MASTER SEPARATION AGREEMENT by and among RIO TINTO AMERICA INC., RIO TINTO ENERGY AMERICA INC., KENNECOTT MANAGEMENT SERVICES COMPANY, CLOUD PEAK ENERGY INC., CLOUD PEAK ENERGY LLC and the subsidiaries listed on the signature pages hereto Dated , 2009Master Separation Agreement • November 2nd, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
This Master Agreement (this "Agreement") is made and entered into as of , 2009 by and among Rio Tinto America Inc., a Delaware corporation ("RTA"), Rio Tinto Energy America Inc., a Delaware corporation ("RTEA"), Kennecott Management Services Company, a Delaware corporation ("KMS"), Cloud Peak Energy Inc., a Delaware corporation ("CPE"), Cloud Peak Energy LLC, a Delaware limited liability company formerly known as Rio Tinto Sage LLC (the "Company"), and each of the subsidiaries named on Schedule A hereto (the "Company Subsidiaries," and, together with the Company and any other Subsidiaries (as defined below) of the Company, collectively, "CPE LLC"). RTEA, KMS, CPE and CPE LLC are sometimes referred to herein separately as a "Party" and together as the "Parties." Certain terms used in this Agreement are defined in Section 1.1.
Assignment AgreementAssignment Agreement • November 2nd, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
This Assignment Agreement (the "Agreement"), dated as of the 28th day of October, 2009, is from Rio Tinto Energy America Inc., a Delaware corporation ("RTEA" or the "Assignor"), to Cloud Peak Energy LLC, a Delaware limited liability company (the "Company" or the "Assignee").
