to discuss the affairs,
finances and accounts of any member of the Cloud Peak Group with the officers of
CPE and CPE LLC and the independent registered public accountants of CPE (the
"Cloud Peak Auditors"), all at such times and as often as the applicable
member(s) of the Rio Tinto Group may reasonably request upon reasonable notice
during normal business hours.
(B)
CPE, CPE LLC AND THEIR RESPECTIVE REPRESENTATIVES SHALL UNDERTAKE TO
ANSWER ANY QUESTIONS RELATED TO THE INFORMATION PROVIDED TO THE APPLICABLE
MEMBER(S) OF THE RIO TINTO GROUP PURSUANT TO THIS ARTICLE VII AND TO PROVIDE, ON
A TIMELY BASIS, ANY ADDITIONAL INFORMATION REASONABLY REQUESTED BY THE
APPLICABLE MEMBER(S) OF THE RIO TINTO GROUP.
7.4.
OTHER AGREEMENTS.
CPE AND CPE LLC AGREE THAT, 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)
MAINTENANCE OF BOOKS AND RECORDS.
CPE AND CPE LLC SHALL, AND SHALL CAUSE
EACH OF THEIR RESPECTIVE CONSOLIDATED SUBSIDIARIES TO, (I) MAKE AND KEEP BOOKS,
RECORDS AND ACCOUNTS, WHICH, IN REASONABLE DETAIL, ACCURATELY AND FAIRLY REFLECT
THE TRANSACTIONS AND DISPOSITIONS OF THE ASSETS OF CPE AND CPE LLC AND SUCH
SUBSIDIARIES AND (II) DEVISE AND MAINTAIN A SYSTEM OF INTERNAL ACCOUNTING
CONTROLS SUFFICIENT TO PROVIDE REASONABLE ASSURANCES THAT: (X) TRANSACTIONS ARE
EXECUTED IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION,
(Y) TRANSACTIONS ARE RECORDED AS NECESSARY (1) TO PERMIT PREPARATION OF
FINANCIAL STATEMENTS IN CONFORMITY WITH GAAP OR ANY OTHER CRITERIA APPLICABLE TO
SUCH STATEMENTS AND (2) TO MAINTAIN ACCOUNTABILITY FOR ASSETS AND (Z) ACCESS TO
ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC
AUTHORIZATION.
(B)
FISCAL YEAR.
CPE AND CPE LLC SHALL, AND SHALL CAUSE EACH OF THEIR
RESPECTIVE CONSOLIDATED SUBSIDIARIES TO, MAINTAIN A FISCAL YEAR WHICH COMMENCES
ON JANUARY 1 AND ENDS ON DECEMBER 31 OF EACH CALENDAR YEAR; PROVIDED THAT, IF ON
THE CLOSING DATE ANY CONSOLIDATED SUBSIDIARY OF CPE OR CPE LLC HAS A FISCAL YEAR
WHICH ENDS ON A DATE OTHER THAN DECEMBER 31, CPE AND CPE LLC SHALL USE THEIR
REASONABLE BEST EFFORTS TO CAUSE SUCH SUBSIDIARY TO CHANGE ITS FISCAL YEAR TO
ONE WHICH ENDS ON DECEMBER 31 IF SUCH CHANGE IS REASONABLY PRACTICABLE.
(C)
PUBLIC INFORMATION AND SEC REPORTS.
CPE SHALL, AND SHALL CAUSE EACH OF
ITS SUBSIDIARIES THAT FILES INFORMATION WITH THE SEC TO, COOPERATE WITH THE
APPLICABLE MEMBER(S) OF THE RIO TINTO GROUP IN PREPARING REPORTS, NOTICES AND
PROXY AND INFORMATION STATEMENTS TO BE SENT OR MADE AVAILABLE BY CPE OR SUCH
SUBSIDIARIES TO THEIR SECURITY HOLDERS, ALL REGULAR, PERIODIC AND OTHER REPORTS
FILED UNDER SECTIONS 13, 14 AND 15 OF THE EXCHANGE ACT BY CPE OR SUCH
SUBSIDIARIES AND ALL REGISTRATION STATEMENTS AND PROSPECTUSES TO BE FILED BY CPE
OR SUCH SUBSIDIARIES WITH THE SEC OR ANY NATIONAL SECURITIES EXCHANGE PURSUANT
TO THE LISTED COMPANY MANUAL (OR SIMILAR REQUIREMENTS) OF SUCH EXCHANGE
(COLLECTIVELY, "CLOUD PEAK PUBLIC FILINGS")
47
and deliver to RTEA,