AS MAY BE NECESSARY TO REPORT SUCH INFORMATION IN
ACCORDANCE WITH JORC AND/OR SEC INDUSTRY GUIDE 7 OR AS MAY BE REASONABLY
REQUESTED BY RTEA OR ITS AFFILIATES FROM TIME TO TIME, AND ANY CHANGES IN SUCH
PROCEDURES OR PRACTICES THAT ARE REQUIRED IN ORDER TO COMPLY WITH THE RULES AND
REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY, INCLUDING THE SEC AND ANY
OTHER GOVERNMENTAL AUTHORITIES LOCATED IN AUSTRALIA, THE UNITED KINGDOM OR THE
UNITED STATES OF AMERICA, AS APPLICABLE.
IN THE EVENT THAT ANY MEMBER OF THE
RIO TINTO GROUP REQUESTS ANY SUCH AMENDMENT OR MODIFICATION, SUCH MEMBER OF THE
RIO TINTO GROUP SHALL DELIVER IN WRITING NO LATER THAN FORTY-FIVE (45) DAYS
PRIOR TO THE TIME ANY SUCH AMENDMENT OR MODIFICATION IS TO BE IN EFFECT AN
UPDATED VERSION OF SCHEDULE 7.2(A), WHICH UPDATED VERSION SHALL REPLACE IN ITS
ENTIRETY ANY PREVIOUSLY DELIVERED VERSIONS OF SUCH SCHEDULE.
(D)
THE RIO TINTO PARTIES SHALL HAVE THE RIGHT TO REVIEW AND AUDIT THE
CORPORATE RESERVES DATA PROVIDED PURSUANT TO THIS SECTION 7.2.
THE CLOUD PEAK
PARTIES HEREBY AGREE TO PROVIDE TO THE RIO TINTO PARTIES OR ANY REPRESENTATIVE
OF THE RIO TINTO PARTIES SUCH RECORDS AND OTHER INFORMATION AND ACCESS TO CLOUD
PEAK PERSONNEL AS MAY BE REQUIRED IN CONNECTION WITH ANY SUCH REVIEW OR AUDIT
PURSUANT TO THIS SECTION 7.2(D).
THE RIO TINTO PARTIES HEREBY AGREE TO
REIMBURSE THE CLOUD PEAK PARTIES FOR THE REASONABLE OUT-OF-POCKET COSTS, IF ANY,
FOR THE PROVISION OF SUCH INFORMATION OR ACCESS.
7.3.
OTHER FINANCIAL INFORMATION.
FOR SO LONG AS CPE AND CPE LLC ARE
REQUIRED TO PROVIDE INFORMATION TO ANY MEMBER OF THE RIO TINTO GROUP PURSUANT TO
SECTION 7.1 OR SECTION 7.2:
(A)
CPE AND CPE LLC SHALL PROVIDE TO THE APPLICABLE MEMBER(S) OF THE RIO TINTO
GROUP UPON REQUEST SUCH OTHER FINANCIAL INFORMATION AND ANALYSES OF CPE, CPE LLC
AND THEIR RESPECTIVE SUBSIDIARIES THAT MAY BE NECESSARY FOR ANY MEMBER OF THE
RIO TINTO GROUP OR AS IS REASONABLY REQUESTED BY ANY MEMBER OF THE RIO TINTO
GROUP TO (1) COMPLY WITH APPLICABLE FINANCIAL REPORTING REQUIREMENTS OR ITS
CUSTOMARY FINANCIAL REPORTING PRACTICES OR (2) RESPOND IN A TIMELY MANNER TO ANY
REASONABLE REQUESTS FOR INFORMATION REGARDING CPE, CPE LLC AND THEIR RESPECTIVE
SUBSIDIARIES RECEIVED BY ANY MEMBER OF THE RIO TINTO GROUP FROM INVESTORS,
FINANCIAL ANALYSTS OR ANY GOVERNMENTAL AUTHORITY; PROVIDED, HOWEVER, THAT
NEITHER RTEA NOR ANY MEMBER OF THE RIO TINTO GROUP SHALL DISCLOSE ANY MATERIAL,
NON-PUBLIC INFORMATION OF CPE OR CPE LLC EXCEPT (I) PURSUANT TO POLICIES AND
PROCEDURES MUTUALLY AGREED UPON BY THE APPLICABLE MEMBER(S)
46
of the Rio Tinto Group and the Cloud Peak Group for the disclosure of such
information or (ii) as otherwise required by applicable Law.
In connection
therewith, CPE and CPE LLC shall also permit any member of the Rio Tinto Group,
the independent registered public accountants of the applicable member(s) of the
Rio Tinto Group (the "Rio Tinto Auditors") and other Representatives or advisors
of the Rio Tinto Group (including legal counsel)