<br />SPECIAL WARRANTY DEED
<br />THIS SPECIAL WARRANTY DEED, made this 15TH day of DECEMBER ,
<br />1992, by H-G COAL COMPANY, a Delaware general partnership ("H-G")
<br />in which the general partners are COALGRACE, INC., a Delaware
<br />corporation, and COALGRACE II, INC., a Delaware corporation; AXIAL
<br />BASIN RANCH COMPANY, a Delaware general partnership ("ABR") in
<br />which the general partners are GRACE A-B, INC., a Delaware
<br />corporation, and GRACE A-B II, INC. , a Delaware corporation, (H-G
<br />and ABR are collectively referred to as "Grantors"), with offices
<br />at 5731 State Highway 13, Meeker, Colorado 81641, to HAYDEN GULCH
<br />TERMINAL, INC., a Delaware corporation ("Grantee"), with offices at
<br />1300 South Yale Street, Flagstaff, Arizona 86004;
<br />Grantors, in consideration of Ten Dollars ($10.00) and other
<br />good and valuable consideration in hand paid by Grantee, receipt
<br />whereof is hereby acknowledged, do hereby SELL AND CONVEY to
<br />Grantee, and to its successors and assigns forever, all of
<br />Grantors, right, title and interest in and to the real estate
<br />situated in the County of Routt, State of Colorado, which is
<br />• described on Schedule A hereto and made a part hereof for all
<br />purposes, together with its improvements and appurtenances
<br />(including all appurtenant water rights and mineral interests).
<br />Such property does not have a street address or comparable
<br />identifying number.
<br />Grantors hereby warrant title against all persons claiming by,
<br />through or under (i) Grantors or either of them, (ii) any general
<br />partner of either Grantor, (ii) W. R. Grace & Co. or Grace Energy
<br />Corporation or any subsidiary or affiliate of either of such
<br />companies and (iii) any partnership in which W.R. Grace & Co.,
<br />Grace Energy Corporation or any subsidiary or affiliate of either
<br />of such companies is or was a general partner.
<br />This conveyance is subject to (i) those, if any, rights of
<br />way, easements, leases, deed and plat restrictions, encumbrances,
<br />licenses, reservations (including mineral reservations) and
<br />exceptions which are of record as of the date of this instrument,
<br />(ii) rights of persons in possession which would be reasonably
<br />evident from an inspection of the premises, (iii) property taxes
<br />for 1992 and all subsequent years and (iv) those other exceptions,
<br />reservations, liens or encumbrances specifically referred to in
<br />Schedule A hereto.
<br />419839 01/21/93 9:26 AM 682/229 $255.00
<br />x DOROTHY L. MARIANO, ROUTT COUNTY RECORDER
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