OF THE COMPUTATION AND ADHERENCE TO THE METHODOLOGY
SPECIFIED IN THIS AGREEMENT AND, EXCEPT AS SET FORTH IN THE LAST SENTENCE OF
THIS SECTION 11.05(A), SUCH AUDIT SHALL NOT BE BINDING ON THE PARTIES.
THE
AUDITING FIRM SHALL PROVIDE ITS REPORT TO BOTH KERR-MCGEE AND TRONOX.
NO OTHER
AUDIT SHALL BE CONDUCTED WITH RESPECT TO THE TRANSFER OR ALLOCATION OF PLAN
ASSETS.
THE COSTS OF SUCH AUDIT SHALL BE SHARED PROPORTIONATELY TO THE ASSET
SPLIT BETWEEN KERR-MCGEE AND TRONOX, OR, AT EACH COMPANY'S DISCRETION AND TO THE
EXTENT ALLOCABLE THERETO, BY THEIR RESPECTIVE RETIREMENT PLANS.
TO THE EXTENT
SUCH AUDIT RECOMMENDS A CHANGE TO THE VALUE OF ASSETS ALLOCATED TO ANY TRONOX
PLAN OF LESS THAN 0.25% OF THE AMOUNT ORIGINALLY DETERMINED BY KERR-MCGEE'S
ACTUARIES UNDER EACH OF SECTIONS 4.02 AND 8.03, AS APPLICABLE TO EACH TRANSFER,
THE ORIGINAL DETERMINATION SHALL BE BINDING ON THE PARTIES AND SHALL NOT BE
SUBJECT TO THE DISPUTE RESOLUTION PROCESS PROVIDED UNDER THE PRINCIPAL
AGREEMENT.
TO THE EXTENT SUCH AUDIT RECOMMENDS SUCH A CHANGE OF 0.25% OR MORE,
ANY UNRESOLVED DISPUTE BETWEEN THE PARTIES AS TO WHETHER AND
31
HOW TO MAKE ANY CHANGE IN RESPONSE TO SUCH RECOMMENDATION SHALL BE SUBJECT TO
THE DISPUTE RESOLUTION PROCESS PROVIDED UNDER THE PRINCIPAL AGREEMENT.
(B)
AUDIT RIGHTS WITH RESPECT TO INFORMATION
PROVIDED.
(1)
EACH OF KERR-MCGEE AND TRONOX, AND THEIR
RESPECTIVE DULY AUTHORIZED REPRESENTATIVES, SHALL HAVE THE RIGHT TO CONDUCT
AUDITS WITH RESPECT TO ALL INFORMATION PROVIDED TO IT BY THE OTHER PARTY.
THE
PARTY CONDUCTING THE AUDIT (THE "AUDITING PARTY") SHALL HAVE THE SOLE DISCRETION
TO DETERMINE THE PROCEDURES AND GUIDELINES FOR CONDUCTING AUDITS AND THE
SELECTION OF AUDIT REPRESENTATIVES UNDER THIS SECTION 11.05(B); PROVIDED, THAT
AUDITS WITH RESPECT TO THE ALLOCATION OR TRANSFER OF PLAN ASSETS AND LIABILITIES
SHALL BE SUBJECT ONLY TO SECTION 11.05(A).
THE AUDITING PARTY SHALL HAVE THE
RIGHT TO MAKE COPIES OF ANY RECORDS AT ITS EXPENSE, SUBJECT TO THE
CONFIDENTIALITY PROVISIONS SET FORTH IN THE PRINCIPAL AGREEMENT, WHICH ARE
INCORPORATED BY REFERENCE HEREIN.
THE PARTY BEING AUDITED SHALL PROVIDE THE
AUDITING PARTY'S REPRESENTATIVES WITH REASONABLE ACCESS DURING NORMAL BUSINESS
HOURS TO ITS OPERATIONS, COMPUTER SYSTEMS, AND PAPER AND ELECTRONIC FILES, AND
PROVIDE WORKSPACE TO ITS REPRESENTATIVES.
AFTER ANY AUDIT IS COMPLETED, THE
PARTY BEING AUDITED SHALL HAVE THE RIGHT TO REVIEW A DRAFT OF THE AUDIT FINDINGS
AND TO COMMENT ON THOSE FINDINGS IN WRITING WITHIN TEN BUSINESS DAYS AFTER
RECEIVING SUCH DRAFT.
(2)
THE AUDITING PARTY'S AUDIT RIGHTS UNDER
THIS SECTION 11.05(B) SHALL INCLUDE THE RIGHT TO AUDIT, OR PARTICIPATE IN AN
AUDIT FACILITATED BY THE PARTY BEING AUDITED, OF ANY SUBSIDIARIES AND AFFILIATES
OF THE PARTY BEING AUDITED AND OF ANY BENEFIT PROVIDERS AND THIRD PARTIES WITH
WHOM THE PARTY BEING AUDITED HAS A RELATIONSHIP, OR AGENTS OF SUCH PARTY, TO THE
EXTENT ANY SUCH PERSONS ARE AFFECTED BY OR ADDRESSED IN THIS AGREEMENT
(COLLECTIVELY, THE "NON-PARTIES").
THE PARTY BEING AUDITED SHALL, UPON WRITTEN
REQUEST FROM THE AUDITING PARTY, PROVIDE AN INDIVIDUAL (AT THE AUDITING PARTY'S