EXHIBIT 10.7
TAX AGREEMENT
BETWEEN
KRONOS, INC.
AND
KRONOS INTERNATIONAL, INC.
AGREEMENT, dated as of 5-28, 2002, by and between Kronos, Inc. (KI), a Delaware
corporation having its principal executive offices at 000 Xxxxxxxx Xxx., 0xx
Xxxxx, Xxxxxxxxxx, XX 00000 and Kronos International, Inc. (KII), a Delaware
corporation, having its principal offices at Xxxxxxxxxxxx 0, X-00000 Xxxxxxxxxx,
Xxxxxxx.
WHEREAS, KII is a wholly-owned subsidiary of KI;
WHEREAS, the common parent of KI and KII (Common Parent) is eligible to file
consolidated returns of U.S. federal income taxes;
WHEREAS, KI and KII are subject to U.S. combined state or local tax reporting in
accordance with and subject to certain jurisdictional limitations;
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WHEREAS, KI and KII wish to cause KII to provide the cash necessary to finance
the additional U.S. federal income taxes and U.S. combined state or local income
taxes, if any, which the Common Parent or KI may have to pay with respect to
income economically allocable to KII.
NOW, THEREFORE, in consideration of the promises and agreements herein
contained, the parties agree to what follows:
1. KI shall calculate the liability of KII for U.S. federal income taxes
as if KII were a separate taxpayer using tax elections consistent with
KI's tax elections. KII shall make distributions to or receive
contributions from KI in the amount it would have paid or received from
the U.S. Internal Revenue Service had it not been included in the
consolidated U.S. federal income tax return filed by the Common Parent
but rather were a separate taxpayer. Contributions for refunds are
limited to amounts previously distributed under this Agreement.
2. The foregoing principles contained in Section 1 shall apply in similar
fashion to any U.S. combined, state or local income tax returns,
containing KII and any other U.S. filing group member, which may be
filed.
3. This Agreement may be amended, modified, superseded or cancelled only
by a written instrument executed by both parties.
4. This Agreement shall be construed and enforced in accordance with the
laws of Germany without regard to conflicts of laws provisions.
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5. This Agreement shall be effective as of January 1, 2002.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.
KRONOS, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------
Xxxxxx X. Xxxxx
KRONOS INTERNATIONAL, INC.
By: /s/ Xx. Xxxxxx Xxxxx /s/ Xxxxxx Xxxx
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Xx. Xxxxxx Xxxxx Xxxxxx Xxxx
