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.. ~II II~II~II~II~~ I~~ RECEIVED MAR 311993 7~RMINATION AGREEMENT AND RELEA E Division of +w;+e~as es ~eo+ogy THIS TERMINATION AGREEMENT AND RELEASE ("this Agreement") is made this 31st day of August, 1992 ("Termination Date"), by and between the Denver and Rio Grande Western Railroad Company ("D&RG") and Sun Coal Company, Inc. ("Sun Coal"). Recitals WHEREAS, on July 30, 1976 D&RG and Sun Coal entered into a Lease of certain real property located in Routt County, Colorado; and WHEREAS, on January. 6, 1977 D&RG and Sun Coal entered into a Private Way License of certain real property located in Routt County, Colorado; and WHEREAS, on July 30, 1976 D&RG and Sun Coal entered into a Trackage Agreement involving the construction of railroad track on certain real property located in Routt County, Colorado and owned by D&RG; and WHEREAS, D&RG and Sun Coal wish to terminate the Lease, the Private Way License and the Trackage Agreement (sometimes hereinafter collectively referred to as "the three Agreements"). NOW, THEREFORE, in consideration of the mutual convenants and promises herein contained, D&RG and Sun Coal agree as follows: 1. Effective as of the Termination date, the Lease, the Private Way License and the Trackage Agreement are hereby fully, unconditionally and finally terminated, and, subject to paragraphs 3 and 4 hereof, neither party hereto shall have any further obligation or responsibility with respect to any of the three Agreements. 2. Except for matters which may arise under paragraph 4 hereafter, all real property belonging to D&RG which is the subject of the three Agreements shall remain the property of D&RG and is hereby accepted by D&RG in its "as-is" condition upon the termination of the three Agreements. All personal property and fixtures currently situated on said real property of D&RG shall become the property of D&RC in its "as-is" condition without representation or warranty, and Sun Coal shall leave no further liability or responsibility whatsoever for repairing, maintaining or removing said personal property and fixtures. 3. D&RG shall defend, indemnify and Bold harmless Sun Coal and all of its directors, officers, shareholders, and employees from any and all liabilities of or caused by D&RG under any of the three Agreements arising, accmed or incurred prior to the Termination Date. 4. Sun Coal shall defend, indemnify and hold harmless D&RG and al] of its directors, officers, sltareltolders, and employees fi•om any and all liabilities of or caused by Sun Coal under any of the three Agreements arising, accrued or incurred prior to the Termination Date.