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• (b) An assignment document in the form of Exhibit 1.2(1)(b) hereto <br />assigning all rights and obligations of Basin arising as a result of the New Elk Mine <br />Permit Number C-81-012 and the other permits listed therein; <br />(2) NCE shall deliver to the escrocv holder: <br />(a) A lease in the form of Exhibit 1.2(2)(a) hereto from NCE, as <br />Lessor, to Picketwire, as Lessee, conveying anon-transferable lease for a fee of <br />/year plus compensation for surface damage incurred as defined therein, with an <br />initial term of ten (10) years and a right to extend said lease for an additional ten (10) <br />years if specific conditions are met; said lease will initially cover all incidental <br />acreage for the continuation of the permits associated with the New Elk Facility <br />above; <br />(b) A quitclaim deed in the form of Exhibit 1.2(2)(b) hereto from <br />NCE conveving to Picketwire a fee interest in 210.8, plus or minus, acres of land <br />currently owned by ONCE, the exact acreage to be conveyed is depicted in Exhibit <br />1.2 2)(b hereto, with a total purchase price of <br />(c) An interuptible lease agreement in the form of Exhibit 1.2(2)(c) <br />hereto between NCE, Lessor, and Picketwire, Lessee, for up to 250 acre feet of <br />water/year at a charge of ~ ,ton of clean coal. Said lease agreement will also <br />• contain a provision that should NCE find a bona fide Purchaser or bona fide Lessee <br />for said water capacity, Picketwire will have the right, but not the obligation, to meet <br />within thirty (30) days, the offer made by the bona fide Lessee or Purchaser to retain <br />the water committed herein; and <br />(d) A quit claim deed in the form of Exhibit 1.2(2)(d) hereto, <br />conveying to Picketwire the abandoned underground workings of the New Elk <br />Mine (formerly known as the Allen Mine). <br />(3) Maxwell shall deliver to the escrow holder: <br />(a) An executed Assumption Agreement in the form of Exhibit <br />1.2 3 (a) hereto; <br />(b) A secured promissory note from Picketwire made payable to <br />NCE in the form of Exhibit 1.2(3)(b) hereto. <br />1.3 Assets Retained. Basin and NCE shall not sell and Maxwell shall not <br />purchase, any assets of Basin or NCE which are not specifically referenced herein, <br />including, but not limited to, anv receivables, bank accounts, cash or cash <br />equivalents, short-term investments held in connection ~vith the business, prepaid <br />• expenses and deferrals rvhiclt form part of or pertain to the business, fee coal, coal <br />3 <br />