EXHIBIT 10.2
SUPPLEMENTAL
OPERATING AGREEMENT
THIS AGREEMENT, dated effective as of August 1, 1997, by and between
Boeing Capital Services Corporation ("BCSC"), formerly XxXxxxxxx Xxxxxxx
Financial Services Corporation ("MDFS"), a Delaware corporation, and The Boeing
Company, a Delaware corporation ("Boeing").
W I T N E S S E T H:
WHEREAS, XxXxxxxxx Xxxxxxx Corporation ("MDC"), XxXxxxxxx Xxxxxxx
Finance Corporation ("MDFC") and MDFS have entered into an Amended and Restated
Operating Agreement dated effective as of April 12, 1993 (the "1993 Operating
Agreement"), which provides that MDC shall pay MDFS for certain tax savings
realized by MDC as a result of including MDFS and its subsidiaries in its
consolidated return and that MDFS shall pay MDC for certain additional taxes
incurred by MDC as a result of including MDFS and its subsidiaries in such
return.
WHEREAS, as of the date hereof MDC has become a wholly owned subsidiary
of Boeing.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Federal Income Taxes. It is the intention of Boeing to file
its Federal income tax returns on a consolidated basis with MDC and BCSC and its
subsidiaries in accordance with the income tax regulations under Section 1502 of
the Internal Revenue Code of 1986, as amended. With respect to each taxable year
for which such practice remains in effect, Boeing agrees to pay to BCSC an
amount equal to the excess of (i) the amount of Boeing consolidated Federal
income taxes which would be due for such taxable year if such taxes were
computed by excluding BCSC and its subsidiaries, over (ii) the amount of Boeing
consolidated Federal income taxes which would be due for such taxable year if
such taxes were computed including BCSC and its subsidiaries. If for any such
taxable year the amount of taxes computed in accordance with clause (ii) hereof
shall exceed the amount of taxes computed under clause (i), BCSC shall pay
Boeing an amount equal to the excess of the clause (ii) amount over the clause
(i) amount. If subsequent to any payments made by Boeing (or BCSC) pursuant to
this Section 1, Boeing (or BCSC) shall incur Federal income tax losses which
under applicable law could be carried back to the taxable year for which such
payments were made, BCSC (or Boeing) will nevertheless be under no obligation to
repay to Boeing (or BCSC) any portion of such payments.
Section 2. Miscellaneous.
2.1 This Agreement is not and does not constitute a direct or
indirect guarantee by Boeing of any obligation or debt of BCSC.
2.2 This Agreement may be amended, waived or terminated at any
time by written agreement of the parties.
2.3 In no event shall BCSC receive an amount under this Agreement
which is materially less (or be obligated to pay an amount which is materially
greater) than the amount that BCSC would have received (or have paid) under
Section 4 of the 1993 Operating Agreement;
provided that the amount payable hereunder by any party shall be reduced by the
amount that such party is obligated to pay, or increased by the amount that such
party is entitled to receive, under Section 4 of the 1993 Operating Agreement.
BOEING CAPITAL SERVICES CORPORATION
By: /S/ XXXXXX X. XXXXXXXXX
Its: President
THE BOEING COMPANY
By: /S/ XXXX X. XXXXX
Its: Senior Vice President &
Chief Financial Officer
