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<br />ASSIGNMENT OF VENTURE INTEREST
<br />THIS ASSIGNMENT, made this 31st day of March, 1983, by WESTERN UTILITY
<br />CORPORATION ("Assignor"), a Colorado corporation at Suite 900, Three Park Central,
<br />1515 Arapahoe, Denver, Colorado 80202, to PEABODY COAL COMPANY ("Assignee"), a
<br />Delaware corporation at 301 North Memorial Drive, St. Louis, Missouri 63102;
<br />For and in consideration of the purchase price paid by Assignee to Assignor under o
<br />certain Contract for The Purchase of Venture Interest, dated March 31, 1983, (the "Con-
<br />tract"), and for other valuable consideration, the receipt and sufficiency of which are
<br />hereby acknowledged, Assignor does hereby ASSIGN, TRANSFER, CONVEY, AND
<br />GRANT unto Assignee, and to its successors and assigns forever all of Assignor's right,
<br />title and interest (the "interest") in and to (I.) a certain joint venture ("Venture"), named
<br />Seneca Coals, Ltd., which Venture was formed under a certain joint venture agreement,
<br />dated July 31, 1963, as amended, and of which Assignor and Assignee are the sole Ven-
<br />turers and (2.) any and all of the Venture's assets, including, but not limited to, those
<br />principal real and personal property assets listed respectively on Appendices A and B
<br />attached hereto and made a part hereof, and in particular, a certain Amended Revised
<br />Coal Supply Agreement, dated December I, 1971, as amended, between Seneca Coals,
<br />Ltd., and Colorado-Ute Electric Association, Inc., and Salt River Project Agricultural
<br />Improvement and Power District.
<br />Assignor, for itself and its successors and assigns, does hereby covenant and war-
<br />rant: that Assignor is the sole owner of the said Interest; that the Interest is free and
<br />clear of all liens and encumbrances of every nature whatever arising from the acts or
<br />omissions of Assignor except those related to Venture operations and obligations, claims
<br />of Assignee ar claims of third parties under leases, coal supply agreements or other
<br />agreements and instruments to which Assignee or the Venture is a party or under which
<br />either is obligated; and that Assignor will forever warrant and defend Assignee, its
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