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0 ley
<br /> RIGHT OF ENTRY AGREEMENT
<br /> THIS RIGHT OF ENTRY AGREEMENT ("Agreement") is entered into this e day of July,
<br /> 2014, by and between Cottonwood Land Company, a Delaware corporation, hereinafter referred
<br /> to as"Owner"with a business address of 701 Market Street, Suite 972, St. Louis, Missouri 63101
<br /> and Peabody Williams Fork Mining, LLC, a Delaware limited liability company, hereinafter
<br /> referred to as "Operator", with a business address of 701 Market Street, Suite 766, St. Louis,
<br /> Missouri 63101.
<br /> WHEREAS, Owner owns or controls surface lands and facilities in Routt County,
<br /> Colorado associated with the Red Rock Pit and surrounding permit area ("Property"), more
<br /> particularly described in the attached Exhibit A to Right of Entry Agreement and shown on the
<br /> attached Exhibit B to Right of Entry Agreement, both of which are incorporated by reference
<br /> herein and made a part of this Agreement;
<br /> WHEREAS, Owner and Operator are affiliated and are indirect wholly owned subsidiary
<br /> companies under Peabody Investments Corp, a Delaware corporation;
<br /> WHEREAS, Operator has acquired or will acquire a permit(s) for the purposes of
<br /> excavating and mining rock and related support activities on and at the Property, and by
<br /> execution of this Agreement Owner is providing Operator the right to enter the Property for the
<br /> purpose of supporting and assisting Operators operations as outlined below.
<br /> WITNESSETH
<br /> Now, therefore, in consideration of$1.00 and full compliance with the covenants set forth
<br /> below, Owner and Operator agree to as follows.-
<br /> 1. Owner hereby grants unto Operator a non-exclusive right of entry to enter upon the
<br /> Property for any and all uses, purposes, and operations, as relevant to the Operator's
<br /> permit applications and requirements including, but not limited to, mining, removal and
<br /> transporting rock to and for use in, on, or at Operator's nearby lands and facilities, as
<br /> needed.
<br /> 2. No title or real property interest other than the right of entry is being transferred or
<br /> conveyed by this Agreement.
<br /> 3. This Agreement is applicable only to that specific Property as described on the attached
<br /> Exhibit A.
<br /> 4. This Agreement shall have an indefinite term until such time as either: (a) the Property
<br /> is conveyed, transferred, assigned, or quitclaimed by the Owner, or (b) Operator
<br /> provides sixty (60) days written notice to Owner of termination of the Agreement. In the
<br /> event of termination under this paragraph, Routt County shall have whatever time
<br /> specified in its lease agreement with Operator that is contemplated and referenced in
<br /> paragraph 7 herein.
<br /> 5. Operator shall fully indemnify, defend, and save harmless Owner, its officers, agents,
<br /> consultants, and contractors from and against any and all liabilities, losses, damages,
<br /> costs, claims, suits for damages, attorneys' fees, and any other expenses of any kind,
<br /> whether directly or indirectly arising from Operator's operations, uses, and rights upon, in
<br /> and under the Property.
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