1
EXHIBIT 10.9
SCHEDULE A
TAX ALLOCATION AGREEMENT
TAX ALLOCATION AGREEMENT, made this 1st day of June, 1982, by and among
Xxxxxxx Transportation, Inc. ("Parent") and the subsidiaries of Parent that are
includible in the consolidated federal income tax return of the Parent
affiliated group for the taxable year beginning on September 1, 1981 or for any
subsequent taxable year with respect to which Parent files a consolidated
federal income tax return as the common parent corporation of an affiliated
group (the "Subsidiaries").
Parent and the Subsidiaries (the "Affiliated Group") wish to provide
for payment of the consolidated federal income tax liability of the Affiliated
Group by Parent; for the contribution to such payment by the various members of
the Affiliated Group, including Parent to which such liability is attributable
in whole or in part; and for the reimbursement by members of the Affiliated
Group that benefit from any losses or credits of members of the Affiliated Group
in an amount which is agreed upon in writing annually by affected members.
In consideration of the foregoing, and of the mutual covenants and
promises herein contained, Parent and the Subsidiaries agree as follows:
1. Tax Liability of Group. The tax liability of the Affiliated Group for
the taxable year in question shall be the consolidated tax liability as
determined in Form 1120 (Corporate Income Tax Return) filed by the
members of the Group. In years in which a consolidated tax liability
exists, each member (including Parent, as the case may be) shall make
payment to the Parent of an amount no less than its pro-rata share of
such liability. This amount shall be derived by a formula in which the
aggregate of all separate tax return liabilities is the denominator and
each member's separate tax liability is the numerator. The separate
return liabilities shall be determined by applying consolidated return
limitations on all appropriate items such as capital gains, investment
tax credits and charitable contributions.
2. Tax Benefits of Group. The tax benefits enjoyed by the Affiliated Group
for the taxable year in question as a result of losses, deductions or
credits of any member or members of the Affiliated Group shall be
ascertained by comparing the consolidated tax return liability to the
sum of the separate tax return liabilities of all members with such
liabilities. The tax benefits will then be allocated to each of those
members who actually contributed such benefits. Each such member who
contributed benefits will be compensated by those members who realized
the benefits in an amount determined annually as negotiated between the
members. Such amount of negotiated payment represents the "Tax Benefit
Liability".
-1-
2
3. Payment for Tax Benefits of Group. The Tax Benefit Liability shall be
paid to the respective Members within a reasonable time period after
the annual filing of the consolidated tax return. All computations of
tax benefit amounts shall be substantiated by specific records
maintained by the Affiliated Group.
4. Adjustments. Any adjustment of income, deduction or credit that results
after the taxable year in question by reason of any carryback, amended
return, claim for refund, or audit shall be given effect by
redetermining amounts payable and reimbursable for such taxable year
hereunder as if such adjustment had been part of the original
determination hereunder. The amount of any adjustment shall reflect any
interest actually due to the United States or to the Affiliated Group
as a result thereof. Any penalties imposed with respect to any
consolidated return filed on behalf of the Affiliated Group shall be
the sole responsibility of Parent. Cessation of membership in the
Affiliated Group shall not deprive a corporation of its Tax Benefit
Liability amounts, or of any payment otherwise due to it, hereunder.
5. Payments. The Parent may request from any member of the Affiliated
Group a contribution towards estimated tax payments in an amount equal
to the expected pro-rata portion of the consolidated tax liability of
each such member. Such requested payments shall be offset against the
final liability of each such member and appropriate refunds or requests
for additional payments shall be made whenever the consolidated tax
liability for the year becomes reasonably ascertainable.
6. Effective Date. The Agreement shall be effective for the taxable year
of the Affiliated Group ended August 31, 1982 and for all taxable years
thereafter.
7. Governing Law. This Agreement shall be governed by the laws applicable
to contracts entered into and to be fully performed within the State of
Illinois by residents thereof.
8. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of, the parties hereto and their respective
successors and assigns.
-2-
