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RIGHT OF ENTRY AGREEMENT
<br />THIS RIGHT OF ENTRY AGREEMENT ( "Agreement ") is entered into this /5 day of
<br />September, 2010, by and between Cottonwood Land Company, a Delaware corporation,
<br />hereinafter referred to as "Owner" with a business address of 701 Market Street, Suite 972, St.
<br />Louis, Missouri 63101 and Sage Creek Coal Company, LLC a Delaware limited liability company,
<br />hereinafter referred to as "Operator ", with a business address of 701 Market Street, Suite 803, St.
<br />Louis, Missouri 63101.
<br />WHEREAS, Owner owns or controls surface lands and facilities in Routt County,
<br />Colorado associated with the Red Rock Pit and surrounding permit area ( "Property "), more
<br />particularly described in the attached Exhibit A entitled Property Legal Description, and which is
<br />incorporated by reference herein and made a part of this Agreement;
<br />WHEREAS, Owner and Operator are affiliated and are indirect wholly owned subsidiary
<br />companies under, Peabody Investments Corp., a Delaware corporation;
<br />WHEREAS, Operator has acquired a permit(s) for the purposes of excavating and mining
<br />rock and related support activities on and at the Property, and by execution of this agreement
<br />Owner is providing Operator the right to enter the Property, for the purpose of supporting and
<br />assisting Operator's operations as outlined below.
<br />WITNESSETH
<br />Now, therefore, in consideration of $1.00 and full compliance with the covenants set forth
<br />below, Owner and Operator agree to as follows:
<br />1. Owner hereby grants unto Operator a non - exclusive right of entry to enter upon the
<br />Property for any an all uses, purposes, and operations, as relevant to the Operator's
<br />permit applications and requirements including, but not limited to, mining, removal and
<br />transporting rock to and for use in, on, or at Operator's nearby lands and facilities, as
<br />needed.
<br />2. No title or real property interest other than the right of entry is being transferred or
<br />conveyed by this Agreement.
<br />3. This Agreement is applicable only to that specific Property as described on the attached
<br />Exhibit A.
<br />This Agreement shall have an indefinite term until such time as the Property is
<br />conveyed, transferred, assigned, or quitclaimed by the Lessee.
<br />5. Operator shall fully indemnify, defend, and save harmless Owner, its officers, agents,
<br />consultants, and contractors from and against any and all liabilities, losses, damages,
<br />costs, claims, suits for damages, attorneys' fees, and any other expenses of any kind,
<br />whether directly or indirectly arising from Operator's operations, uses, and rights upon, in
<br />and under the Property.
<br />6. Operator shall be responsible for any and all subsequent permitting applications,
<br />revisions and processes that are required and necessary, arising from or directly
<br />connected with its operations on the Property.
<br />7. Operator shall have no rights to assign or transfer this Agreement.
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