0001104659-09-067108 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 25th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 19, 2009, is entered into by and among Cloud Peak Energy Inc., a Delaware corporation (including its successors, the “Company”), Cloud Peak Energy Resources LLC, a Delaware limited liability company(“CPE LLC”), Rio Tinto America Inc., a Delaware corporation (“RTA”), Rio Tinto Energy America Inc., a Delaware corporation (“RTEA”) and Kennecott Management Services Company, a Delaware corporation (“KMS”). The Company, RTEA and KMS are parties to the Third Amended and Restated Limited Liability Company Agreement of CPE LLC.

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EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • November 25th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York

THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is made and entered into as of November 19, 2009 by and among CLOUD PEAK ENERGY RESOURCES LLC (“CPE LLC”), a Delaware limited liability company, CLOUD PEAK ENERGY SERVICES COMPANY, a Delaware corporation (“CPESC”, and together with CPE LLC and their respective subsidiaries, the “CPE GROUP”), CLOUD PEAK ENERGY INC., a Delaware corporation (“CPE”), RIO TINTO AMERICA INC, a Delaware corporation (“RTA”), and RIO TINTO ENERGY AMERICA INC., a Delaware corporation (“RTEA”) (RTA and RTEA, each a “Company” and collectively, the “Companies”) and, solely for purposes of Section 3.2 of this Agreement, RIO TINTO PLC, a corporation incorporated in England and Wales (“RIO”) and RIO TINTO LIMITED (“RIO LTD”), an Australian corporation. CPE LLC, CPESC, CPE, each Company, RIO and RIO LTD are sometimes referred to herein separately as a “Party” and together as the “Parties.”

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TAX RECEIVABLE AGREEMENT dated as of November 19, 2009
Tax Receivable Agreement • November 25th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of November 19, 2009, is hereby entered into by and among Cloud Peak Energy Inc., a Delaware corporation (“Buyer”) and Rio Tinto Energy America, Inc., a Delaware corporation (“RTEA”).

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THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CLOUD PEAK ENERGY RESOURCES LLC Dated November 19, 2009
Limited Liability Company Agreement • November 25th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • Delaware

This Third Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Cloud Peak Energy Resources LLC, a Delaware limited liability company (the “Company”), is made and entered into as of November 19, 2009, by and between Rio Tinto Energy America Inc., a Delaware corporation (“RTEA”), Kennecott Management Services Company, a Delaware corporation (“KMS”), and Cloud Peak Energy Inc., a Delaware corporation (“CPE”). Certain terms used in this Agreement are defined in Section 1.1.

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • November 25th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York

This TRANSITION SERVICES AGREEMENT (this “Agreement”), is made and entered into as of November 19, 2009 (the “Effective Date”), between Rio Tinto Services Inc., a Delaware corporation (“RTS”), Cloud Peak Energy Resources LLC, a Delaware limited liability company (“CPE LLC”) and Cloud Peak Energy Inc., a Delaware corporation (together with its subsidiaries, “CPE” and, together with CPE LLC, the “Company”). RTS, CPE LLC and CPE are sometimes referred to herein separately as a “Party” and together as the “Parties.”

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ACQUISITION AGREEMENT
Acquisition Agreement • November 25th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York

THIS ACQUISITION AGREEMENT dated as of November 19, 2009 (this “Agreement”), is between Cloud Peak Energy Inc., a Delaware corporation (“Cloud Peak”), and Rio Tinto Energy America Inc., a Delaware corporation (“RTEA”). Certain terms used in this Agreement are defined in Section 1.1. Except as otherwise specified in this Agreement, all capitalized terms used herein that are defined in the Master Separation Agreement (as defined below) have the respective meanings specified therein.

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RIO TINTO ENERGY AMERICA COAL SUPPLY AGREEMENT
America Coal Supply Agreement • November 25th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining

This Rio Tinto Energy America Coal Supply Agreement (the “Agreement”), made this 19th day of November, 2009 (the “Effective Date”), is by and between Cloud Peak Energy Resources LLC, a Delaware limited liability company (“CPE LLC” or the “Company”), and Rio Tinto Energy America Inc., a Delaware corporation (“RTEA”). CPE LLC and RTEA are each referred to herein as a “Party” and collectively as the “Parties.”

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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 RESOURCES LLC and the subsidiaries listed on the signature pages hereto...
Master Separation Agreement • November 25th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York

This Master Agreement (this “Agreement”) is made and entered into as of November 19, 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 Resources LLC, a Delaware limited liability company (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.

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MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • November 25th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York

THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of November 19, 2009 (the “Effective Date”), between Cloud Peak Energy Resources LLC, a Delaware limited liability company (“CPE LLC”), and Cloud Peak Energy Inc., a Delaware corporation (“CPE”). CPE and CPE LLC are sometimes referred to herein separately as a “Party” and together as the “Parties.”

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ASSIGNMENT OF TRADEMARKS
Assignment of Trademarks • November 25th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining

This ASSIGNMENT OF TRADEMARKS (this “Assignment”) is dated and effective as of November 19, 2009 between Rio Tinto Energy America Inc., a Delaware corporation (“RTEA”) and Cloud Peak Energy Resources LLC, a Delaware limited liability company (the “Company”).

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30,600,000 Shares CLOUD PEAK ENERGY INC. Common Stock, $0.01 par value UNDERWRITING AGREEMENT
Underwriting Agreement • November 25th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
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