby
appoints Parent as its agent, as long as such Subsidiary is a member of the
Group, for the purpose of filing any combined state or local income tax returns
that Parent may elect to file or cause to be filed, and for making any election
or application or taking any action in connection therewith on behalf of such
Subsidiary consistent with the terms of this Agreement.  Each Subsidiary hereby consents to the filing
of such returns, and to the making of such elections and applications.  Parent agrees that to the extent the filing
of any combined state or local return by Parent (or a Subsidiary of Parent)
with any subsidiary with such Subsidiary for any period will reduce the state
or local tax liability of such Subsidiary, without causing an increase in the
state or local tax liability of Parent or any other Subsidiary of Parent in
such period, Parent will file or cause to be filed for such taxable period a
combined state or local income tax return with such Subsidiary; provided,
however, that such filing is permitted by applicable state or local
law.  Except as provided in this
Paragraph 8, nothing herein shall be construed as requiring Parent or any
Subsidiary of Parent to file combined state or local income tax returns on
behalf of any members of the Group for any Taxable Period.


 


(b) Cooperation.  Each Subsidiary shall cooperate with Parent
in the filing, to the extent permitted by law, of a consolidated Federal income
tax return and such combined state or local income tax returns for members of
the Group as Parent elects to file or cause to be filed, by maintaining such
books and records and providing such information as pay be necessary or useful
in the filing of such returns and executing any documents and taking any
actions that Parent may reasonably request in connection therewith.   Parent and each Subsidiary shall provide one
another with such information concerning such returns and the application of
payments made under this Agreement as any of such corporations may reasonably
request of one another.


 


(c) Payment of Tax.  For each Taxable Period, Parent shall timely
pay or discharge, or cause to be timely paid or discharged, the consolidated
Federal income tax liability of the Group for such Taxable Period and the
combined state or local income tax liability shown on any combined state or
local income tax return that Parent or any Subsidiary elects or is required to
file.


 


9.             Resolution
of Disputes.


 


Any dispute concerning the calculation
or basis of determination of any payment provided for hereunder shall be
resolved by the independent certified financial accounts of Parent or by
another individual so designated by the independent certified financial
accounts of Parent, whose judgment shall be conclusive and binding upon the
parties, in the absence of manifest error.


 


10.           Adjudications.


 


In any audit, conference, or other
proceeding with the Internal Revenue Service or the relevant state or local
authorities, or in any judicial proceedings concerning the determination of the
Federal income tax liabilities of the Group or the state or local income tax
liability of any combined group including Parent or any Subsidiary, the
relevant taxpayer(s) shall be represented by persons selected by Parent.  Parent shall undertake any settlement or
other action that it is permitted to take pursuant to his Paragraph 10
affecting the come tax liability of a Subsidiary or any amount payable by a
Subsidiary to, or receivable by a Subsidiary from Parent, with the same
diligence and care as if such action pertained to an income tax liability of
Parent and as if any amount that might be so payable or receivable by such


 

















 


Subsidiary were payable or
receivable by Parent.  Each Subsidiary
hereby appoints Parent as its agent for the purpose of proposing and concluding
any such settlement.


 

















 


11.           Joint
and Several Liability of Disregarded Entities and Partnerships.


 


(a) Unless Parent elects
otherwise, any disregarded entity shall be jointly and severally liable for,
and make all payments with respect to, any obligations of its partners under
Paragraphs 2, 3 or 5 to the extent attributable to each such partner’s interest
in such disregarded entity; provided, that it is the parties’ intent
that each of the partners in such disregarded entity remains severally liable
for all of its obligations under this Agreement.


 


(b) Unless parent elects
otherwise, an entity (other than a disregarded entity) that is a disregarded
entity or a partnership for U.S. federal income tax purposes, and that would be
a Subsidiary if it were a corporation for U.S. federal income tax purposes,
shall be jointly and severally liable for, and make all payments with respect
to, any obligations of its members or partners (as the case may be) under Paragraphs
2, 3 or 5 to the extent attributable to each such member’s or partner’s
interest in such entity; provided, that it is the parties’ intent that
each such member or partner remains severally liable for all of its obligations
under this Agreement.


 


12.           Binding
Effect; Successors.


 


This Agreement shall be binding upon
Parent and each Subsidiary that is a signatory hereto, and each entity that
becomes a party hereto pursuant to Paragraph 19 hereof.  This Agreement shall inure to the benefit of,
and be binding upon, any successors or assigns of the parties hereto,
including, without limitation, any entity that becomes a party hereto pursuant
to Paragraph 19.  Each party hereto may
assign its rights to receive payments under this Agreement, but may not assign
or delegate its obligations hereunder.


 


13.           Interpretation.


 


This Agreement is intended to
calculate and allocate certain Federal and state and local income tax
liabilities of Parent and the Subsidiaries and any situation or circumstance
concerning such calculation and allocation that is not specifically
contemplated hereby or provided for herein shall be dealt with in a manner
consistent with the underlying principles of calculation and allocation in this
Agreement.


 


14.           Limitation
on Additional Tax Agreements; Effect of the Agreement.


 


This Agreement shall determine the
liability of Parent and the members of the Group to each other as to the
matters provided for herein, whether or not such determination is effective for
purposes of the Code or the Treasury Regulations promulgated thereunder or
state or local revenue laws and regulations, financial reporting purposes or
other purposes.


 


15.           Entire
Agreement; Assignment.


 


This Agreement embodies the entire
understanding among the parties relating to its subject matter and supersedes
and terminates all prior agreements and understandings among the parties with
respect to such subject matter.  Any and
all prior correspondence, conversations and memoranda are merged herein and
shall be without effect hereon.  No
promises, covenants or representations of any kind, other than those expressly
stated herein, have been made to induce any party to enter into this Agreement.


 


This Agreement, including this
provision against oral modification, shall not be modified or terminated except
by a writing duly signed by each of the parties hereto, and no waiver of any
provisions of this Agreement shall be effective unless in a writing duly signed
by the party sought to be bound.


 

















 


16.           Code
References.


 


Any references to the Code or
Treasury Regulations shall be deemed to refer to the relevant provisions of any
successor statute or regulation and shall refer to such provisions as in effect
from time to time.


 


17.           Notices.


 


Any payment, notice or communication
required or permitted to be given under this Agreement shall be in writing
(including telecopy communication) and mailed, telecopied or delivered:


 


If to Parent:


 


CA Holding, Inc.


4340 South Monaco, Second Floor


Denver, CO 80237


Attention:  Chief Financial Officer


 


If to Subsidiary:


 


c/o SquareTwo Financial, Inc.


4340 South Monaco, Second Floor


Denver, CO 80237


Attention:  Chief Financial Officer


 


Or to such other address as a party
shall furnish in writing to the other parties. 
All such notices and communications shall be effective when received.


 


18.           Counterparts.


 


This Agreement bay be executed in
two or more counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument.


 


19.           New
Members.


 


(a) Each of the parties
to this Agreement recognizes that from time to time, new Subsidiaries of Parent
may be added to the Group.  Each of the
parties to this Agreement agrees that any new Subsidiary of Parent shall, without
the express written consent of the other parties, become a party to this
Agreement for all purposes of this Agreement with respect to Taxable Periods
ending after such Subsidiary was added to the Group.


 


(b) If the affiliated
group of corporations (within the meaning of Section 1504(a) of the
Code) of which Parent is the common parent and that has elected to file
consolidated federal income tax returns, becomes part of an affiliated group of
corporations of which a different corporation (“New Parent”) is the common
parent (the “New Affiliated Group”) and such New Affiliated Group elects to
file consolidated federal income tax returns, then, if Parent and New Parent so
agree, this Agreement shall apply mutatis mutandis to the New Affiliated Group,
references to Parent shall be deemed to be references to New Parent and
references to Group shall be deemed to be references to New Affiliated Group.


 

















 


(c) If an entity that is
a disregarded entity or partnership for U.S. federal income tax purposes and
that, if it were a corporation for U.S. federal income tax purposes, would be a
new Subsidiary of Parent (and would become a party to this Agreement pursuant
to Paragraph 19(a), each of the parties to this Agreement agrees that such
entity shall, without the express written consent of the other parties, become
a party to this Agreement for all purposes of this Agreement with respect to
Taxable Periods ending after such entity was added to the Group.  If a party to this Agreement becomes a
disregarded entity or partnership for U.S. federal income tax purposes, this
Agreement shall continue to apply with respect to such entity.


 


20.           Governing
Law.


 


This Agreement shall be governed by
the laws applicable to contracts entered into and to be fully performed within
the State of Colorado.


 


21.           Termination.


 


(a) This Agreement shall
be terminated if all of the parties agree in writing to such termination or the
Group fails to file a consolidated Federal income tax return for any tax year
of this Agreement.  For Avoidance of doubt
if a New Affiliated Group is created pursuant to Paragraph 19(b) and if
Parent and New Parent agree to apply this Agreement mutatis mutandis to the New
Affiliated Group, the formation of the New Affiliated Group shall not cause
this Agreement to terminate.


 


(b) In the event any
party ceases to be affiliated within the Group (or the New Affiliated Group, if
one is created pursuant to Paragraph 19(b)), this Agreement only terminates
with respect to that member.


 


(c) Notwithstanding the
termination of this Agreement pursuant to this Paragraph 21, the provisions of
this Agreement shall remain in effect with respect to any period of time during
the tax year in which termination occurs, for which the income of the
terminating party must be included in the consolidated Federal income tax
return.


 


(d) Following the
termination of this Agreement pursuant to this Paragraph 21, the obligations
and liabilities of the parties arising under this Agreement with respect to any
Taxable Period prior to the termination date and the indemnification obligation
of Parent pursuant to Paragraph 7 shall continue in full force and effect until
all such obligations have been met and all such liabilities have been paid in
full, whether by expiration of time, operation of law or otherwise.


 


This Tax Sharing Agreement has been
executed and delivered as of the 5th day of March, 2010.


 


	
  CA Holding, Inc.

  	
  SquareTwo Financial Corporation,
  on its

  
	
   

  	
  behalf of its subsidiaries

  
	
   

  	
   

  
	
  By: 

  	
  /s/ L. Heath Sampson

  	
   

  	
  By:

  	
  /s/ Thomas G. Good

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  	
  Title:

  	
  General Counsel