EXHIBIT 10.2
TAX SHARING AND INDEMNIFICATION AGREEMENT
THIS TAX SHARING AND INDEMNIFICATION AGREEMENT ("Agreement") is entered
into as of _______________, 2001, by and between Equifax Inc., a Georgia
corporation ("Equifax"), and Equifax PS, Inc., a Georgia corporation ("PSI").
WHEREAS, Equifax is the common parent and PSI is currently a member of an
"affiliated group," as that term is defined in section 1504 of the Code (such
term and certain capitalized terms being defined in Section 1.1), that currently
files consolidated federal income tax returns; and
WHEREAS, PSI is a holding company and a wholly-owned subsidiary of Equifax;
and
WHEREAS, pursuant to that certain Distribution Agreement Plan of
Reorganization and Distribution dated as of even date with this Agreement (the
"Distribution Agreement") and subject to the terms and conditions thereof,
Equifax will transfer and assign or cause its Affiliates to transfer and assign
to PSI certain assets and businesses associated with the Payment Services
Business and the stock of certain corporations that conduct the Payment Services
Business; and
WHEREAS, prior to the Contribution, Equifax and certain Equifax Affiliates
will undertake the Foreign Restructuring to separate the Payment Services
Business from the Equifax Business in foreign jurisdictions; and
WHEREAS, pursuant to the Distribution Agreement and subject to the terms
and conditions thereof, after the Contribution, Equifax will distribute to its
shareholders on a pro rata basis all of the issued and outstanding stock of PSI;
and
WHEREAS, the parties intend that the Contribution and the Distribution
qualify as a tax-free reorganization and distribution under section 368(a)(1)(D)
and section 355 of the Code;
WHEREAS, in contemplation of the Distribution, the Equifax Group and the
PSI Group desire to set forth their rights and obligations with respect to
foreign, federal, state and local taxes due for periods both before and after
the Distribution and with respect to certain tax and other liabilities that
might be arise in connection with the Distribution;
NOW THEREFORE, Equifax on behalf of itself and members of the Equifax Group
and PSI, on behalf of itself and members of the PSI Group, in consideration of
the mutual covenants contained herein, agree as follows:
ARTICLE I
DEFINITIONS
1.1 For purposes of this Agreement, the following definitions shall apply:
(a) "2000 PSI Taxes" has the meaning ascribed to such term in Section
5.5.
(b) "2001 PSI Estimated Taxes" has the meaning ascribed to such term
in Section 5.6.
(c) "Additional Restructuring Tax" shall mean any Restructuring Tax
other than any Contemplated Restructuring Taxes.
(d) "Affiliated Group" means an affiliated group of corporations
within the meaning of section 1504(a) (determined without regard to the
exceptions contained in section 1504(b)) of the Code for the taxable period in
question.
(e) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(f) "Consolidated Returns" means the consolidated United States
federal income tax returns of the Affiliated Group of which Equifax is the
common parent for consolidated return years beginning before the Date of
Distribution and any consolidated, combined or similar state income tax returns
of any members of the Equifax Group for taxable years beginning before the Date
of Distribution (including, in each case, any amendments thereto).
(g) "Contemplated Restructuring Tax" means any Restructuring Tax set
forth on Exhibit A to this Agreement.
(h) "Contribution" has the meaning ascribed to such term in the
Distribution Agreement.
(i) "Date of Distribution" or "Distribution Date" has the meaning
ascribed to such term in the Distribution Agreement.
(j) "Distribution" has the meaning ascribed to such term in the
Distribution Agreement.
(k) "Distribution Agreement" has the meaning ascribed to such term in
the recitals to this Agreement.
(l) "Effective Time" has the meaning ascribed to such term in the
Distribution Agreement.
(m) "Equifax Affiliate" means any member of the Equifax Affiliated
Group.
(n) "Equifax Group" means, for each taxable period, (i) the Affiliated
Group of which Equifax or any successor of Equifax is the common parent,
provided, however, Equifax Group shall not include the PSI Group; and (ii) any
entity in which any member of the Affiliated Group described in clause (i) above
owns some or all of the equity.
(o) "Equifax Issue" means any issue raised by any Taxing Authority,
which issue results in (i) proposed Restructuring Taxes (whether or not it is
alleged that a member of the Equifax Group is at fault or is partially at
fault), or (ii) proposed Taxes for which Equifax could be liable pursuant to
Section 2.1 hereof.
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(p) "Equifax Tainting Act" means (i) any breach by any member of the
Equifax Group (or any less than wholly-owned subsidiary of any such member) of
any written representation or covenant relating to the Equifax Group made in any
Ruling Document, or (ii) any action or actions of or involving any member of the
Equifax Group (or any less than wholly-owned subsidiary of any such member) or
any omission or omissions of any such Person of an action or actions available
to it, after the Date of the Distribution, if such breach, action or omission
described in (i) or (ii) contributes to a Final Determination imposing any
Additional Restructuring Tax on any member of the Equifax Group or the PSI
Group.
(q) "Expenses" means out-of-pocket expenses and shall not include any
overhead or indirect costs.
(r) "Final Determination" means the final resolution of liability for
any Tax for a taxable period (i) by IRS Form 870 or 870-AD (or any successor
forms thereto), on the date of acceptance by or on behalf of the IRS, or by a
comparable form under the laws of other jurisdictions, except that a Form 870 or
870-AD, successor form, or comparable form that reserves the right of the
taxpayer to file a claim for refund and/or the right of the Tax Authority to
assert a further deficiency shall not constitute a Final Determination; (ii) by
a decision, judgment, decree, or other order by a court of competent
jurisdiction which has become final and unappealable; (iii) by a closing
agreement or offer in compromise under section 7121 or 7122 of the Code or any
subsequently enacted corresponding provisions of the Code, or comparable
agreements under the laws of other jurisdictions; (iv) by an allowance of a
refund or credit in respect of an overpayment of Tax, but only after the
expiration of all periods during which such refund may be recovered (including
by way of offset) by the Tax imposing jurisdiction; or (v) by any other final
disposition by reason of the expiration of the applicable statute of
limitations.
(s) "Foreign Restructuring" means the transactions undertaken prior to
the Contribution to separate the Payment Services Business from the Equifax
Business in foreign jurisdictions, as described on Exhibit A.
(t) "Group" means the Equifax Group or the PSI Group, as the case
might be.
(u) "Initial IRS Ruling" means the private letter ruling issued by the
IRS regarding certain Federal income Tax consequences of the Separation and the
Distribution.
(v) "IRS" means the United States Internal Revenue Service.
(w) "Payment Services Business" means the businesses conducted by
Equifax and its affiliates of providing payment transaction processing and check
risk management services to financial institutions and merchants.
(x) "Plan" has the meaning ascribed to such term in the recitals to
this Agreement.
(y) "Post-Distribution Period" means (i) any Tax Period beginning
after the Effective Time and (ii) the portion of any Straddle Period beginning
after the Effective Time.
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(z) "Pre-Distribution Period" means (i) any Tax Period ending on or
before the Effective Time and (ii) the portion of any Straddle Period ending on
or before the Effective Time.
(aa) "PSI Group" means (i) with respect to any period prior to the
Date of Distribution, PSI, Services, any other entity directly or indirectly
conducting the Payment Services Business, and each of such entities' wholly
owned subsidiaries, and (ii) with respect to any period on or after the Date of
Distribution, (A) the Affiliated Group of which PSI or any successor of PSI is
the common parent; and (B) any entity in which any member of such Affiliated
Group owns some or all of the equity.
(bb) "PSI Issue" means any issue raised by any Taxing Authority, which
issue results in (i) proposed Restructuring Taxes for which PSI could be liable
pursuant to Section 2.3 hereof, or (ii) proposed Taxes for which PSI could be
liable pursuant to Section 2.2 hereof.
(cc) "PSI Tainting Act" means (i) any breach by any member of the PSI
Group (or any less than wholly-owned subsidiary of any such member) of any
written representation or covenant relating to the PSI Group made in any Ruling
Document, or (ii) any action or actions of or involving any member of the PSI
Group (or any less than wholly-owned subsidiary of any such member), or any
omission or omissions of any such Person, of an action or actions available to
it, after the Date of the Distribution, if such breach, action or omission
described in (i) or (ii) contributes to a Final Determination imposing any
Additional Restructuring Tax on any member of the Equifax Group or the PSI
Group.
(dd) "Regulations" means Income Tax Regulations issued by the United
States Department of Treasury pursuant to the Code.
(ee) "Restructuring Tax" means any Tax imposed on any member of the
Equifax Group or the PSI Group resulting from the Separation or the Distribution
that would not have been imposed had such transactions not occurred.
(ff) "Ruling Documents" means (i) the request for the Initial IRS
Ruling, filed with the IRS in connection with the Separation and Distribution,
together with any supplemental filings or requests for Supplemental Ruling or
other materials subsequently submitted on behalf of Equifax, its subsidiaries
and shareholders to the IRS, the appendices and exhibits thereto, and any
rulings issued by the IRS to Equifax in connection with the Separation and
Distribution or (ii) any similar filings submitted to, or rulings issued by, any
other Tax Authority in connection with the Separation or Distribution.
(gg) "Separation" means the transactions necessary to transfer the
Payment Services Business to PSI, including without limitation, the Foreign
Restructuring and the Contribution.
(hh) "Services" means Equifax Payment Services, Inc., a Delaware
corporation.
(ii) "Straddle Period" means any Tax Period that begins before the
Effective Time and ends after the Effective Time.
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(jj) "Supplemental Ruling" means any ruling issued after the issuance
of the Initial IRS Ruling (a) by the IRS in connection with the Distribution or
any transactions undertaken in connection with the Distribution or (b) by any
other Tax Authority, addressing the application of a provision of the laws of
another jurisdiction to any transaction undertaken in connection with the
Distribution.
(kk) "Supplemental Ruling Documents" has the meaning ascribed to such
term in Section 2.5(d)(i).
(ll) "Tax" or "Taxes" means all forms of taxation, whenever created or
imposed, whether domestic or foreign, imposed by any Tax Authority, and without
limiting the generality of the foregoing shall include net income, alternative
or add-on minimum tax, gross income, sales, use, franchise, gross receipts,
value added, ad valorem, profits, license, payroll, withholding, social
security, unemployment insurance, employment, property, transfer, recording,
excise, severance, stamp, occupation, premium, windfall profit, custom duty, or
other tax, governmental fee or other like assessment or charge of any kind
whatsoever, together with any related interest, penalties or other additions to
tax, or additional amounts imposed by any such Tax Authority. For purposes of
computing the Taxes of a party for any purpose of this Agreement, interest shall
be computed without regard to any Tax Items attributable to any other party (as
determined pursuant to Section 2.4) and without regard to any netting of
interest on any refund of Tax owed by the Taxing Authority to the other party.
(mm) "Tax Authority" means any nation, locality, municipality,
government, authority, state, federation, or other governmental body or agency.
(nn) "Tax Benefit" means any Tax Item which decreases Taxes paid or
payable.
(oo) "Tax Controversy" means any audit, examination, dispute, suit,
action, litigation, or other judicial or administrative proceeding by or against
the IRS or any other Tax Authority.
(pp) "Tax Item" means any item of income, gain, loss, deduction,
credit, recapture of credit or any other item, including, but not limited to, an
adjustment under Code section 481 resulting from a change in accounting method,
which increases or decreases Taxes paid or payable.
(qq) "Tax Period" means with respect to any Tax, the period for which
the Tax is reported.
(rr) "Tax Returns" means all reports, estimates, declarations of
estimated tax, information statements, returns or other documents required or
permitted to be filed with a Tax Authority in connection with any Taxes,
including but not limited to requests for extensions of time, information
statements and reports, claims for refund, and amended returns.
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ARTICLE II
ALLOCATION OF TAX LIABILITIES
2.1 Equifax Group.
(a) Current and Prior Periods. Except as otherwise provided in this
Agreement, Equifax shall be responsible and liable for all Taxes attributable to
the Equifax Group that are imposed for any Pre-Distribution Period. Equifax
hereby assumes all such liability and shall indemnify and hold harmless PSI and
any member of the PSI Group from and against any share or amount of all Taxes
attributable to the Equifax Group that are imposed for any Pre-Distribution
Period.
(b) Future Periods. Except as otherwise provided in this Agreement,
Equifax shall be responsible and liable for all Taxes attributable to the
Equifax Group that are imposed for any Post-Distribution Period and shall
indemnify and hold harmless PSI and any member of the PSI Group from and against
all such Taxes.
2.2 PSI Group.
(a) Current and Prior Periods. Except as otherwise provided in this
Agreement, PSI shall be responsible and liable for all Taxes attributable to the
PSI Group that are imposed for all Pre-Distribution Periods. PSI hereby assumes
all such liability and shall indemnify and hold harmless Equifax and any member
of the Equifax Group from and against any share or amount of Taxes attributable
to the PSI Group that are imposed for any Pre-Distribution Period.
(b) Future Periods. Except as otherwise provided in this Agreement,
PSI shall be liable for all Taxes attributable to the PSI Group that are imposed
for any Post-Distribution Period, and shall indemnify and hold harmless Equifax
and any member of the Equifax Group from and against all such Taxes.
2.3 Restructuring Taxes.
(a) Generally. Notwithstanding Section 2.1 or Section 2.2 to the
contrary, Equifax shall be responsible and liable for and shall indemnify and
hold harmless each member of the PSI Group from and against any and all
Contemplated Restructuring Taxes. Notwithstanding anything in this Article II
(other than Section 2.3(b) or Section 2.3(c)) to the contrary, Equifax shall be
responsible and liable for, and shall indemnify and hold harmless PSI and any
member of the PSI Group from and against, any and all Additional Restructuring
Taxes.
(b) Liability and Indemnification for PSI Tainting Acts.
Notwithstanding anything in this Article II (other than Section 2.3(c)) to the
contrary, PSI shall be responsible and liable for and shall indemnify and hold
Equifax harmless from and against, (i) any Additional Restructuring Taxes, and
(ii) any liability resulting from a decision that Equifax is liable to Equifax's
or PSI's shareholders because of a Final Determination that the Distribution is
taxable, but in any case only to the extent such Additional Restructuring Taxes
or liability to shareholders is due to a PSI Tainting Act (and not an Equifax
Tainting Act).
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(c) Liability and Indemnification for Combined Tainting Acts.
Notwithstanding anything in this Article II to the contrary, in the event of a
Final Determination that Additional Restructuring Taxes are due to a Tax
Authority and such Additional Restructuring Taxes are caused by both an Equifax
Tainting Act and a PSI Tainting Act, then the liability of Equifax and PSI for
any Restructuring Taxes arising from such Final Determination and any liability
to shareholders arising from such Final Determination shall be borne fifty
percent (50%) by Equifax and fifty percent (50%) by PSI. Each party, jointly and
severally with its Affiliated Group, agrees to pay and to indemnify and hold the
other party harmless from and against the amount of Additional Restructuring
Taxes and liability to shareholders allocated to such first party under this
subsection 2.3(c).
2.4 Allocation of Tax Liabilities. For purposes of determining whether any
Tax Item are attributed to the PSI Group or the Equifax Group and whether any
Tax Item is attributable to a Pre-Distribution Period or a Post-Distribution
Period, the following principles shall apply:
(a) For purposes of this Agreement, the determination of whether Taxes
or Tax Items are "attributable" to a member of the PSI Group or the Equifax
Group shall be made using the methods that Equifax has used in Tax Periods prior
to the Distribution Date to allocate its Tax liabilities among the various
members of its affiliated group. The fact that a member of the PSI Group or the
Equifax Group prepared or filed a return with respect to any Taxes is not
relevant in determining whether such Taxes are "attributable" to such member.
(b) The principles of Treasury Regulation Section 1.1502-76(b) as
reasonably interpreted and applied by Equifax shall apply in determining whether
a Tax Item is attributable to a Tax Period provided that (i) no election shall
be made under Treasury Regulation Section 1.1502-76(b)(2)(ii) (relating to
ratable allocation of a year's item), and (ii) if the Distribution Date does not
coincide with the end of a calendar month, the provisions of Treasury Regulation
Section 1.1502-76(b)(2)(iii) will be applied to ratably allocate the items
(other than extraordinary items) for the month that includes the Distribution
Date.
(c) In determining the apportionment of Tax Items between Pre-
Distribution Periods and Post-Distribution Periods, any Tax Items relating to
the Separation and the Distribution shall be treated as an extraordinary item
described in Treasury Regulation Section 1.1502-76(b)(2)(ii)(C) and shall be
allocated to Pre- Distribution Periods, and any Taxes related to such items
shall be treated under Treasury Regulation Section 1.1502-76(b)(2)(iv) as
relating to such extraordinary item and shall be allocated to Pre-Distribution
Periods.
2.5 Certain Representations and Covenants.
(a) The parties hereby make the following representations and
covenants.
(i) PSI for itself and on behalf of each member of the PSI Group
represents to Equifax that the information and representations furnished in any
Ruling Document (as modified, qualified or elaborated in any subsequent Ruling
Documents) are accurate and complete as of the date hereof, to the extent that
such information and representations relate to the PSI Group or the business or
activities of such entity.
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(ii) Equifax for itself and on behalf of each member of the
Equifax Group represents to PSI that, as of the date hereof, there is no plan or
intention to take any action inconsistent with the information and
representations furnished in any Ruling Documents (as modified, qualified or
elaborated in any subsequent Ruling Documents).
(iii) Each of PSI and Equifax respectively represents to the other
party that, as of the date hereof, it is not aware of any plan or intention by
the current shareholders of Equifax to sell, exchange, transfer by gift, or
otherwise dispose of any of their stock in, or securities of, Equifax or PSI
subsequent to the Distribution, except as described in any Ruling Document (as
modified, qualified or elaborated in any subsequent Ruling Documents).
(iv) Each of PSI and Equifax respectively covenants to the other
party (A) that it will use its best efforts to verify that the foregoing
representations made by it in this Section 2.5(a) are accurate and complete as
of the Distribution Date and (B) if, after the date hereof, it obtains
information indicating, or otherwise becomes aware, that any such
representations are or may be inaccurate or incomplete, that it will promptly
inform the other party, as the case may be.
(b) Each of PSI and Equifax covenants to the other party that, except
as permitted in Section 2.5(c) such party:
(i) During the two-year period following the Distribution Date, it
will not merge or consolidate with any other person, or enter into any
transaction that constitutes a liquidation of such entity for federal income tax
purposes.
(ii) During the two-year period following the Distribution Date,
it will not sell, exchange, distribute or otherwise dispose of assets used in
the active conduct of the historic businesses relied upon to satisfy Code
section 355(b), if such sale, exchange, distribution, or other disposition would
cause Code section 355(b) not to be satisfied if such test were applied
immediately after such transaction.
(iii) Following the Distribution, it will, for a minimum of two
years, continue the active conduct of the historic businesses relied upon to
satisfy Code section 355(b).
(iv) It will not redeem, reacquire or otherwise repurchase
stock in a manner contrary to the requirements of Section 4.05 of Revenue
Procedure 96-30.
(v) During the two-year Period following the Distribution Date, it
will not engage in any transaction resulting in the direct or indirect
acquisition of such party's stock representing a 50% or greater interest in such
party within the meaning of Code section 355(d)(4).
(c) A party may take actions inconsistent with the covenants contained
in Section 2.5(b), if prior to taking such action:
(i) Such party obtains an opinion of counsel, which counsel and
which opinion are acceptable to the other party in its reasonable discretion, to
the effect that such actions should not affect the Federal income Tax treatment
of the Separation and the Distribution
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to the parties and the shareholders of Equifax as set forth in any prior private
letter ruling issued by the IRS, it being understood that each party agrees to
cooperate with the other party and use its reasonable best efforts to assist the
other party in attempting to obtain, as expeditiously as possible, any opinion
requested by the other party described in this Section 2.5(c)(i);
(ii) Equifax obtains a Supplemental Ruling to the effect that such
actions will not affect the Federal income Tax treatment of the Separation and
the Distribution to the parties and the shareholders of Equifax as set forth in
any prior private letter ruling issued by the IRS; or
(iii) Such party obtains the written consent of the other party.
(d) Supplemental Rulings.
(i) Equifax agrees that at the reasonable request of PSI, Equifax
shall cooperate with PSI and use its reasonable best efforts to seek to obtain,
as expeditiously as possible, a Supplemental Ruling or other guidance from a Tax
Authority for the purpose of confirming (A) the continuing validity of any
ruling (including another Supplemental Ruling) previously issued by the IRS or
any other Tax Authority, or (B) compliance on the part of a member of the PSI
Group with its obligations under this Section 2.5. Equifax shall be obligated to
seek a Supplemental Ruling requested by PSI unless it reasonably believes that
the relevant Tax Authority would not issue such a ruling. Further, in no event
shall Equifax file a request for a Supplemental Ruling unless PSI represents
that (a) it has read the request for the Supplemental Ruling and any materials,
appendices and exhibits submitted or filed therewith (`Supplemental Ruling
Documents") and (B) all information (other than information provided by an
external expert) and representations, if any, relating to any member of the PSI
Group contained in the Supplemental Ruling Documents are true, correct and
complete in all material respects. PSI shall reimburse Equifax for all
reasonable costs and expenses incurred by Equifax in obtaining a Supplemental
Ruling requested by PSI. PSI hereby agrees that Equifax shall have sole and
exclusive control over the process of obtaining a Supplemental Ruling, and that
only Equifax shall apply for a Supplemental Ruling. PSI further agrees that it
shall not seek any guidance from the IRS or any other Tax Authority concerning
the Restructuring except as set forth in this Section 2.5(d).
(ii) If Equifax determines that it will obtain a Supplemental
Ruling or other guidance from a Tax Authority after the date of this Agreement:
(A) Equifax shall keep PSI informed in a timely manner of all material actions
taken or proposed to be taken in connection therewith; (B) Equifax shall (1)
reasonably in advance of the submission of any such Supplemental Ruling
Documents, provide PSI with a draft copy thereof, (2) reasonably consider PSI's
comments on such draft copy, and (3) provide PSI with a final copy of the
Supplemental Ruling Documents; and (C) Equifax shall provide PSI with notice
reasonably in advance of, and PSI shall have the right to attend, any formally
scheduled meetings with the Tax Authority (subject to the approval of the Tax
Authority) that relate to such Supplemental Ruling.
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ARTICLE III
REFUNDS OF TAXES
Each party shall be entitled to retain or be paid all refunds of Tax
received, whether in the form of payment, credit or otherwise, from any Tax
Authority with respect to any Tax Returns filed or to be filed by such party in
accordance with Article V of this Agreement, provided, however, PSI shall be
entitled to retain or be paid all such refunds with respect to any Taxes to the
extent such Taxes exclusively pertain to property or operations of the PSI
Group. Notwithstanding anything contained in this Article III to the contrary,
Equifax shall be entitled to be paid and to retain, and PSI shall not be
entitled to retain and shall be required to pay over to Equifax, any refunds of
Tax received to the extent (i) Equifax indemnified PSI for the Taxes
attributable to such refunds, or (ii) Equifax paid to the Tax Authority the
Taxes attributable to such refunds and Equifax has not been indemnified by PSI.
ARTICLE IV
CARRYBACKS FROM SEPARATE RETURN YEARS
4.1 General. Notwithstanding anything herein to the contrary, with the
prior written consent of Equifax, which consent may not be unreasonably
withheld, the PSI Group may elect to carry back to any Taxable Period beginning
before the Date of Distribution any Tax Item arising in any Taxable Period
beginning after the Date of Distribution that the PSI Group may properly elect
to carry back for Federal income Tax purposes or combined state Tax purposes to
a Consolidated Return. With respect to any such carryback, Equifax agrees to
file such claims for refund and other returns as may be required to claim the
Tax refunds attributable to such carryback items and to pay promptly after
receipt to PSI the cash amount of any refunds of Taxes, including the cash
amount of any interest resulting from the utilization of such Tax Items, after
taking into consideration any resulting increase or decrease in the Tax
liability of any member of the Equifax Group. To the extent authorized by law,
Equifax shall act as collection agent for the PSI Group with respect to any such
refund.
4.2 Review and Expenses. The amount of any carryback by the PSI Group shall
be reviewed and approved (on the basis of Tax information contained in PSI's Tax
Return) by Equifax's certified public accountants as to the amount and validity
of such carryback. PSI agrees to reimburse Equifax for its reasonable Expenses
incurred in reviewing, filing and securing any PSI refund claims hereunder.
4.3 Subsequent Disallowance. In the event that any Tax attribute for which
Equifax has made a payment pursuant to Section 4.1 is subsequently reduced or
disallowed, PSI shall indemnify Equifax and hold it harmless from any Tax
liability, including interest and penalties, incurred by reason of such
reduction or disallowance.
ARTICLE V
TAX RETURN PREPARATION
5.1 Consolidated Returns.
(a) Equifax shall prepare and timely file all Consolidated Returns.
PSI shall have a reasonable period under the circumstances to review the 2000
and 2001 Consolidated
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Returns. The Consolidated Returns shall be prepared and filed by Equifax in
compliance with applicable Tax laws and on a basis that is consistent with any
Ruling Documents or legal opinion obtained by Equifax in connection with the
Distribution or Contribution and, subject to the foregoing, consistent with
Equifax's prior Consolidated Returns.
(b) PSI shall be responsible for preparing all information relating to
the PSI Group necessary for Equifax to prepare and file the Consolidated
Returns. Such information shall include the annual federal and state, if any,
Tax work preparation package, necessary to enable Equifax to prepare the
Consolidated Returns, completed and delivered to Equifax on or before the same
deadline imposed upon other Equifax business units. Such information shall be
used as the basis for Equifax's preparation of the Consolidated Returns.
(c) Equifax shall not make any election or consent in connection with
such Consolidated Returns without the consent of PSI, which consent shall not be
unreasonably withheld, unless (i) such election or consent is not binding on any
member of the PSI Group for any Tax Period; or (ii) PSI may revoke such
elections without the consent of any Tax Authority. PSI and the PSI Group agree
not to elect to be excluded from any such Consolidated Return.
(d) PSI and the PSI Group agree to cooperate with Equifax, at
Equifax's expense, in the preparation of any valuation studies or other reports
which are appropriate or necessary for the preparation of the Consolidated
Returns.
5.2 Other Pre-Distribution Returns. Equifax shall prepare and timely file
all other Tax Returns of any member of the Equifax Group or the PSI Group for
all Tax Periods that are exclusively Pre-Distribution Periods and all Straddle
Periods; provided however, that PSI shall prepare and timely file Tax Returns
for any Pre-Distribution Period and any Straddle Period if such Tax Return
pertains exclusively to property or operations of the PSI Group. Notwithstanding
anything contained in the previous sentence, Equifax shall continue to file all
Tax Returns of the members of the PSI Group for any Pre-Distribution Period if
the Tax Return for such period is required to be filed on or prior to the Date
of Distribution. PSI shall have a reasonable period under the circumstances to
review each such Tax Return.
5.3 Post-Distribution Returns. PSI shall prepare and timely file all Tax
Returns of any member of the PSI Group for Tax Periods that are exclusively
Post-Distribution Periods, and Equifax shall prepare and timely file all Tax
Returns of any member of the Equifax Group for Tax Periods that are exclusively
Post-Distribution Periods.
5.4 Cooperation; Exchange of Information. Each party shall be responsible
for the timely submission to the other party of information of which it has
knowledge regarding any Tax Item which may properly be included in any Tax
Return to be filed by the other party or any member of the other party's
Affiliated Group, and shall provide any and all other information and
documentation (including, but not by way of limitation, working papers and
schedules) reasonably requested by the other party for use in connection with
the preparation and filing of any Tax Returns.
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5.5 Payment of 2000 PSI Tax Liabilities; PSI Tax Benefits.
(a) PSI shall pay to Equifax an amount equal to the aggregate amount
of Taxes that would be owed by the PSI Group for the Tax Period consisting of
the 2000 calendar year to the extent that such Taxes must be paid by Equifax as
part of a Consolidated Return (the "2000 PSI Tax Liabilities"). Such amount
shall be computed in a manner consistent with Section 2.4(a), and shall be
reduced by any Tax Benefit of Equifax attributable to a PSI Tax Item.
Notwithstanding the above, such amount shall not include amounts related to
separate returns filed on a combined or unitary basis, except to the extent
consistent with the manner in which the Tax liabilities on such returns were
allocated in prior years. Payment of the 2000 PSI Tax Liabilities shall be due
on or before the tenth (10th) day after receipt by PSI of a notice including the
applicable computations prepared by Equifax in connection with the filing of
Equifax's Federal Consolidated Return for the 2000 calendar year.
(b) Equifax shall pay to PSI any Tax Benefit of Equifax attributable
to a PSI Tax Item, to the extent that such Tax Benefit exceeds the amount of the
2000 PSI Tax Liabilities. Payment of such amount shall be due on or before the
tenth (10th) day after receipt by PSI of a notice including the applicable
computations prepared by Equifax in connection with the filing of Equifax's
Federal Consolidated Return for the 2000 calendar year.
5.6 Payment of 2001 PSI Estimated Tax Liabilities; Adjustment.
(a) PSI shall pay to Equifax an amount equal to the estimated
aggregate amount of Taxes that would be owed by the PSI Group for the Tax Period
consisting of the 2001 calendar year to the extent that such Taxes must be paid
by Equifax as part of a Consolidated Return (the "2001 PSI Estimated Tax
Liabilities"). Such estimated amount shall be computed in a manner consistent
with Section 2.4(a), and shall be reduced by any Tax Benefit of Equifax
attributable to a PSI Tax Item. Notwithstanding the above, such estimated amount
shall not include amounts related to separate returns filed on a combined or
unitary basis, except to the extent consistent with the manner in which the Tax
liabilities on such returns were allocated in prior years. Payment of the 2001
PSI Estimated Tax Liabilities shall be due on or before the tenth (10th) day
after receipt by PSI of a notice including the applicable computations prepared
by Equifax.
(b) Upon the filing of the Consolidated Return for the Equifax Group's
Tax Period ending December 31, 2001, the 2001 PSI Estimated Tax Liabilities as
of the Distribution Date shall be restated and adjusted by Equifax based upon
information then available. An adjusting payment shall be made by Equifax or PSI
as shall be required by any restatement or adjustment of the 2001 PSI Estimated
Tax Liabilities. Such payment shall be due on or before the tenth (10th) day
after receipt by PSI of a notice including the applicable computations prepared
by Equifax.
(c) Equifax shall pay to PSI any Tax Benefit of Equifax attributable
to a PSI Tax Item, to the extent that such Tax Benefit exceeds the amount of the
2001 PSI Tax Liabilities. Payment of such amount shall be due on or before the
tenth (10th) day after receipt by PSI of a notice including the applicable
computations prepared by Equifax in connection with the filing of Equifax's
Federal Consolidated Return for the 2001 calendar year.
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ARTICLE VI
TAX CONTROVERSIES AND RECORDS
6.1 Tax Controversies.
(a) Each of PSI and Equifax shall have full responsibility and
discretion in handling, settling, or contesting any Tax Controversy involving a
Tax for which such party is liable pursuant to Article II of this Agreement. If
a Tax Controversy proceeding involves both (a) one or more issues that would
result in Taxes for which Equifax is liable under this Agreement and (b) one or
more issues that would result in Taxes for which PSI is liable under this
Agreement, then Equifax and PSI shall cooperate with each other to allow each
party to conduct the Tax Controversy with respect to those issues that would
result in Taxes for which such party is liable. Furthermore, Equifax may
participate in any Tax Controversy with respect to Restructuring Taxes
regardless of whether it has liability or indemnification obligations with
respect to such Taxes under this Agreement.
(b) The party responsible for any Tax Controversy shall use all
reasonable efforts (taking into consideration all relevant facts and
circumstances known to the party) to resist any deficiency assertions by any Tax
Authority regardless of which party is ultimately responsible for any such Tax
under this Agreement.
(c) Equifax shall notify PSI promptly of any communication with the
IRS or other Tax Authority relating in whole or in part to any PSI Issue.
(i) PSI shall have 30 days after receipt of such notice from
Equifax within which to object to the proposed adjustment relating to a PSI
Issue (that is not an Equifax Issue). If PSI does not notify Equifax within such
30 day period that it objects to the proposed adjustment, then subsections
6.1(c)(ii) through 6.1(c)(v) below shall not apply, and Equifax shall have
exclusive control over all stages of the Tax Controversy, including full
authority to determine whether and in what manner to contest or compromise the
issue, unless and until PSI so notifies Equifax.
(ii) If PSI notifies Equifax that it objects to the proposed
adjustment relating to a PSI Issue (that is not an Equifax Issue), then Equifax
shall not thereafter consent to the adjustment or compromise of such PSI Issue
without the consent of PSI, but shall cooperate with PSI to resolve the PSI
Issue on a basis acceptable to PSI. Prior to the issuance of a notice of
proposed adjustment or similar stage in the proceedings, however, Equifax shall
be responsible for the conduct of the audit, including matters pertaining to
such PSI Issue. Equifax shall notify PSI in advance of any conferences,
meetings, and proceedings pertaining to the audit and, at its own expense, PSI
shall have the right to attend all such proceedings with any Tax Authority, the
subject matter of which is or includes such PSI Issue.
(iii) Upon the issuance of a notice of proposed adjustment or
similar stage in proceedings, PSI shall assume the conduct of all further
proceedings, with counsel selected by it, at PSI's sole expense, insofar as the
proceedings relate to a PSI Issue (that is not an Equifax Issue), and thereafter
PSI and Equifax shall jointly be responsible for the conduct of proceedings to
contest such PSI Issue.
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(iv) In the event that Equifax receives a notice of deficiency
from the IRS, or a similar notice from any other Tax Authority, and such notice
relates exclusively to one or more PSI Issues (none of which are Equifax Issues)
and does not relate to an Equifax Issue then:
(A) upon receiving a written request from PSI, given no later
than a date reasonably necessary to permit preparation and timely filing of
a petition in the United States Tax Court for redetermination of the
deficiency, or a court of similar jurisdiction with respect to Taxes
imposed by any other Tax Authority, Equifax shall timely file such petition
(at PSI's sole expense); or
(B) If (1) PSI does not request Equifax to file a petition
for redetermination of the deficiency pursuant to subsection 6.1(g)(i)
hereof, (2) PSI requests that Equifax file a claim for refund, and (3) PSI
provides Equifax with sufficient funds to pay the deficiency relating to
the PSI Issue, then Equifax (at PSI's sole expense) shall file a claim for
refund thereof and, if the claim is denied, bring an action in a court of
competent jurisdiction seeking such refund.
(C) In the event that a judgment of the United States Tax
Court or other court of competent jurisdiction results in an adverse
determination with respect to the PSI Issue, then PSI shall have the right
to cause Equifax to appeal from such adverse determination at PSI's sole
expense.
(D) PSI and its representatives, at PSI's sole expense, shall
be entitled to the extent permitted by law to participate in (1) all
conferences, meetings, or proceedings with any Tax Authority, the subject
matter of which is a PSI Issue (that is not an Equifax Issue), and (2) all
appearances before any court, the subject matter of which is a PSI Issue
(that is not an Equifax Issue). The right to participate referred to in
this subsection 6.1(c)(iv)(D) hereof shall include the submission and
content of documentation, memoranda of fact and law and briefs, the conduct
of oral arguments or presentations, the selection of witnesses, and the
negotiation of stipulations of fact with respect to a PSI Issue (that is
not an Equifax Issue).
(v) If the proposed adjustment relating to a PSI Issue is also an
Equifax Issue (or if the proposed adjustment relates solely to an Equifax Issue
that is not a PSI Issue), then Equifax shall be fully responsible for the
conduct of the Tax Controversy, including matters pertaining to any PSI Issue,
but Equifax shall use reasonable efforts to involve PSI in the conduct of the
Tax Controversy insofar as it relates to any PSI Issue. Equifax shall notify PSI
in advance of any such proceedings and, at its own expense, PSI shall attend all
conferences, meetings, or proceedings with any Tax Authority, the subject matter
of which is or includes any PSI Issue. PSI shall use all reasonable efforts to
assist Equifax in resisting any deficiency assertions by any Tax Authority
relating to any such PSI Issue.
(d) PSI shall notify Equifax promptly of any communication with the
IRS or other Tax Authority relating in whole or in part to any Equifax Issue.
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(i) Equifax shall have 30 days after receipt of such notice from
PSI within which to object to the proposed adjustment relating to a Equifax
Issue (that is not an PSI Issue). If Equifax does not notify PSI within such 30
day period that it objects to the proposed adjustment, then subsections
6.1(d)(ii) through 6.1(d)(v) below shall not apply, and PSI shall have exclusive
control over all stages of the Tax Controversy, including full authority to
determine whether and in what manner to contest or compromise the issue, unless
and until Equifax so notifies PSI.
(ii) If Equifax notifies PSI that it objects to the proposed
adjustment relating to a Equifax Issue (that is not an PSI Issue), then PSI
shall not thereafter consent to the adjustment or compromise of such Equifax
Issue without the consent of Equifax, but shall cooperate with Equifax to
resolve the Equifax Issue on a basis acceptable to Equifax. Prior to the
issuance of a notice of proposed adjustment or similar stage in the proceedings,
however, PSI shall be responsible for the conduct of the audit, including
matters pertaining to such Equifax Issue. PSI shall notify Equifax in advance of
any conferences, meetings, and proceedings pertaining to the audit and, at its
own expense, Equifax shall have the right to attend all such proceedings with
any Tax Authority, the subject matter of which is or includes such Equifax
Issue.
(iii) Upon the issuance of a notice of proposed adjustment or
similar stage in proceedings, Equifax shall assume the conduct of all further
proceedings, with counsel selected by it, at Equifax's sole expense, insofar as
the proceedings relate to a Equifax Issue (that is not an PSI Issue), and
thereafter PSI and Equifax shall jointly be responsible for the conduct of
proceedings to contest such Equifax Issue.
(iv) In the event that PSI receives a notice of deficiency from
the IRS, or a similar notice from any other Tax Authority, and such notice
relates exclusively to one or more Equifax Issues (none of which are PSI Issues)
and does not relate to an PSI Issue then:
(A) upon receiving a written request from Equifax, given no
later than a date reasonably necessary to permit preparation and timely
filing of a petition in the United States Tax Court for redetermination of
the deficiency, or a court of similar jurisdiction with respect to Taxes
imposed by any other Tax Authority, PSI shall timely file such petition (at
Equifax's sole expense); or
(B) If (1) Equifax does not request PSI to file a petition
for redetermination of the deficiency pursuant to subsection 6.1(g)(i)
hereof, (2) Equifax requests that PSI file a claim for refund, and (3)
Equifax provides PSI with sufficient funds to pay the deficiency relating
to the Equifax Issue, then PSI (at Equifax's sole expense) shall file a
claim for refund thereof and, if the claim is denied, bring an action in a
court of competent jurisdiction seeking such refund.
(C) In the event that a judgment of the United States Tax
Court or other court of competent jurisdiction results in an adverse
determination with respect to the Equifax Issue, then Equifax shall have
the right to cause PSI to appeal from such adverse determination at
Equifax's sole expense.
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(D) Equifax and its representatives, at Equifax's sole
expense, shall be entitled to the extent permitted by law to participate in
(1) all conferences, meetings, or proceedings with any Tax Authority, the
subject matter of which is a Equifax Issue (that is not an PSI Issue), and
(2) all appearances before any court, the subject matter of which is a
Equifax Issue (that is not an PSI Issue). The right to participate referred
to in this subsection 6.1(d)(iv)(D) hereof shall include the submission and
content of documentation, memoranda of fact and law and briefs, the conduct
of oral arguments or presentations, the selection of witnesses, and the
negotiation of stipulations of fact with respect to a Equifax Issue (that
is not an PSI Issue).
(v) If the proposed adjustment relating to a Equifax Issue is also an
PSI Issue (or if the proposed adjustment relates solely to an PSI Issue that is
not an Equifax Issue), then PSI shall be fully responsible for the conduct of
the Tax Controversy, including matters pertaining to any Equifax Issue, but PSI
shall use reasonable efforts to involve Equifax in the conduct of the Tax
Controversy insofar as it relates to any Equifax Issue. PSI shall notify Equifax
in advance of any such proceedings and, at its own expense, Equifax shall attend
all conferences, meetings, or proceedings with any Tax Authority, the subject
matter of which is or includes any Equifax Issue. PSI shall use all reasonable
efforts to assist Equifax in resisting any deficiency assertions by any Tax
Authority relating to any such Equifax Issue.
6.2 Cooperation.
(a) Equifax and PSI agree to afford full cooperation to one another
and to their respective representatives, if any, in any Tax Controversy
involving:
(i) any Tax Return filed or required to be filed by or for any
member of the Equifax Group or the PSI Group for any Pre-Distribution
Period, or
(ii) any item or issue affecting Equifax's or PSI's potential
liability hereunder.
(b) Such cooperation shall include, but not by way of limitation:
(i) preparing responses to information requests by any Tax
Authority;
(ii) making available books, records and other documentation
(including, but not by way of limitation, working papers and schedules) relevant
to such proceeding, and systems support for documentation furnished in
electronic form;
(iii) making directors, officers, or employees available to
appear in person for interview or for testimony;
(iv) making employees available on a mutually convenient basis to
provide additional information and explanation of materials provided hereunder;
(v) executing powers of attorney, tax information authorizations
and any other necessary or appropriate authorizations;
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(vi) executing agreements with the Tax Authority or other
documents reasonably necessary or appropriate for the settlement or pursuit of
the contest of such issue; and
(vii) doing whatever is reasonable in the circumstances to assist
the other party in proving that a transaction on or after the Distribution Date
does not give rise to Additional Restructuring Taxes.
6.3 Record Retention. The parties, on behalf of themselves and the members
of their respective Affiliated Groups, agree to retain all books, records,
returns, schedules, documents and all material papers or relevant items of
information for periods prior to the Date of Distribution for the later of (a)
seven (7) years or (b) the full period of the applicable statute of limitations,
including any extensions thereof. If, under legislation enacted after the date
of this Agreement, the statute of limitations with respect to a transaction does
not begin to run until the IRS or other Tax Authority is notified of the
transaction, then the statute of limitations for purposes of subsection 6.3(b)
shall also not begin to run until such notification is given.
ARTICLE VII
PAYMENTS
7.1 Payments in General. Any amount required to be paid by one party to the
other pursuant to this Agreement (other than the payments described in Sections
5.5 and 5.6 and subsection 6.1(g)(ii)) shall be paid in immediately available
funds within thirty (30) days after written demand therefor from the other party
given after a Final Determination of the amount thereof.
7.2 Treatment of Payments. In absence of any change in Tax treatment under
the Code or other applicable Tax Law, (a) any payments made pursuant to this
Agreement by PSI to Equifax shall be reported for Tax purposes by the parties as
a distribution from PSI to Equifax occurring on the Distribution Date
immediately before the Distribution; and (b) any payments made pursuant to this
Agreement by Equifax to PSI shall be reported for Tax purposes by the parties as
a contribution to the capital of PSI by Equifax occurring on the Distribution
Date immediately before the Distribution.
7.3 Interest on Late Payments. Any amount payable under this Agreement by
one party to another party shall, if not paid within ten (10) business days
after the due date specified in this Agreement, bear interest from such due date
until the date paid at the applicable Federal "short term rate" as defined in
section 6621 of the Code in effect on the due date.
7.4 Notice. Equifax and PSI shall give each other prompt notice of any
payment that may be due under this Agreement.
7.5 Tax Items. Except to the extent already provided for in this Agreement,
the amount of any indemnification payment required hereunder shall be reduced to
take into account the Tax Benefit, if any, allowable to the indemnified party
resulting from the event giving rise to such indemnification payment and shall
be increased to take into account additional Taxes, if any, incurred by the
indemnified party resulting from the receipt of such indemnification payment and
any additional payment required by this section. The parties will cooperate with
each other in good faith to determine the amounts described in this section.
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ARTICLE VIII
ADMINISTRATIVE PROVISIONS
8.1 Interest. Except as expressly provided herein, no obligation to pay or
right to collect interest or other amounts shall arise by virtue of this
Agreement.
8.2 Agency. It is understood and acknowledged that in accordance with
Regulations section 1.1502-77, Equifax, as the common parent, is the agent for
the members of the Affiliated Group of which Equifax is the common parent
(including all members of the PSI Group with respect to taxable years beginning
before the Date of Distribution) with respect to all matters referred to
therein.
8.3 Expenses. Except as otherwise expressly provided herein, each party to
this Agreement hereby agrees to be responsible for all of the Expenses which it
may incur in carrying out its duties hereunder.
ARTICLE IX
DISPUTE RESOLUTION
Any controversy or claim between the parties arising out of or relating to
this Agreement, or the breach hereof not resolved in the normal course of
business shall be resolved pursuant to Section 15.10 of the Distribution
Agreement, which provisions are hereby incorporated herein by this reference
thereto.
ARTICLE X
MISCELLANEOUS
10.1 Enforceability. In case any one or more of the provisions contained in
this Agreement should be invalid, illegal or unenforceable, the enforceability
of the remaining provisions contained herein shall not in any way be affected or
impaired thereby.
10.2 Modification of Agreement. No modification, amendment or waiver of any
provision of this Agreement shall be effective unless the same shall be in
writing, and signed by each of the parties hereto, and then such modification,
amendment or waiver shall be effective only in the specific instance and for the
purpose for which given. Any such modification, amendment or waiver shall bind
all of the respective parties, hereto, and there successors and assigns
(including members of their respective Affiliated Groups).
10.3 Successors and Assigns. Except to the extent provided by operation of
law or as provided herein, neither this Agreement nor any rights hereunder shall
be assignable or transferable by either party hereto, without the prior written
consent of the other party hereto. Each party hereby guarantees the performance
of all actions, covenants, agreements, and obligations provided under this
Agreement of each of its subsidiaries. Each party shall, upon the written
request of the other party, cause any of its subsidiaries to formally execute
this Agreement. This Agreement shall be binding upon, and shall inure to the
benefit of, the successors and assigns of each party. If one or more persons
acquires all or substantially all of the assets of Equifax or PSI, Equifax and
PSI each agree that, as a condition to the closing of
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such acquisition, such person or persons must agree to indemnify the nonacquired
party for any Restructuring Taxes incurred by that party as a result of such
acquisition.
10.4 Term. This Agreement shall commence on the date of execution indicated
above and shall continue in effect until otherwise agreed to in writing by the
parties or their successors and assigns.
10.5 Rights Confined to parties. Nothing expressed or implied herein is
intended or shall be constructed to confer upon or to give to any person, firm
or corporation (other than the parties hereto, members of their Affiliated
Groups, and their successors and assigns) any right, remedy or claim under or by
reason of this Agreement or of any term, covenant or condition hereof. All
terms, covenants, conditions, promises and agreements contained herein shall be
for the sole and exclusive benefit of the parties hereto, the members of their
Affiliated Groups, and their successors and assigns.
10.6 Notices. All notices and communications under this Agreement shall be
deemed to have been given (a) when received, if such notice or communication is
delivered by facsimile, hand delivery or overnight courier, and, (b) three (3)
business days after mailing if such notice or communication is sent by United
States registered or certified mail, return receipt requested, first class
postage prepaid. All notices and communications, to be effective, must be
properly addressed to the party to whom the same is directed at its address as
follows:
If to Equifax, to: Equifax Inc.
0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxx, CFO
with a copy to: Equifax Inc.
0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, XX 00000
Attn: Xxxx X. Xxxx, General
Counsel
If to PSI, to: Equifax PS, Inc.
---------------------------
---------------------------
Attn: Xxxxxxx X. Xxxxxxxxx, CFO
with a copy to: Equifax PS, Inc.
---------------------------
---------------------------
Attn: Xxxxx X. Xxxxxxxx, General
Counsel
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10.7 Effect of Headings. The paragraph headings herein are for convenience
only and shall not affect the construction hereof.
10.8 Governing Law. The provisions of this Agreement, and all rights and
obligations of the parties hereunder shall be governed by the laws of the State
of Georgia.
10.9 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall, when so executed, be considered an original
and all of which, taken together, shall be considered one document.
10.10 Prior Tax Sharing Agreements. This Agreement shall supersede any and
all tax sharing and indemnification (or similar) agreements between any of the
members of the Equifax Group, on the one hand, and any of the members of the PSI
Group, on the other hand.
EQUIFAX INC.
By:
------------------------------
Title
EQUIFAX PS, INC.
By:
------------------------------
Title
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EXHIBIT A
Foreign Restructuring
1. Transfer of shares of Telecredit Canada Inc. from Equifax Canada Inc. to
Equifax, including all interim transactions related to such transfer (the
"Canadian Restructuring").
2. Transfer of shares of Procard S.A. conducting Chilean Payment Services
Business from Equifax de Chile, S.A. to Payment de Chile, S.A. ("Payment
Chile") and transfer of shares of Payment Chile to Payment South America
Holdings, Inc. ("Payment South America"), including all interim
transactions related to such transfers (the "Chilean Restructuring").
3. Transfer of shares of Xxxxxx-Solucoes em Meios de Pagamento Ltda.
("Xxxxxx") and shares of Partech Ltda. ("Partech"), conducting Brazilian
Payment Services Business, Payment do Brazil Ltda ("Payment Brazil") and
transfer of shares of Payment Brazil to Payment South America, including
all interim transactions related to such transfers (the "Brazilian
Restructuring").
4. Transfer of certain assets of certain assets of Equifax plc related to U.K.
Payment Services Business and stock of Transax Ltd to Payment U.K. Ltd.
("Payment U.K."), and transfer of shares of Payment U.K. to Equifax,
including all interim transactions related to such transfers (the "U.K.
Restructuring").
EXHIBIT B
Contemplated Restructuring Taxes
1. Canadian income/withholding Tax on Canadian Restructuring transactions.
2. Brazilian income/capital gain Tax on Brazilian Restructuring transactions.
3. Chilean income/capital gain Tax on Chilean Restructuring transactions.
EXHIBIT B
Contemplated Restructuring Taxes
1. Canadian income/withholding Tax on Canadian Restructuring transactions.
2. Brazilian income/capital gain Tax on Brazilian Restructuring transactions.
3. Chilean income/capital gain Tax on Chilean Restructuring transactions.
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