Exhibit 10.1


TAX MATTERS
AGREEMENT


BY AND BETWEEN


LEUCADIA NATIONAL CORPORATION


AND


CRIMSON WINE GROUP, LTD.


DATED FEBRUARY 1, 2013





TAX
MATTERS AGREEMENT


                    THIS
TAX MATTERS AGREEMENT (this “Agreement”), dated as of February 1, 2013, is
by and between Leucadia National Corporation, a New York corporation, (“Leucadia”),
and Crimson Wine Group, Ltd., a Delaware corporation (“Crimson”). Each of
Leucadia and Crimson is sometimes referred to herein as a “Party” and,
collectively, as the “Parties.” 


                    WHEREAS,
the board of directors of Leucadia has determined that it is in the best
interests of Leucadia, its shareholders and Crimson for Crimson to be a
separate publicly-traded company that will operate the Crimson Business; 


                    WHEREAS,
Leucadia and Crimson entered into the Separation Agreement pursuant to which
Leucadia agreed to contribute cash and intercompany debt to the capital of
Crimson (the “Contribution”) and to distribute all of the outstanding
stock of Crimson pro rata to its shareholders (the “Distribution”) as
described therein; 


                    WHEREAS,
prior to consummation of the Distribution, Leucadia has been the common parent
corporation of an affiliated group of corporations within the meaning of
Section 1504 of the Code of which Crimson is a member; 


                    WHEREAS,
the Parties intend that, for federal income Tax purposes, the contribution of
the Intercompany Indebtedness and the obligation to make the Cash Contribution
(the “Pre-Closing Contribution”) and the Distribution will qualify as a
reorganization within the meaning of Section 368(a) of the Code and a
distribution to which Section 355 of the Code applies; and 


                    WHEREAS,
the Parties wish to (a) provide for the payment of Tax liabilities and
entitlement to refunds thereof, allocate responsibility for, and cooperation
in, the filing of Tax Returns, and provide for certain other matters relating
to Taxes, and (b) set forth certain covenants and indemnities relating to the
preservation of the intended Tax treatment of the Pre-Closing Contribution and
the Distribution. 


                    NOW,
THEREFORE, in consideration of the foregoing and the terms, conditions,
covenants and provisions of this Agreement, each of the Parties mutually
covenants and agrees as follows: 


ARTICLE
I


DEFINITIONS


                    Section
1.01. General. As used in this Agreement, the
following terms shall have the following meanings: 


                    “Affiliated
Group” means an affiliated group of corporations within the meaning of
Section 1504(a) of the Code, or any other group filing consolidated, combined
or unitary Tax Returns under state, local or foreign Law. 





                    “Agreement”
has the meaning set forth in the preamble to this Agreement.


                    “Closing
Date” means the date on which the Distribution occurs.


                    “Code”
means the Internal Revenue Code of 1986, as amended.


                    “Contribution”
has the meaning set forth in the recitals to this Agreement.


                    “Counsel”
means Weil, Gotshal & Manges LLP.


                    “Crimson”
has the meaning set forth in the preamble to this Agreement. 


                    “Disqualifying
Action” means (i) any breach by Crimson or any member of the Crimson Group
of any representation, warranty or covenant made by them in this Agreement or
(ii) any event (or series of events) involving the capital stock of Crimson
that, in either case, would negate the Tax-Free Status of the Transactions; provided,
however, the term “Disqualifying Action” shall not include any
action required or expressly permitted under any Transaction Document or that
is undertaken pursuant to the Contribution or the Distribution. 


                    “Distribution”
has the meaning set forth in the recitals to this Agreement. 


                    “Extraordinary
Transaction” shall mean any action that is not in the ordinary course of
business, but shall not include any action that is undertaken pursuant to the
Contribution or Distribution. 


                    “Final
Determination” means the final resolution of liability for any Tax for any
taxable period, by or as a result of (i) a final decision, judgment, decree or
other order by any court of competent jurisdiction that can no longer be
appealed; (ii) a final settlement with the IRS, a closing agreement or accepted
offer in compromise under Section 7121 or 7122 of the Code, or a comparable
agreement under the Laws of other jurisdictions, that resolves the entire Tax
liability for any taxable period; or (iii) any other final resolution,
including by reason of the expiration of the applicable statute of limitations
or the execution of a pre-filing agreement with the IRS or other Taxing
Authority. 


                    “Indemnifying
Party” means the Party from which the other Party is entitled to seek
indemnification pursuant to the provisions of Section 2.01. 


                    “Indemnified
Party” means the Party that is entitled to seek indemnification from the
other Party pursuant to the provisions of Section 2.01. 


                    “Information”
has the meaning set forth in Section 4.01. 


                    “Information
Request” has the meaning set forth in Section 4.01. 


                    “IRS”
means the Internal Revenue Service or any successor thereto, including its
agents, representatives and attorneys. 


                    “Leucadia”
has the meaning set forth in the preamble to this Agreement. 


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                    “Opinion”
means the opinion of Counsel with respect to certain Tax aspects of the
Pre-Closing Contribution and the Distribution. 


                    “Party”
has the meaning set forth in the preamble to this Agreement. 


                    “Pre-Closing
Contribution” has the meaning set forth in the recitals to this Agreement. 


                    “Separation
Agreement” means the Separation Agreement by and between the Parties dated
February 1, 2013. 


                    “Tax”
means (i) all taxes, charges, fees, duties, levies, imposts, or other similar
assessments, imposed by any federal, state or local or foreign governmental
authority, including income, gross receipts, excise, property, sales, use,
license, capital stock, transfer, franchise, payroll, withholding, social
security, value added, real property transfer, intangible, recordation,
registration, documentary, stamp and other taxes of any kind whatsoever and
(ii) any interest, penalties or additions attributable thereto. 


                    “Tax
Detriment” shall mean an increase in the Tax liability (or reduction in
refund or credit or item of deduction or expense, including any carryforward)
of a taxpayer (or of the Affiliated Group of which it is a member) for any
taxable period. 


                    “Tax-Free
Status of the Transactions” means the qualification of the Pre-Closing
Contribution and the Distribution as a reorganization within the meaning of
Section 368(a) of the Code and a distribution to which Section 355 of the Code
applies and in which the Crimson Common Stock distributed is “qualified
property” under Section 361(c) of the Code. 


                    “Taxing
Authority” means any governmental authority or any subdivision, agency,
commission or entity thereof or any quasi-governmental or private body having
jurisdiction over the assessment, determination, collection or imposition of
any Tax (including the IRS). 


                    “Tax
Item” shall mean any item of income, gain, loss, deduction, expense or
credit, or other attribute that may have the effect of increasing or decreasing
any Tax. 


                    “Tax
Matter” has the meaning set forth in Section 4.01. 


                    “Tax
Notice” has the meaning set forth in Section 2.04. 


                    “Tax
Return” means any return, report, certificate, form or similar statement or
document (including any related or supporting information or schedule attached
thereto and any information return, or declaration of estimated Tax) supplied
or required to be supplied to, or filed with, a Taxing Authority in connection
with the payment, determination, assessment or collection of any Tax or the
administration of any Laws relating to any Tax and any amended Tax return or
claim for refund. 


                    “Transaction
Documents” means this Agreement, the Separation Agreement and the
Administrative Services Agreement. 


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                    “Transaction
Taxes” shall mean any Tax Detriment incurred by Leucadia, Crimson or their
Affiliates as a result of the Pre-Closing Contribution or the Distribution
failing to qualify as a reorganization within the meaning of Section 368(a) of
the Code and a distribution to which Section 355 of the Code applies or
corresponding provisions of other applicable Laws with respect to Taxes. 


                    “Transfer
Taxes” means all sales, use, transfer, real property transfer, intangible,
recordation, registration, documentary, stamp or similar Taxes imposed on the
Contribution or the Distribution. 


                    “Treasury
Regulations” means the final and temporary (but not proposed) income Tax
regulations promulgated under the Code, as such regulations may be amended from
time to time (including corresponding provisions of succeeding regulations). 


                    Section
1.02. Additional Definitions. Capitalized terms
not defined in this Agreement shall have the meaning ascribed to them in the
Separation Agreement. 


ARTICLE
II


ALLOCATION,
PAYMENT AND INDEMNIFICATION


                    Section
2.01. Responsibility for Taxes; Indemnification.



                    (a)     Leucadia shall be responsible for
and shall pay, and shall indemnify and hold harmless the members of the Crimson
Group for, all Tax liabilities (and any loss, cost, damage or expense,
including reasonable attorneys’ fees and costs, incurred in connection therewith)
attributable to (i) any Taxes of the members of the Leucadia Group paid or
filed on a separate company basis or on an Affiliated Group basis; (ii) any
Transaction Taxes; and (iii) all Transfer Taxes; except, in each case, for
Taxes that arise from or are attributable to a Disqualifying Action. 


                    (b)     Crimson shall be responsible for and
shall pay, and shall indemnify and hold harmless the members of the Leucadia
Group for, all Tax liabilities (and any loss, cost, damage or expense, including
reasonable attorneys’ fees and costs, incurred in connection therewith)
attributable to (i) any Taxes of the members of the Crimson Group not described
in Section 2.01(a); and (ii) any Taxes that arise from or are attributable to a
Disqualifying Action. 


                    (c)     If the Indemnifying Party is
required to indemnify the Indemnified Party pursuant to this Section 2.01, the
Indemnified Party shall submit its calculations of the amount required to be
paid pursuant to this Section 2.01, showing such calculations in sufficient
detail so as to permit the Indemnifying Party to understand the calculations.
Subject to the following sentence, the Indemnifying Party shall pay to the
Indemnified Party, no later than 20 days after the Indemnifying Party receives
the Indemnified Party’s calculations, the amount that the Indemnifying Party is
required to pay the Indemnified Party under this Section 2.01. If the
Indemnifying Party disagrees with such calculations, it must notify the
Indemnified Party of its disagreement in writing within 15 days of receiving
such calculations. 


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                    (d)     For all Tax purposes, the Leucadia
Group and the Crimson Group agree to treat (i) any payment required by this
Agreement (other than payments with respect to interest accruing after the
Effective Time) as either a contribution by Leucadia to Crimson or a
distribution by Crimson to Leucadia, as the case may be, occurring immediately
prior to the Effective Time and (ii) any payment of interest or non-federal Taxes
by or to a Taxing Authority as taxable or deductible, as the case may be, to
the party entitled under this Agreement to retain such payment or required
under this Agreement to make such payment, in either case except as otherwise
mandated by applicable Law. 


                    (e)     The amount of any indemnification
payment pursuant to this Section 2.01 shall be reduced by the amount of
any reduction in Taxes actually realized by the Indemnified Party by the end of
the taxable year in which the indemnity payment is made, and shall be increased
if and to the extent necessary to ensure that, after all required Taxes on the
indemnity payment are paid (including Taxes applicable to any increases in the
indemnity payment under this Section 2.01(e)), the Indemnified Party
receives the amount it would have received if the indemnity payment was not
taxable. 


                    Section
2.02. Preparation of Tax Returns. 


                    (a)     Leucadia shall prepare and timely
file (taking into account applicable extensions) all Tax Returns with respect
to which it is responsible for any Taxes shown thereon under Section
2.01(a)(i). Leucadia shall be entitled to all refunds shown to be due and
payable on such Tax Returns. 


                    (b)     Subject to any arrangement under the
Administrative Services Agreement, Crimson shall prepare and timely file
(taking into account applicable extensions) all Tax Returns with respect to
which it is responsible for any Taxes shown thereon under Section 2.01(b)(i).
Crimson shall be entitled to all refunds shown to be due and payable on such
Tax Returns. 


                    (c)     Notwithstanding anything to the
contrary in this Agreement, for all Tax purposes, the parties shall report any
Extraordinary Transactions that are caused or permitted to occur by Crimson or
any of its Subsidiaries on the Closing Date after the completion of the
Distribution as occurring on the day after the Closing Date pursuant to
Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous
provision of state, local or foreign Law. Leucadia shall not make a ratable
allocation election pursuant to Treasury Regulation Section
1.1502-76(b)(2)(ii)(D) or any similar or analogous provision of state, local or
foreign Law. 


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                    Section
2.03. Payment of Sales, Use or Similar Taxes.
All Transfer Taxes, shall be borne solely by Leucadia. Notwithstanding anything
in Section 2.03 to the contrary, the Party required by applicable Law shall
remit payment for any Transfer Taxes and duly and timely file any related Tax
Returns, subject to any indemnification rights it may have against the other
Party, which shall be paid in accordance with Section 2.01(c). Crimson,
Leucadia and their respective Affiliates shall cooperate in (i) determining the
amount of such Taxes, (ii) providing all available exemption certificates and
(iii) preparing and timely filing any and all required Tax Returns for or with
respect to such Taxes with any and all appropriate Taxing Authorities.  


                    Section
2.04. Audits and Proceedings. 


                    (a)     Notwithstanding any other provision
hereof, if after the Closing Date, an Indemnified Party or any of its
Affiliates receives any notice, letter, correspondence, claim or decree from
any Taxing Authority (a “Tax Notice”) and, upon receipt of such Tax
Notice, believes it has suffered or potentially could suffer any Tax liability
for which it is indemnified pursuant to Section 2.01, the Indemnified
Party shall deliver such Tax Notice to the Indemnifying Party within 10 days of
the receipt of such Tax Notice; provided, however, that the
failure of the Indemnified Party to provide the Tax Notice to the Indemnifying
Party shall not affect the indemnification rights of the Indemnified Party
pursuant to Section 2.01, except to the extent that the Indemnifying
Party is prejudiced by the Indemnified Party’s failure to deliver such Tax
Notice. The Indemnifying Party shall have the right to handle, defend, conduct
and control, at its own expense, any Tax audit or other proceeding that relates
to such Tax Notice; provided that, in all events, Leucadia shall have
the right to control any Tax audit or proceeding relating to Transaction Taxes
or the Tax-Free Status of the Transactions. The Indemnifying Party shall also
have the right to compromise or settle any such Tax audit or other proceeding
that it has the authority to control pursuant to the preceding sentence
subject, in the case of a compromise or settlement that could adversely affect
the Indemnified Party, to the Indemnified Party’s consent, which consent shall
not be unreasonably withheld. If the Indemnifying Party fails within a
reasonable time after notice to defend any such Tax Notice or the resulting
audit or proceeding as provided herein, the Indemnifying Party shall be bound
by the results obtained by the Indemnified Party in connection therewith. The
Indemnifying Party shall pay to the Indemnified Party the amount of any Tax
liability within 15 days after a Final Determination of such Tax liability. 


                    (b)     If after the Closing Date, Leucadia,
Crimson or any of their respective Affiliates receive a Tax Notice that could
have an impact on a member of the other Group, Leucadia or Crimson, as
applicable, shall deliver such Tax Notice to the other Party within 10 days of
the receipt of such Tax Notice. 


                    Section
2.05. Carrybacks. To the extent permitted by
applicable Law, neither Crimson nor any of its Affiliates shall carry back any
federal income Tax Item to any taxable period (or portion thereof) ending on or
before the Closing Date. 


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ARTICLE
III


TAX-FREE
STATUS OF THE DISTRIBUTION


                    Section
3.01. Representations and Warranties. 


                    (a)     Crimson. Crimson hereby
represents and warrants or covenants and agrees, as appropriate, that the facts
presented and the representations made in the representation letter from
Crimson addressed to Counsel supporting the Opinion are, or will be from the
time presented or made through and including the Effective Time and thereafter,
true, correct and complete in all respects. 


                    (b)     Leucadia. Leucadia hereby
represents and warrants or covenants and agrees, as appropriate, that the facts
presented and the representations made in the representation letter from
Leucadia addressed to Counsel supporting the Opinion any other materials
delivered or deliverable by Leucadia in connection with the rendering by
Counsel of the Opinion are, or will be from the time presented or made through and
including the Effective Time and thereafter, true, correct and complete in all
respects. 


                    (c)     No Contrary Knowledge. Each
of Leucadia and Crimson represents and warrants that it knows of no fact that
may cause the Tax treatment of the Pre-Closing Contribution or the Distribution
to be other than the Tax-Free Status of the Transactions. 


                    Section
3.02. Restrictions Relating to the Distribution.



                    (a)     General. Neither Leucadia nor
Crimson shall take or fail to take, nor shall Leucadia or Crimson permit any
member of their respective Group to take or fail to take, as applicable, any
action within its control that would negate the Tax-Free Status of the
Transactions. 


                    (b)     Tax Reporting. Each of
Leucadia and Crimson covenants and agrees that it will not take, and will cause
its respective Affiliates to refrain from taking, any position on any Tax
Return that is inconsistent with the Tax-Free Status of the Transactions. 


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ARTICLE
IV


COOPERATION


                    Section
4.01. General Cooperation. The Parties shall
each cooperate fully (and each shall cause its respective Subsidiaries to
cooperate fully) with all reasonable requests in writing (“Information
Request”) from the other Party, or from an agent, representative or advisor
to such Party, in connection with the preparation and filing of Tax Returns,
claims for Tax refunds, Tax proceedings, and calculations of amounts required
to be paid pursuant to this Agreement, in each case, related or attributable to
or arising in connection with Taxes of any of the Parties or their respective
Subsidiaries covered by this Agreement and the establishment of any reserve
required in connection with any financial reporting (a “Tax Matter”). Such
cooperation shall include the provision of any information reasonably necessary
or helpful in connection with a Tax Matter (“Information”) and shall
include, at each Party’s own cost: 


                    (a)     the provision of any Tax Returns of
the Parties and their respective Subsidiaries, books, records (including
information regarding ownership and Tax basis of property), documentation and
other information relating to such Tax Returns, including accompanying
schedules, related work papers, and documents relating to rulings or other
determinations by Taxing Authorities; 


                    (b)     the execution of any document
(including any power of attorney) in connection with any Tax proceedings of any
of the Parties or their respective Subsidiaries, or the filing of a Tax Return
or a Tax refund claim of the Parties or any of their respective Subsidiaries; 


                    (c)     the use of the Party’s reasonable
best efforts to obtain any documentation in connection with a Tax Matter; and 


                    (d)     the use of the Party’s reasonable
best efforts to obtain any Tax Returns (including accompanying schedules,
related work papers, and documents), documents, books, records or other
information in connection with the filing of any Tax Returns of any of the
Parties or their Subsidiaries. 


                    Each
Party shall make its employees, advisors, and facilities available, without
charge, on a reasonable and mutually convenient basis in connection with the
foregoing matters. 


                    Section
4.02. Retention of Records. Leucadia and Crimson
shall retain or cause to be retained all Tax Returns, schedules and workpapers,
and all material records or other documents relating thereto in their
possession, until 60 days after the expiration of the applicable statute of
limitations (including any waivers or extensions thereof) of the taxable
periods to which such Tax Returns and other documents relate or until the
expiration of any additional period that any Party reasonably requests, in writing,
with respect to specific material records or documents. A Party intending to
destroy any material records or documents shall provide the other Party with
reasonable advance notice and the opportunity to copy or take possession of
such records and documents. The Parties hereto will notify each other in
writing of any waivers or extensions of the applicable statute of limitations
that may affect the period for which the foregoing records or other documents
must be retained. 


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ARTICLE
V


MISCELLANEOUS


                    Section
5.01. Tax Sharing Agreements. All Tax sharing,
indemnification and similar agreements, written or unwritten, as between any
member of the Leucadia Group, on the one hand, and any member of the Crimson
Group, on the other (other than this Agreement and any other Transaction
Document), shall be or shall have been terminated no later than the Effective
Time and, after the Effective Time, no member of the Leucadia Group or Crimson
Group shall have any further rights or obligations under any such Tax sharing,
indemnification or similar agreement. 


                    Section
5.02. Interest on Late Payments. With respect to
any payment between the Parties pursuant to this Agreement not made by the due
date set forth in this Agreement for such payment, the outstanding amount will
accrue interest at a rate per annum equal to the rate in effect for
underpayments under Section 6621 of the Code from such due date to and
including the payment date. 


                    Section
5.03. Survival of Covenants. Except as otherwise
contemplated by this Agreement, all covenants and agreements of the Parties
contained in this Agreement shall survive the Effective Time and remain in full
force and effect in accordance with their applicable terms; provided, however,
that the representations and warranties and all indemnification for Taxes shall
survive until 60 days following the expiration of the applicable statute of
limitations (taking into account all extensions thereof), if any, of the Tax
that gave rise to the indemnification; provided, further, that,
in the event that notice for indemnification has been given within the
applicable survival period, such indemnification shall survive until such time
as such claim is finally resolved. 


                    Section
5.04. Termination. Notwithstanding any provision
to the contrary, this Agreement may be terminated and the Distribution
abandoned at any time prior to the Effective Time by and in the sole discretion
of Leucadia without the prior approval of any Person, including Crimson. In the
event of such termination, this Agreement shall become void and no party, or
any of its officers and directors, shall have any liability to any Person by
reason of this Agreement. After the Effective Time, this Agreement may not be
terminated except by an agreement in writing signed by each of the Parties to
this Agreement. 


                    Section
5.05. Severability. If any term or other
provision of this Agreement is invalid, illegal or incapable of being enforced
under any Law or as a matter of public policy, all other conditions and
provisions of this Agreement shall remain in full force and effect. Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the Parties to this Agreement shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner in order that the
transactions contemplated by this Agreement be consummated as originally
contemplated to the greatest extent possible. 


                    Section
5.06. Entire Agreement. Except as otherwise
expressly provided in this Agreement, this Agreement constitutes the entire
agreement of the Parties hereto with respect to 


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the subject
matter of this Agreement and supersedes all prior agreements and undertakings,
both written and oral, between or on behalf of the Parties hereto with respect
to the subject matter of this Agreement. 


                    Section
5.07. Effective Date. This Agreement shall
become effective only upon the occurrence of the Distribution. 


                    Section
5.08. Other. Sections 8.1 (Governing Law), 8.4
(Notice), 8.8 (Assignment; No Third-Party Beneficiaries), 8.10 (Amendment), 8.11
(Rules of Construction), 8.12 (Counterparts) and 7.4 (Specific Performance) of
the Separation Agreement are incorporated herein by reference, mutatis
mutandis. 


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remainder of this page is intentionally left blank.]


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                    IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
on the date first written above by their respective duly authorized officers. 


	
  

 	
  

 	
  

 
	
  

 	
 LEUCADIA
 NATIONAL CORPORATION 

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 /s/ Joseph A. Orlando

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
      Name: Joseph A. Orlando

 
	
  

 	
  

 	
      Title: Vice President & Chief Financial Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 CRIMSON WINE
 GROUP, LTD. 

 
	
  

 	
  

 	
  

 
	
  

 	
 By 

 	
 /s/ Patrick DeLong

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
      Name: Patrick DeLong

 
	
  

 	
  

 	
      Title: Chief Financial & Operating Officer

 


Signature Page to Tax Matters Agreement