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<br />AUG 1 U 5985
<br />SPECIAL WARRANTY DEED
<br />
<br />MINED LAND
<br />RECLAMATION DIVISION
<br />THIS DEED, dated effective as of August 8, 1985, is
<br />from UNITED STATES STEEL CORPORATION, a Delaware corporation
<br />("Grantor"), 600 Grant Street, Pittsburgh, Pennsylvania
<br />15230, to ATLANTIC RICHFIELD COMPANY, a Delaware corporation
<br />("Grantee"), 555 Seventeenth Street, Denver, Colorado 80202.
<br />NOW, THEREFORE, in consideration of $100.00 and
<br />other good and valuable consideration, the receipt and suf-
<br />ficiency of which are hereby acknowledged, Grantor, as suc-
<br />cessor in interest by merger and consolidation to Columbia-
<br />Geneva Steel Division, United States Steel Corporation, a
<br />New Jersey corporation ("US Steel New Jersey"), has granted,
<br />bargained, sold and conveyed and by these presents does
<br />grant, bargain, sell and convey unto Grantee, subject to the
<br />reservation described below and the other matters described
<br />herein, the lots or parcels of land located in the County of
<br />Gunnison, State of Colorado, and described in Exhibit A,
<br />attached hereto and incorporated herein, together with all
<br />the hereditaments and appurtenances thereunto belonging (all
<br />of the foregoing being herein called the "Subject Property");
<br />TO HAVE AND TO HOLD the Subject Property unto
<br />Grantee and its successors and assigns forever;
<br />Provided, however, that Grantor hereby reserves and
<br />excepts in favor of itself, its successors and assigns for-
<br />ever, the following:
<br />1. All coal, oil and gas, geothermal resources
<br />and all other minerals of whatever nature and kind located
<br />in, on or under the Subject Property.
<br />2. A right-of-way and easement for reasonable
<br />access over, under, across and through the Subject Property
<br />for the purpose of conducting mining operations, including
<br />but not limited to oil and gas operations, upon the Subject
<br />Property and upon adjacent properties owned or leased by
<br />Grantor, including without limitation a right-of-way and
<br />easement for future road access to Bear Creek Canyon; pro-
<br />vided, however, that Grantor's right of access (i) shall not
<br />unreasonably interfere with Grantee's operations upon the
<br />Subject Property or with Grantee's Mt. Gunnison Mine opera-
<br />tions, and (ii) is conditioned upon Grantor receiving Grant-
<br />ee's prior written approval, which approval .shall not be
<br />unreasonably withheld. The terms and conditions set forth
<br />in this paragraph shall bind and inure to the benefit of
<br />Grantor, Grantee and their respective successors and assigns.
<br />This Deed, and the special warranty of title set
<br />forth below, are in all respects subject to the matters set
<br />forth in Exhibit B, attached hereto and incorporated herein.
<br />This Deed is executed without warranty of any kind,
<br />either express or implied, except that Grantor specially
<br />warrants and agrees to defend the title to the Subject Prop-
<br />erty against the lawful claims and demands of all persons
<br />claiming the same or any part thereof by, through or under
<br />US Steel New Jersey or Grantor, but not otherwise.
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