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RECEPTION #: 687451, 05/2112009 at <br />01:37:12 PM, <br />t of 4, R $21.00 Doc Code:ASN <br />Kay Weinland, Routt County, CO <br />ASSIGNMENT OF STATE LEASE <br />Serial Number CO -598 <br />THIS INDENTURE WITNESSETH: <br />THAT WHEREAS, SENECA COAL COMPANY, LLC, a Delaware limited liability company, <br />(known prior to its conversion to a Delaware limited liability company as "Seneca Coal Company ", a <br />Delaware corporation), whose address is PO Box 670, Hayden Colorado 81639 ( "Assignor ") holds the <br />leasehold interest in real property located in the County of Routt, State of Colorado, more particularly <br />described in Exhibit "A" attached hereto and incorporated by reference herein (the "Leasehold Estate "); and <br />WHEREAS Assignor has agreed to assign the Leasehold Estate to SAGE CREEK HOLDINGS, <br />LLC, a Delaware limited liability company, whose address is 701 Market Street, Suite 801, St. Louis MO <br />63101 ( "Assignee "); <br />NOW THEREFORE, for good and valuable consideration, receipt and sufficiency whereof are <br />hereby acknowledged by Assignor, Assignor hereby ASSIGNS AND TRANSFERS to Assignee all of ' <br />Assignor's right, title and interest in and to the Leasehold Estate including, but not limited to, the benefit of all <br />advance royalties paid thereunder and the option to purchase granted to Lessee under the Lease (as <br />hereinafter defined), upon and subject to the following terms and conditions: <br />1. Consideration. This assignment is made for the sum of Ten Dollars ($10.00) and other <br />consideration. Assignor does not reserve any rental, royalty, or other right to payment upon any of the <br />Leasehold Estate, <br />2. Assumption. Assignee expressly assumes all duties and responsibilities of Assignor under <br />the lease agreement and other instruments more particularly described in Exhibit A attached hereto <br />(collectively referred to hereinafter as the "Lease ") which create the Leasehold Estate, including without <br />limitation any duty to pay any rental, royalty, or other payment to any other party, and agrees to indemnify, <br />defend and hold Assignor harmless from and against any and all liability, claims and expenses asserted <br />against Assignor under the Lease, or for any acts or omissions of Assignee in its use and enjoyment thereof. <br />3. No Warranties. Assignor makes NO WARRANTIES express or implied as to the validity or <br />current status of the Leasehold Estate except that Assignor is not in default with respect to any requirement <br />to pay royalties, rentals or other payments under the Lease. <br />4. State Approval. Upon execution of this Assignment, parties shall file for State Board of Land <br />Commissioner's approval of the assignment of the State Lease. <br />Page 1 of 4 <br />