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EXHIBIT 10.9
SCHEDULE A
TAX ALLOCATION AGREEMENT
TAX ALLOCATION
AGREEMENT, made this 1st day of June, 1982, by and among
Laidlaw 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 al
