Tax Allocation And Indemnification Agreement

Exhibit 10.2

TAX ALLOCATION AND INDEMNIFICATION AGREEMENT

TAX ALLOCATION AND INDEMNIFICATION AGREEMENT (this " Agreement" ) dated as of July 1, 2000 among Parent and the Members, on behalf of themselves and their wholly-owned subsidiaries:

WHEREAS, the parties to this Agreement are currently Members of an affiliated group (the " Group" ) within the meaning of Section 1504(a) of the Internal Revenue Code of 1986 (the " Code" ), of which Parent has been the common parent since June 30, 1996;

WHEREAS, Parent has filed or will file consolidated Federal income tax returns (" Group Tax Returns" ) and other tax returns on behalf of the Group for certain periods relevant hereto;

WHEREAS, Parent and the Members of the Group have or may file state income and franchise tax returns on a combined or consolidated basis; and

WHEREAS, Parent and the Members desire to set forth their rights and obligations with respect to certain tax liabilities.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. Definitions. For purposes of this Agreement:

a. Applicable Period; Tax Period. The term " Applicable Period" shall refer to the tax period beginning January 1, 1999 and continue for all subsequent taxable years unless the parties agree in writing to terminate the Agreement. The term " Tax Period" shall refer to all taxable periods beginning or ending in the Applicable Period.

b. Group. The term " Group" shall refer to the affiliated group (within the meaning of Section 1504(a) of the Code) which includes Parent and the Members.

c. Parent. The term " Parent" shall refer to the common parent of the Group.

d. Members. The term " Members" shall refer to those listed in Appendix A and to all corporations that would from time to time be eligible or required to be included in a consolidated Federal income tax return with Parent per Section 11 of this Agreement.

e. Group Tax Liability; Group AMT Liability. The term " Group Tax Liability" shall mean the consolidated Federal income tax liability, if any, reported on the Group Tax Return (as adjusted under Section 8 of this Agreement). For purposes of this Agreement, the term " Group AMT Liability" shall mean the alternative minimum tax liability under Section 55 of the Code, if any, reported on the Group Tax Return (as adjusted under Section 8 of this Agreement).

2. Cooperation in Filing Returns. Parent shall be responsible for preparing the Group Tax Returns for each Tax Period and shall prepare those returns in a manner which fairly reflects the interests of the Members. The Members will cooperate with Parent in the preparation and filing of the Group Tax Returns for each Tax Period, regardless of whether such returns are prepared after the Applicable Period, and provide such assistance and documents, without charge, as may reasonably be requested by Parent for that purpose.

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3. Allocation of Group Tax Liability to Parent and the Members. The Group Tax Liability for each Tax Period shall be allocated among the Parent and the Members as provided in this Section 3 in the following manner:

a. For purposes of this Section 3 of the Agreement, the term Member shall also include Parent.

b. Step 1. The consolidated federal income tax liability of the Affiliated Group, as determined under Treas. Reg. Section 1.1502-2 shall be allocated to the Members in accordance with Treas. Reg. Section 1.1552-1(a)(2) in the following manner:

(i) The separate return tax liability of each Member with Federal income tax liability (a " Profit Member" ) for each Tax Period shall first be ascertained under the applicable provisions of the Code and the Consolidated Return Regulations. Any gain or loss (including a gain or loss attributable to a corporate restructuring) that is treated as recognized by one or more members of an affiliated group under the Code and regulations shall be treated as attributable to that member for purposes of this Agreement. In computing the Federal income tax liability of each Profit Member, the surtax exemption to which the Group as a whole is entitled shall be apportioned among the Profit Members in proportion to their respective separate taxable incomes;

(ii) The separate Federal income tax liabilities of all of the Profit Members computed under Section 3(b)(i) for each Tax Period shall then be aggregated into a single sum; and

(iii) Each Profit Member shall then be allocated a portion of the Group Tax Liability, if any, for each Tax Period equal to the product of (A) the Group Tax Liability for such Tax Period and (B) a fraction, the numerator of which is the separate Federal income tax liability of such Profit Member for such Tax Period determined under Section 3(b)(i) and the denominator of which is the aggregate sum for such Tax Period determined under Section 3(b)(ii).

c. Step 2. An additional amount shall also be allocated to each Profit Member equal to 100 percent of the excess, if any, of (A) the separate return tax liability of such Member for the taxable year determined under Section 3(b)(i) over (B) the tax liability allocated to such Member under Section 3(b)(iii) of this Agreement.

4. Allocation of Group AMT Liability to Parent and the Members. If the Group should incur any Group AMT Liability for any ...