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to and trespass upon its properties, and conversion of coal belonging to Plaintiff; and WHEREAS, these Defendants have denied and continue to deny Plaintiff's allegations that the 1977 and 1978 leases have expired or terminated or that any of the alleged breaches have occurred; and WHEREAS, in order to resolve all claims and counterclaims asserted between Plaintiff and these Defendants in the cap- tioned proceeding, and without admitting the truth or falsity of the matters asserted, these Defendants have agreed to assign all of their right, title, and interest in the leases in dis- pute to American Carbo-Minerals, Corp., a Colorado corporation, a majority of the stock of which is owned by the shareholders of Plaintiff, but to retain and reserve all claims and crossclaims, whether oc not asserted herein, between and among the several defendants; NOW, THEREFORE, the parties hereby stipulate and agree: STIPULATION 1. Defendant TBM hereby unconditionally and irrevocably transfers, assigns and conveys unto American Carbo-Minerals, Corp, all of its right, title and interest in and to the entire coal estate in the lands described in Exhibit "A" attached hereto and covered by the 1977 Lease, the 1978 Lease, and the 1982 Oral Lease. Provided, however, TBM shall remain subject to and continue to be liable for all obligations accruing under the terms of the aforesaid leases prior to the date of this assignment including, without limitation, the payment of royal- ties due on all coal mined, sold and shipped from the leased premises, the payment of all taxes due with respect to the leased premises and all coal mined therefrom, and the obliga- tion to reclaim those lands mined or affected by TBM prior to the effective date of the transfer of the Mining Permit to American Carbo-Minerals, Corp. as provided in paragraph 2 below. In addition, defendants Vance Mills and TBM expressly retain and reserve all rights, claims, causes of action and defenses they may have against the other defendants in this action arising from said agreements, leases, related agreements oc operations conducted thereunder. 2. Defendant TBM will tender to the First National Bank of Trinidad Mining Permit No. C-048-81 issued to TBM by the Colorado Mined Land Reclamation Division on December 13, 1982, except the loadout (the "Mining Permit"), pursuant to paragraph 3 of the Second Amendment Agreement dated September -2-