AMENDMENT TO TAX SEPARATION
AGREEMENT
This Amendment to
Tax Separation Agreement (this “Amendment”) is made and
entered into as of March 17, 2008, by and among Retail
Ventures, Inc., an Ohio corporation (“RVI”), each RVI
Affiliate (as defined in the Tax Separation Agreement), DSW Inc.,
an Ohio corporation, and each DSW Affiliate (as defined in the Tax
Separation Agreement).
WHEREAS ,
the parties entered into a certain Tax Separation Agreement, dated
as of July 5, 2005, relating to their arrangement concerning
certain tax matters and tax and accounting services (the “Tax
Separation Agreement”);
WHEREAS,
RVI has sold its entire membership interest in Value City
Department Stores LLC, an Ohio limited liability company;
and
WHEREAS ,
the parties desire to amend the Tax Separation Agreement as
hereinafter set forth.
NOW,
THEREFORE , in consideration of the mutual covenants and
agreements described in this Amendment, the parties hereby agree as
follows:
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1.
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The
definition of “Shared Services Agreement” in
Section 1. Definitions is amended in its entirety to read as
follows:
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“Shared
Services Agreement” means the Shared Services Agreement,
dated effective as of January 30, 2005, by and between RVI and
DSW, as such Shared Services Agreement may be amended from time to
time by mutual agreement of the parties.
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2.
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Section 2.05 is amended in its
entirety to read as follows:
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2.05. Tax
& Accounting Services Agreement.
(a) In
General. DSW shall prepare for RVI any Tax Return described in
Section 2.01 of this Agreement and provide other Tax related
services to RVI, as set forth on Schedule 2.05(a) attached
hereto (the “Tax & Accounting Services”). In
consideration for the Tax & Accounting Services, RVI shall
(i) pay to DSW its respective share, as provided in the Shared
Services Agreement, of any and all costs associated with the
maintenance and operation of DSW’s tax department (including
any and all overhead expenses) for each month in which the Tax
& Accounting Services are to be performed, and
(ii) reimburse DSW its respective share, as provided in the
Shared Services Agreement, of any and all third party fees and
expenses incurred by DSW; provided, however, that,
(i) RVI shall reimburse DSW for
1
one hundred
percent (100%) of any and all third party fees and expenses
incurred by DSW solely in connection with the performance of the
Tax & Accounting Services, and (ii) RVI shall not be
required to reimburse DSW for any portion of any third party fees
and expenses incurred by DSW solely for the benefit of DSW or any
DSW Affiliate. Payment and reimbursement with respect to Tax &
Accounting Services performed in a particular month shall be made
within twenty (20) days of the end of such month in
immediately available funds as instructed by DSW; provided,
however, that, upon termination of the rights and obligations
pursuant to this Section 2.05, pa
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