AMENDMENT TO TAX SHARING AGREEMENT BETWEEN DANA CORPORATION AND DANA CREDIT CORPORATION
Exhibit 99.3
AMENDMENT
TO TAX SHARING AGREEMENT BETWEEN
XXXX CORPORATION AND XXXX CREDIT CORPORATION
XXXX CORPORATION AND XXXX CREDIT CORPORATION
This Amendment to Tax Sharing Agreement (“Amendment”),
dated as of June 28, 2002, but effective as of
January 1, 2002, is made between Xxxx Corporation
(“Dana”) and its indirect, wholly-owned subsidiary
Xxxx Credit Corporation (“Credit”).
WHEREAS, Dana and Credit are parties to a Tax Sharing Agreement
dated as of March 27, 1986 (the “Tax Sharing
Agreement”); and
WHEREAS, Section 4 of the Tax Sharing Agreement provides
for Xxxx to pay to Credit an amount equal to l00% of
Credit’s current federal tax liability representing a
credit or negative income tax expense, as computed under
generally accepted accounting principals [sic] and
reported in Credit’s financial statements; and
WHEREAS, Section 5 of the Tax Sharing Agreement provides
for Credit to pay to Xxxx an amount equal to l00% of
Credit’s current federal tax liability representing a debit
or positive income tax expense, as computed under generally
accepted accounting principals [sic] and reported in
Credit’s financial statements; and
WHEREAS, Section 10 of the Tax Sharing Agreement provides,
among other things, for Credit or Xxxx (as appropriate) to
reimburse the other if there is a redetermination of the current
federal income tax liability as reported in Credit’s
financial statements in the event of a redetermination of
federal income taxes by the Internal Revenue Service; and
WHEREAS, Xxxx and Credit have agreed to modify the Tax Sharing
Agreement so that no payment will be made in respect of any
current federal tax liability of Credit attributable to any
capital gain net income recognized by Credit and its
subsidiaries in 2002 or 2003.
NOW, THEREFORE, Xxxx and Credit agree as follows:
1. Modification of Tax Sharing
Agreement. For the Xxxx consolidated federal
income tax group’s taxable years January 1 through
December 31, 2002 and January 1 through December 31,
2003, all capital gain net income (i.e. the excess of
capital gains over capital losses) recognized by Credit and its
subsidiaries shall be disregarded for purposes of applying the
Tax Sharing Agreement. Accordingly, the determinations of any
amount payable by Xxxx to Credit pursuant to Section 4 of
the Tax Sharing Agreement, of any amount payable by Credit to
Xxxx pursuant to Section 5 of the Tax Sharing Agreement,
and of any amount payable by either party to the other pursuant
to Section 10 of the Tax Sharing Agreement shall be made
without taking into account any capital gain net income of
Credit and its subsidiaries for such taxable years.
Notwithstanding the foregoing, if any amount treated as capital
gain or capital loss by Credit or its subsidiaries for such
taxable years is subsequently determined not to constitute
capital gain or capital loss, such redetermination shall be
taken into account for purposes of applying Section 10 of
the Tax Sharing Agreement.
2. No Other Modification. Except
as modified by the preceding paragraph, all terms of the Tax
Sharing Agreement shall remain in full force and effect without
modification.
IN WITNESS WHEREOF, each of the parties has caused this
Amendment to be executed by its duly authorized officer as of
the date first written above.
XXXX CORPORATION
By: /s/ A. Xxxxx Xxxxx
Name: A. Xxxxx Xxxxx
| Title: | Vice President-Treasurer |
XXXX CREDIT CORPORATION
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
| Title: | Vice President |
