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<br />OUITCLAIM DEED OF ABANDONED UNDERGROUND WORKINGS
<br />THIS DEED, Made as of the _ day of ,from North
<br />Central Energy, Inc., and Basin Resources, Inc., both corporations duly organized and
<br />existing under and by virtue of the laws of the State of Colorado ("Grantors"), and
<br />Picket~vire Processing, LLC, a limited liability company duly organized and existing
<br />under and by virtue of the laws of the State of Colorado ("Grantee").
<br />WITNESS, That the Grantors, for and in consideration of the sum of One
<br />dollar and other good and valuable consideration, the receipt and sufficiency of
<br />which are hereby acknowledged, has remised, released, granted, conveyed, and
<br />QUITCLAIMED, and by these presents does remise, release, grant, convey, and
<br />QUITCLAIM unto the Grantee, its successors and assigns forever, all right, title, and
<br />interest, claim and demand, iE any, in the abandoned underground workings of that
<br />certain coal mine knocvn as the New Elk mine (formerly known as the Allen ~~fine),
<br />lying and being in the County of Las Animas and State of Colorado, and cvhich
<br />workings are located entirely beneath certain real property owned by Grantors in fee
<br />(including all mineral rights) which are generally described as follows:
<br />Those certain lands covered by Permit C-81-012 from the Colorado
<br />• Division of Minerals and Geology, situate in Las Animas County,
<br />Colorado, consisting of 3,997.8 acres, more or less.
<br />TO HAVE AND TO HOLD the same, together with all and singular the
<br />appurtenances and privileges thereunto belonging, or in anywise thereunto
<br />appertaining, and all the estate, right, tide, interest and claim whatsoever, of the
<br />Grantors, either in law or equity, to the use and benefit of the Grantee, its successors
<br />and assigns forever, and specifically acknowledging the right of Grantee, its
<br />successors and assigns, to dispose of coal processing wastes in said abandoned
<br />underground workings. Provided, however, Grantee covenants and agrees to
<br />indemnify and hold harmless Grantors, their affiliates, successors and assigns, from
<br />and against any claim, damages, liability, responsibility or action whatsoever, made
<br />by any person, entity or governmental authority, arising from Grantee's ownership,
<br />use or operation of said underground workings, including without limitation, any
<br />such claim, damage, penalty, fine, liability, responsibility or action imposed by or
<br />resulting from any environmental law or regulation.
<br />IN WITNESS WHEREOF, the Grantors have executed this deed on the date
<br />set forth above.
<br />C~
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