DISTRIBUTING GROUP
AND THE MEMBERS OF THE TRONOX GROUP.
7
SECTION 2.02
DESIGNATION AS AGENT.
EACH MEMBER OF THE TRONOX
GROUP HEREBY IRREVOCABLY AUTHORIZES AND DESIGNATES DISTRIBUTING AS ITS AGENT,
COORDINATOR AND ADMINISTRATOR FOR THE PURPOSE OF TAKING ANY AND ALL ACTIONS
(INCLUDING THE EXECUTION OF WAIVERS OF APPLICABLE STATUTES OF LIMITATIONS)
NECESSARY OR INCIDENTAL TO (I) THE FILING OF ANY FEDERAL TAX OR COMBINED TAX
RETURN (INCLUDING ANY AMENDED RETURN), (II) THE CLAIMING OF ANY REFUND, CREDIT
OR OFFSET OF FEDERAL TAX OR COMBINED TAX (EVEN WHERE AN ITEM OR TAX ASSET GIVING
RISE TO ANY SUCH REFUND, CREDIT OR OFFSET ARISES IN A POST-DECONSOLIDATION
PERIOD), (III) THE CONTROL OF ANY PROCEEDING AND (IV) THE MAKING OF ANY PAYMENTS
TO, OR COLLECTING REFUNDS FROM, ANY TAXING AUTHORITY, IN EACH CASE RELATING ONLY
TO FEDERAL TAXES OR COMBINED TAX FOR ANY PRE-DECONSOLIDATION PERIOD.
DISTRIBUTING COVENANTS TO TRONOX THAT IT SHALL BE RESPONSIBLE TO SEE THAT ALL
SUCH ADMINISTRATIVE MATTERS RELATING THERETO SHALL BE HANDLED PROMPTLY AND
APPROPRIATELY.
SECTION 2.03
PRE-DECONSOLIDATION PERIOD RETURNS
A)
PREPARATION OF RETURNS.
DISTRIBUTING
SHALL PREPARE, IN ACCORDANCE WITH APPLICABLE LAW, THE FEDERAL TAX RETURN AND
COMBINED TAX RETURNS OF THE DISTRIBUTING CONSOLIDATED GROUP FOR ALL
PRE-DECONSOLIDATION PERIODS.
DISTRIBUTING SHALL HAVE THE RIGHT WITH RESPECT TO
SUCH RETURNS TO DETERMINE (I) THE MANNER IN WHICH SUCH RETURNS SHALL BE PREPARED
AND FILED, INCLUDING, WITHOUT LIMITATION, THE MANNER IN WHICH ANY ITEM OF
INCOME, GAIN, LOSS, DEDUCTION OR CREDIT SHALL BE REPORTED, (II) WHETHER ANY
EXTENSIONS SHOULD BE REQUESTED AND (III) THE ELECTIONS THAT WILL BE MADE BY ANY
MEMBER OF THE DISTRIBUTING GROUP OR THE TRONOX GROUP.
DISTRIBUTING SHALL
CONSULT WITH REPRESENTATIVES OF TRONOX IN EXERCISING ITS RIGHTS SET FORTH IN THE
PRECEDING SENTENCE.
ANY RETURN WITH RESPECT TO A PRE-DECONSOLIDATION PERIOD,
OTHER THAN THE FEDERAL TAX RETURN AND COMBINED TAX RETURNS, SHALL BE PREPARED BY
THE PARTY REQUIRED TO FILE SUCH RETURN UNDER APPLICABLE LAW.
B)
DELIVERY OF TAX PACKAGES.
NO LATER THAN
JULY 15, 2006, TRONOX SHALL PREPARE AND DELIVER TO DISTRIBUTING TAX PACKAGES
THAT INCLUDE INFORMATION OF THE TRONOX GROUP FOR ANY TAXABLE PERIOD IN WHICH A
MEMBER OF THE TRONOX GROUP FILES FEDERAL TAX RETURNS OR COMBINED TAX RETURNS
WITH A MEMBER OF THE DISTRIBUTING GROUP, PROVIDED THAT IF ANY COMBINED TAX
RETURN IS REQUIRED TO BE FILED (TAKING INTO ACCOUNT AVAILABLE EXTENSIONS) ON OR
PRIOR TO SEPTEMBER 15, 2006, TRONOX SHALL PREPARE AND DELIVER TAX PACKAGES TO
DISTRIBUTING NO LATER THAN 60 DAYS PRIOR TO THE DUE DATE FOR FILING SUCH RETURN.
C)
ALLOCATION.
DISTRIBUTING MAY, AT ITS
OPTION, ELECT AND TRONOX SHALL JOIN DISTRIBUTING (IF NECESSARY) IN ELECTING TO
RATABLY ALLOCATE ITEMS (OTHER THAN EXTRAORDINARY ITEMS) OF THE TRONOX GROUP IN
ACCORDANCE WITH THE RELEVANT PROVISIONS OF TREASURY REGULATION SECTION 1.1502-76
AND ANY COMPARABLE PROVISION OF STATE, LOCAL OR FOREIGN LAW.
IF DISTRIBUTING
EXERCISES ITS OPTION TO MAKE SUCH AN ELECTION, EACH MEMBER OF THE TRONOX GROUP
SHALL PROVIDE A STATEMENT STATING ITS CONSENT TO SUCH ELECTION AS REQUIRED UNDER