WITH ALL REASONABLE
REQUESTS FROM THE OTHER PARTY IN CONNECTION WITH THE PREPARATION AND FILING OF
TAX RETURNS, CLAIMS FOR REFUND, AND AUDITS CONCERNING ISSUES OR OTHER MATTERS
COVERED BY THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COOPERATING IN MEETING
THOSE DEADLINES AS ESTABLISHED AND REASONABLY DETERMINED BY ALTRIA TO BE
NECESSARY TO FACILITATE THE TIMELY FILING OF ANY UNITED STATES CONSOLIDATED
FEDERAL INCOME TAX RETURN OF THE ALTRIA CONSOLIDATED RETURN GROUP).
SUCH
COOPERATION SHALL INCLUDE, WITHOUT LIMITATION:
(I)
THE RETENTION UNTIL THE EXPIRATION OF THE APPLICABLE STATUTE OF
LIMITATIONS, AND THE PROVISION UPON REQUEST, OF TAX RETURNS, BOOKS, RECORDS
(INCLUDING INFORMATION REGARDING OWNERSHIP AND TAX BASIS OF PROPERTY),
DOCUMENTATION AND OTHER INFORMATION RELATING TO THE TAX RETURNS, INCLUDING
ACCOMPANYING SCHEDULES, RELATED WORK PAPERS, AND DOCUMENTS RELATING TO RULINGS
OR OTHER DETERMINATIONS BY TAXING AUTHORITIES;
(II)
THE EXECUTION OF ANY DOCUMENT THAT MAY BE NECESSARY OR REASONABLY
HELPFUL IN CONNECTION WITH ANY AUDIT, OR THE FILING OF A TAX RETURN OR REFUND
CLAIM BY A MEMBER OF THE ALTRIA NON-FOOD GROUP OR THE KRAFT GROUP, INCLUDING
CERTIFICATION, TO THE BEST OF A PARTY'S KNOWLEDGE, OF THE ACCURACY AND
COMPLETENESS OF THE INFORMATION IT HAS SUPPLIED;
(III)
FOR EACH TAXABLE YEAR OF THE ALTRIA CONSOLIDATED RETURN GROUP FOR
WHICH A UNITED STATES CONSOLIDATED FEDERAL INCOME TAX RETURN IS FILED THAT
INCLUDES ANY PRE-DISTRIBUTION PERIOD OF THE KRAFT GROUP, THE USE OF THE SAME TAX
PREPARATION SOFTWARE REQUIRED TO FACILITATE THE FILING OF THE ALTRIA GROUP
CONSOLIDATED RETURN;
(IV)
THE USE OF THE PARTY'S BEST EFFORTS TO OBTAIN ANY DOCUMENTATION
THAT MAY BE NECESSARY OR REASONABLY HELPFUL IN CONNECTION WITH ANY OF THE
FOREGOING. EACH PARTY SHALL MAKE ITS EMPLOYEES AND FACILITIES AVAILABLE ON A
REASONABLE AND MUTUALLY CONVENIENT BASIS IN CONNECTION WITH THE FOREGOING
MATTERS; AND
(V)
THE PARTICIPATION IN REGULARLY SCHEDULED MEETINGS BETWEEN THE
PARTIES TO FURTHER THE PURPOSES OF THIS AGREEMENT.
(B)
IF A PARTY FAILS TO COMPLY WITH ANY OF ITS OBLIGATIONS SET FORTH
IN SECTION 9.03(A) OF THIS AGREEMENT UPON REASONABLE REQUEST AND NOTICE BY THE
OTHER PARTY, AND SUCH FAILURE RESULTS IN THE IMPOSITION OF ADDITIONAL TAXES, THE
NONPERFORMING PARTY SHALL BE LIABLE IN FULL FOR SUCH ADDITIONAL TAXES.
9.04
Retention of Records.
A Party intending to dispose of
documentation of Altria (or any other member of Altria Non-Food Group) or Kraft
(or any other member of Kraft Group), including without limitation, books,
records, Tax returns and all supporting schedules and information relating
thereto (after the expiration of the
15
applicable statute of limitations), which relates to Tax returns described in
Section 2.04 (to the extent it affects the separate Tax liability of Kraft (or
any other member of Kraft Group) or Altria (or any other member of Altria
Non-Food Group) shall provide written notice to the other Party describing the
documentation to be destroyed or disposed of at least sixty days prior to taking
such action.
The other Party may arrange to take delivery of the documentation
described in the notice at its expense during the