Common use of Optional Redemption with Equity Proceeds Clause in Contracts

Optional Redemption with Equity Proceeds. On or prior to June 1, 2024, the Issuers may, at their option, redeem an aggregate principal amount of the 2029 Notes not to exceed the net cash proceeds from certain equity offerings at the redemption price of 105.000% of the principal amount of the 2029 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date; provided that the amount to be redeemed shall not exceed 40% of the aggregate principal amount of the 2029 Notes. Change of Control Triggering Event: Put right at 101% of the aggregate principal amount of the 2029 Notes, plus accrued and unpaid interest to, but excluding, the repurchase date. CUSIP Numbers/ISINs: 144A: 43284M AA6 / US43284MAA62. Reg S: U4329K AA6 / USU4329KAA61. Ratings*: B2 (Xxxxx’x) / B- (S&P) / BB- (Fitch) Escrow of Gross Proceeds; Mandatory Redemption: Concurrently with the closing of the offering of the 2029 Notes, the Escrow Issuers will deposit the gross proceeds of the offering into an Escrow Account and the Issuer will provide the HGV Escrow Guarantee. If any Special Mandatory Redemption Event occurs, the Escrow Issuers will be required to redeem the 2029 Notes at a redemption price of 100% of the issue price of the 2029 Notes, plus accrued and unpaid interest to, but excluding, the redemption date. The Escrowed Funds would be released and applied to pay for such redemption. Distribution: 144A and Reg S with no registration rights. Bookrunners: Deutsche Bank Securities, Inc. BofA Securities, Inc. Barclays Capital Inc. Credit Suisse Securities (USA) LLC Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities LLC MUFG Securities Americas Inc. Co-Managers: Xxxxx Fargo Securities, LLC Fifth Third Securities, Inc. Regions Securities LLC Citizens Capital Markets, Inc. Mizuho Securities USA LLC Trade Date: May 20, 2021 Settlement Date: June 4, 2021 (T+10) (the “Settlement Date”)The Escrow Issuers expect that delivery of the 2029 Notes will be made to investors on or about June 4, 2021, which will be the tenth business day following the date of pricing of the 2029 Notes (such settlement being referred to as “T+10”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, #94399344v20 purchasers who wish to trade 2029 Notes prior to the second business day before the delivery of the 2029 Notes will be required, by virtue of the fact that the 2029 Notes will not initially settle in T+2, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the 2029 Notes who wish to trade the 2029 Notes prior to their date of delivery hereunder should consult their advisors. * A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of the 2029 Notes or the offering. Please refer to the Preliminary Offering Memorandum for a complete description. This communication is being distributed solely to persons reasonably believed to be qualified institutional buyers, as defined in Rule 144A under the Securities Act, and to non-U.S. persons outside the United States, as defined under Regulation S. This communication does not constitute an offer to sell the 2029 Notes and is not a solicitation of an offer to buy the 2029 Notes in any jurisdiction where the offer or sale is not permitted. Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg email or another communication system. #94399344v20 EXHIBIT C Form of Joinder Agreement $850,000,000 of 5.000% Senior Notes due 2029

Optional Redemption with Equity Proceeds. On or In addition, at any time from and after the Senior Notes Assumption Date and prior to June April 1, 20242014, the Issuers may, at their option, redeem an aggregate principal amount of the 2029 Notes not up to exceed the net cash proceeds from certain equity offerings at the redemption price of 105.00035% of the principal amount of the 2029 Senior Notes to be redeemed plus accrued and unpaid interest to, but excluding, the at a redemption date; provided that the amount to be redeemed shall not exceed 40% price (expressed as a percentage of the aggregate principal amount amount) of the 2029 Notes. Change of Control Triggering Event: Put right at 101% of the aggregate principal amount of the 2029 Notes107.875%, plus accrued and unpaid interest to, but excluding, the repurchase date. CUSIP Numbers/ISINs: 144A: 43284M AA6 / US43284MAA62. Reg S: U4329K AA6 / USU4329KAA61. Ratings*: B2 (Xxxxx’x) / B- (S&P) / BB- (Fitch) Escrow of Gross Proceeds; Mandatory Redemption: Concurrently with the closing of the offering of the 2029 Notes, the Escrow Issuers will deposit the gross proceeds of the offering into an Escrow Account and the Issuer will provide the HGV Escrow Guarantee. If any Special Mandatory Redemption Event occurs, the Escrow Issuers will be required to redeem the 2029 Notes at a redemption price of 100% of the issue price of the 2029 Notes, plus accrued and unpaid interest to, but excluding, the redemption date. The Escrowed Funds would be released Trade Date: March 24, 2011 Expected Settlement Date: Xxxxx 00, 0000 Xxxxxxxxxxxx: $2,000 and applied to pay for such redemption. Distributionintegral multiples of $1,000 in excess thereof CUSIP/ISIN Numbers: 144A and Reg S with no registration rights. Bookrunners144A: 470357 AA2 / US470357AA28 Regulation S: U47008 AA2 / USU47008AA20 Joint Book-Running Managers: Deutsche Bank Securities, Securities Inc. BofA Securities, Inc. Barclays Capital Inc. Credit Suisse UBS Securities (USA) LLC Senior Co-Manager: Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities LLC MUFG Securities Americas Associates, Inc. Co-Managers: Xxxxx Fargo SecuritiesXxxxxx, Carret & Co., LLC Fifth Third SecuritiesXxxxxxx Xxxx & Company, LLC Xxxxxxx Rice & Company L.L.C. Macquarie Capital (USA) Inc. Regions Securities LLC Citizens Capital MarketsUse of Proceeds: Upon the Senior Notes Assumption, Inc. Mizuho Securities USA LLC Trade Date: May 20we expect to use the net proceeds of this offering, 2021 Settlement Date: June 4, 2021 (T+10) (together with the “Settlement Date”)The Escrow Issuers expect that delivery net proceeds of the 2029 Common Stock Offering and the net proceeds of the first $143,750,000 of Convertible Senior Notes sold in the Convertible Senior Notes Offering (representing the aggregate principal amount and overallotment option of Convertible Senior Notes contemplated by the preliminary offering memorandum relating to the Convertible Senior Notes Offering), to pay the purchase price and other costs and expenses related to the IRP Acquisition and to repurchase the existing senior notes that are validly tendered and not validly withdrawn pursuant to the tender offer described under “Other Recent Developments” below, and any remaining net proceeds for general corporate purposes, which may include acquiring or investing in businesses or other assets or repayment of outstanding debt (including the redemption or repurchase of existing senior notes). In the event that the tender offer is not consummated, the remaining net proceeds of this offering will be made to investors on or about June 4, 2021, which will be the tenth business day following the date of pricing of the 2029 Notes (such settlement being referred to as “T+10”)used for general corporate purposes. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, #94399344v20 purchasers who wish to trade 2029 Notes prior to the second business day before the delivery of the 2029 Notes will be required, by virtue of the fact that the 2029 Notes will not initially settle in T+2, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the 2029 Notes who wish to trade the 2029 Notes prior to their date of delivery hereunder should consult their advisors. * *Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. This material is confidential Common Stock Offering: On March 23, 2011, JRCC and is the underwriters for your information only and is not intended the Common Stock Offering agreed upon the following definitive terms for the Common Stock Offering: Offering Size: 6,650,000 shares Overallotment Option: 997,500 shares Price to be used by anyone other than you. This information does not purport to be a complete description of the 2029 Notes or the offering. Please refer to the Preliminary Offering Memorandum for a complete description. This communication is being distributed solely to persons reasonably believed to be qualified institutional buyers, as defined in Rule 144A under the Securities Act, and to non-U.S. persons outside the United States, as defined under Regulation S. This communication does not constitute an offer to sell the 2029 Notes and is not a solicitation of an offer to buy the 2029 Notes in any jurisdiction where the offer or sale is not permitted. Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg email or another communication system. #94399344v20 EXHIBIT C Form of Joinder Agreement Public: $850,000,000 of 5.000% Senior Notes due 202923.50 per share

Optional Redemption with Equity Proceeds. On or prior Prior to June September 1, 20242019, the Issuers may, at their option, Issuer may redeem an aggregate principal amount up to 35% of the 2029 Notes not to exceed with the net cash proceeds from of certain equity offerings at the a redemption price of 105.000105.625% of the principal amount of the 2029 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date; provided that the amount to be redeemed shall not exceed 40% of the aggregate principal amount of the 2029 Notes. Change of Control Triggering Event: Put right at 101% of the aggregate principal amount of the 2029 Notesamount, plus accrued and unpaid interest tointerest, but excludingif any, the repurchase date. CUSIP Numbers/ISINs: 144A: 43284M AA6 / US43284MAA62. Reg S: U4329K AA6 / USU4329KAA61. Ratings*: B2 (Xxxxx’x) / B- (S&P) / BB- (Fitch) Escrow of Gross Proceeds; Mandatory Redemption: Concurrently with the closing of the offering of the 2029 Notes, the Escrow Issuers will deposit the gross proceeds of the offering into an Escrow Account and the Issuer will provide the HGV Escrow Guarantee. If any Special Mandatory Redemption Event occurs, the Escrow Issuers will be required to redeem the 2029 Notes at a redemption price of 100% of the issue price of the 2029 Notes, plus accrued and unpaid interest to, but excluding, the redemption date. The Escrowed Funds would be released and applied to pay for such redemption. Distribution: 144A and Reg S with no registration rights. Bookrunners: Deutsche Bank Securities, Inc. BofA Securities, Inc. Barclays Capital Inc. Credit Suisse Securities (USA) LLC Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities LLC MUFG Securities Americas Inc. Co-ManagersInitial Purchasers: Xxxxx Fargo Securities, LLC Fifth Third SecuritiesLLCMerrill Lynch, Inc. Regions Pierce, Xxxxxx & Xxxxx IncorporatedJ.X. Xxxxxx Securities LLC Citizens LLCU.S. Bancorp Investments, Inc.Xxxxxxx, Xxxxx & Co. PNC Capital Markets, Inc. Mizuho Securities USA LLC Markets LLC. Trade Date: May 20August 16, 2021 2016 Settlement Date: June 4August 29, 2021 2016 (T+10T+9) (the “Settlement Date”)The Escrow Issuers expect that delivery Denominations: $2,000 and integral multiples of the 2029 Notes will be made to investors on or about June 4$1,000 in excess thereof Distribution: 144A and Regulation S, 2021, which will be the tenth business day following the date of pricing of the 2029 Notes (such settlement being referred to as “T+10”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, #94399344v20 purchasers who wish to trade 2029 Notes prior to the second business day before the delivery of the 2029 Notes will be required, by virtue of the fact that the 2029 Notes will not initially settle in T+2, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the 2029 Notes who wish to trade the 2029 Notes prior to their date of delivery hereunder should consult their advisors. * A securities rating is not a recommendation to buy, sell or hold securities without registration rights CUSIP and may be subject to revision or withdrawal at any time. ISIN Numbers: 144A NotesCUSIP: 09739DAC4ISIN: US09739DAC48 Reg S NotesCUSIP: U0900UAB7ISIN: USU0900UAB71 This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of the 2029 these Notes or the offering. Please refer to the Preliminary Offering Memorandum for a complete description. This communication is being distributed solely to persons reasonably believed to be qualified institutional buyers, as defined in Rule 144A under the Securities Act, and to non-U.S. persons outside the United States, as defined under Regulation S. This communication does not constitute an offer to sell the 2029 Notes and is not a solicitation of an offer to buy the 2029 Notes in any jurisdiction where the offer or sale is not permitted. Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg email or another communication system. #94399344v20 EXHIBIT C Form ANNEX I Each Initial Purchaser understands that: Such Initial Purchaser agrees that it has not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 of Joinder Agreement $850,000,000 Regulation S (i) as part of 5.000% Senior Notes due 2029its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date, other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act. Such Initial Purchaser agrees that, during such 40-day restricted period, it will not cause any advertisement with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Securities, except such advertisements as are permitted by and include the statements required by Regulation S. Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Securities by it to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903 of Regulation S, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the date the Securities were first offered to persons other than distributors in reliance upon Regulation S and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or in accordance with Rule 144A under the Securities Act or to accredited investors in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Securities covered hereby in reliance on Regulation S under the Securities Act during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned to them in Regulation S under the Securities Act.” Such Initial Purchaser agrees that the Securities offered and sold in reliance on Regulation S will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903 of Regulation S and only upon certification of beneficial ownership of such Securities by non-U.S. persons or U.S. persons who purchased such Securities in transactions that were exempt from the registration requirements of the Securities Act.

Optional Redemption with Equity Proceeds. On or At any time and from time to time prior to June 1March 15, 20242017, the Issuers may, at their option, may redeem an up to 35% of the original aggregate principal amount of the 2029 Notes issued under the Indenture (including any additional notes) at a redemption price equal to 106.375% of the principal amount plus accrued and unpaid interest to the redemption date, but in an aggregate principal amount not to exceed the net cash proceeds from certain equity offerings at the redemption price of 105.000% of the principal amount of the 2029 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date; provided that the amount to be redeemed shall not exceed 40% of the aggregate principal amount of the 2029 Notesone or more Equity Offerings. Change of Control Triggering EventControl: Put right at 101% of the aggregate principal amount of the 2029 NotesJoint Book-Running Managers: Xxxxxxx, plus accrued and unpaid interest toXxxxx & Co. RBC Capital Markets, but excluding, the repurchase date. CUSIP Numbers/ISINs: 144A: 43284M AA6 / US43284MAA62. Reg S: U4329K AA6 / USU4329KAA61. Ratings*: B2 (Xxxxx’x) / B- (S&P) / BB- (Fitch) Escrow of Gross Proceeds; Mandatory Redemption: Concurrently with the closing of the offering of the 2029 Notes, the Escrow Issuers will deposit the gross proceeds of the offering into an Escrow Account and the Issuer will provide the HGV Escrow Guarantee. If any Special Mandatory Redemption Event occurs, the Escrow Issuers will be required to redeem the 2029 Notes at a redemption price of 100% of the issue price of the 2029 Notes, plus accrued and unpaid interest to, but excluding, the redemption date. The Escrowed Funds would be released and applied to pay for such redemption. Distribution: 144A and Reg S with no registration rights. Bookrunners: Deutsche Bank Securities, Inc. BofA Securities, Inc. Barclays Capital Inc. LLC X.X. Xxxxxx Securities LLC Credit Suisse Securities (USA) LLC Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Deutsche Bank Securities LLC MUFG Inc. Credit Agricole Securities Americas (USA) Inc. Co-Managers: Xxxxx Fargo Securities, LLC Fifth Third Senior Co-Managers: BB&T Capital Markets, a division of BB&T Securities, LLC Comerica Securities, Inc. Regions Securities LLC Citizens PNC Capital Markets, Inc. Mizuho Securities USA LLC Xxxxxx, Xxxxxxxx & Company, Incorporated Use of Proceeds: We expect to use the net proceeds from this offering to help fund our pending tender offer and consent solicitation for the 2017 Notes. In the event that our tender offer is not consummated or not all of the net proceeds are used to fund the tender offer and consent solicitation, we expect to use the remaining net proceeds from this offering and cash on hand to redeem any 2017 Notes that remain outstanding. Trade Date: May 20February 27, 2021 2014 Settlement Date: June 4March 11, 2021 2014 (T+10T+8) (the “Settlement Date”)The Escrow Issuers expect that delivery of the 2029 Notes will be made to investors on or about June 4, 2021, which will be the tenth business day following the date of pricing of the 2029 Notes (such settlement being referred to as “T+10”). Under Rule 15c6-1 under of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two three business days, unless the parties to any such the trade expressly agree otherwise. Accordingly, #94399344v20 purchasers who wish to trade 2029 Notes prior to the second business day before the delivery of the 2029 Notes notes are delivered will be required, by virtue of because the fact that the 2029 Notes initially will not initially settle in T+2T+8, to specify an alternate settlement arrangement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Distribution: SEC Registered (Registration No. 333-177222) CUSIP/ISIN Numbers: CUSIP: 18911X AA5 ISIN: US18911XAA54 The Issuers have filed a registration statement (including the 2029 Notes who wish Preliminary Prospectus Supplement, dated February 25, 2014, and an accompanying prospectus, dated October 7, 2011) with the Securities and Exchange Commission, or SEC, for the Offering to trade which this communication relates. Before you invest, you should read the 2029 Notes prior to their date of delivery hereunder should consult their advisorsPreliminary Prospectus Supplement and the accompanying prospectus in that registration statement and other documents the Issuers have filed with the SEC for more complete information about the Issuers and the Offering. * A securities rating is not a recommendation to buyYou may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, sell or hold securities and copies may be subject to revision obtained from Xxxxxxx, Sachs & Co., Attention: Prospectus Department, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, telephone at (000) 000-0000, or withdrawal by facsimile at any time. This material is confidential and is for your information only and is not intended to be used (000) 000-0000 or by anyone other than you. This information does not purport to be a complete description of the 2029 Notes or the offering. Please refer to the Preliminary Offering Memorandum for a complete descriptionemailing xxxxxxxxxx-xx@xx.xxxxx.xx.xxx. This communication should be read in conjunction with the Preliminary Prospectus Supplement, dated February 25, 2014, and the accompanying prospectus, dated October 7, 2011. The information in this communication supersedes the information in the Preliminary Prospectus Supplement and the accompanying prospectus to the extent inconsistent with the information in the Preliminary Prospectus Supplement and the accompanying prospectus. Terms used but not defined herein have the meanings given in the Preliminary Prospectus Supplement. ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM. EXHIBIT A [FORM OF OPINION OF XXXXXX & XXXXXX LLP] March 11, 2014 Xxxxxxx, Sachs & Co. RBC Capital Markets, LLC X.X. Xxxxxx Securities LLC Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. Credit Agricole Securities (USA) Inc. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC Comerica Securities, Inc. PNC Capital Markets, LLC Xxxxxx, Xxxxxxxx & Company, Incorporated c/o Goldman, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Cloud Peak Energy Resources LLC Cloud Peak Energy Finance Corp. Ladies and Gentlemen: This opinion is being distributed solely provided to persons reasonably believed you pursuant to Section 5(c) of the underwriting agreement dated February 27, 2014 (the “Underwriting Agreement”) among (i) Cloud Peak Energy Resources LLC, a Delaware limited liability company (the “Company”), (ii) Cloud Peak Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with the Company, the “Issuers”), (iii) the guarantors named therein (the “Guarantors”) and (iv) Xxxxxxx, Xxxxx & Co., as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), pursuant to which the Issuers have agreed to sell to the Underwriters and the Underwriters have agreed to purchase from the Issuers $200,000,000 in aggregate principal amount of the Issuers’ [ ]% Senior Notes due 2024 (the “Notes”) on the terms specified in or in accordance with the Underwriting Agreement. The Notes are to be qualified institutional buyersissued under an indenture (the “Base Indenture”), dated as of the Closing Date, among the Issuers, the Guarantors party thereto and Xxxxx Fargo Bank, N.A., as trustee (the “Trustee”), as amended and supplemented by the first supplemental indenture, dated as of the Closing Date, among the Issuers, the Guarantors, and the Trustee (the “First Supplemental Indenture” and the Base Indenture, as amended and supplemented by the First Supplemental Indenture, the “Indenture”). The Notes will be guaranteed on an unsecured senior basis (the “Guarantees”) by each of the Guarantors. Each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Underwriting Agreement. We have acted as counsel for the Issuers and the Guarantors in connection with the proposed purchase by the Underwriters of the Notes. In rendering the opinions set forth below, we have reviewed the following documents: (i) (A) the Certificate of Formation of the Company and the Certificate of Incorporation of Finance Corp., each as amended to date (collectively, the “Issuer Charters”), and (B) the Third Amended and Restated Limited Liability Company Agreement of the Company and the Bylaws of Finance Corp., each as amended to date (collectively, the “Issuer Bylaws”); (ii) the Underwriting Agreement; (iii) the registration statement on Form S-3 (File No. 333-177222), including the information, if any, deemed pursuant to Rule 144A 430A, 430B or 430C under the Securities Act of 1933 (the “Securities Act”) to be part of the registration statement at the time of its effectiveness (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on October 7, 2011; (iv) Amendment No. 1 to the Registration Statement, filed with the Commission of February 25, 2014; (v) the base prospectus (the “Base Prospectus”) dated October 7, 2011, included in the Registration Statement, including the documents incorporated by reference therein; (vi) the preliminary prospectus supplement (together with the Base Prospectus, the “Preliminary Prospectus”) dated February 25, 2014 and filed with the Commission pursuant to Rule 424(b)(2) under the Securities Act, including the documents incorporated by reference therein; (vii) the free writing prospectus (the “FWP”) dated February 27, 2014 filed under the Registration Statement pursuant to Rule 433 under the Securities Act (together with the Preliminary Prospectus, the “Time of Sale Information”); (viii) the final prospectus supplement (together with the Base Prospectus, the “Prospectus”) dated February 27, 2014 and filed with the Commission pursuant to non-U.S. persons outside Rule 424(b)(4) under the United StatesSecurities Act, including the documents incorporated by reference therein; (ix) the Base Indenture; (x) the First Supplemental Indenture; (xi) the global certificate representing the Notes, including the Notation of Guarantee annexed thereto; (xii) the certificate of formation, certificate of incorporation, bylaws and limited liability company agreement, as defined applicable, of each Guarantor organized or formed under Regulation S. This communication does not constitute the laws of the state of Delaware (the “Delaware Guarantors”), each as amended to date; (xiii) the corporate or limited liability company records, as applicable, of the Issuers and the Delaware Guarantors, including (A) resolutions duly adopted by the Board of Directors of Cloud Peak Energy Inc., (B) the written consent duly adopted by the sole managing member of the Company, (C) resolutions duly adopted by the Board of Directors of Finance Corp. and (D) written consents by the sole managing member or resolutions by the Board of Directors, as applicable, duly adopted by each of the Delaware Guarantors; (xiv) certificates of public officials and representatives of the Issuers and the Delaware Guarantors; and (xv) statutes and such other certificates and documents as we have deemed relevant for the purposes of such opinions (the documents referred to in clauses (ii), (ix), (x) and (xi) of this paragraph, collectively, the “Transaction Documents”). As to any facts material to our opinion, we have made no independent investigation of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Issuers and the Delaware Guarantors and on the representations and warranties set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the due authorization, execution and delivery by the parties thereto of all documents and instruments examined by us (other than, as to the Issuers and the Delaware Guarantors, the Underwriting Agreement, the Notes, the Base Indenture and the First Supplemental Indenture, as to which we opine below), the authenticity of all documents submitted to us as originals, and the conformity to an offer authentic original document of all documents submitted to sell us as copies. We also assumed that each of the 2029 Notes Underwriting Agreement, the Notes, the Base Indenture and the First Supplemental Indenture is not a solicitation the valid and binding agreement of an offer to buy the 2029 Notes in parties thereto other than the Issuers and the Guarantors and that the laws of any jurisdiction where other than the offer or sale is not permitted. Any disclaimers or other notices jurisdictions that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result the subject of this communication being sent via Bloomberg email or another communication systemopinion do not affect the terms of the Underwriting Agreement, the Notes, the Guarantees, the Base Indenture and the First Supplemental Indenture. #94399344v20 EXHIBIT C Form Based on the foregoing and subject to the limitations and qualifications set forth below, we are of Joinder Agreement $850,000,000 of 5.000% Senior Notes due 2029the opinion that: