Exhibit 10.8


 


EXECUTION COPY


 


ASSIGNMENT OF TRADEMARKS


 


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”).


 


RECITALS


 


WHEREAS, RTEA is the sole and exclusive owner of all
right, title, and interest in and to all of the trademarks and service marks
identified in Schedule A (collectively referred to herein as the “Trademarks”); and


 


WHEREAS, RTEA is the sole and exclusive owner of all
right, title, and interest in and to all of the domain name registrations
identified in Schedule B (collectively referred to herein as the “Domain Names”); and


 


WHEREAS, pursuant to the initial public offering
separating the Company from RTEA, the Company 
is the successor to that portion of the ongoing business of RTEA,
excluding Colowyo, to which the Trademarks and Domain Names pertain and is
desirous of acquiring, and RTEA is desirous of assigning to the Company, all
right, title, and interest in and to all of the Trademarks and Domain Names and
all goodwill connected with the use thereof, symbolized thereby and associated
therewith, and the right to sue and recover damages for past and future
infringement, misappropriation or other violations related to the Trademarks
and Domain Names;


 


NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
RTEA and the Company hereby agree as follows:


 


1.                                       RTEA hereby sells, assigns and transfers to the Company, its
successors and assigns, all of its right, title and interest in and to the
Trademarks and the Domain Names, and all applications, registrations, and
renewals therefor, together with all goodwill symbolized thereby and associated
therewith.


 


2.                                       The Company and
RTEA hereby authorize and request the Commissioner of Patents and Trademarks of
the United States to issue and to record the title of the Company as owner of
all right, title, and interest in and to the Trademarks, all applications,
registrations, and renewals therefor, the goodwill connected with the use
thereof, symbolized thereby and associated therewith.


 


3.                                       The Company
shall solely and exclusively bear the cost of: (i) all filing and similar
fees relating to the filing or recordation of the Company’s ownership interest
in, or issuance to the Company of, the Trademarks and Domain Names, and (ii) all
maintenance, renewal and similar fees payable in connection with the Trademarks
and Domain Names after the date of this Assignment.


 

















 


4.                                       The Company and
RTEA agree to make commercially reasonable efforts to promptly update the
registration information for the Domain Names to effect this Assignment.


 


5.                                       RTEA agrees to
execute, upon the reasonable request of the Company and at the Company’s
expense, such additional documents as are reasonably necessary or desirable to
continue, secure, defend, register, and otherwise give full effect to and
perfect the rights of the Company under this Assignment.


 


2

















 


In
testimony whereof, RTEA has signed below, by its duly authorized legal
representatives, on this 16th day of November, 2009.


 


 


	
   

  	
  Rio Tinto Energy America Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James P. Berson

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Authorized Agent

  



 


	
  STATE OF  New Mexico

  	
  )

  
	
  COUNTY OF  Bernalillo

  	
  )

  



 


On this 16th day of November,
2009, before me appeared James Paul Berson of Rio Tinto Energy America Inc., who acknowledged execution of
this Assignment as a free act by Rio Tinto Energy America Inc.


 


 


	
   

  	
  /s/ Rosa Mendez

  
	
   

  	
   

  
	
   

  	
  Notary Public

  



 


ACKNOWLEDGMENT


 


On
behalf of Cloud Peak Energy Resources LLC, I hereby acknowledge receipt of
assignment, for good and valuable consideration, of the Trademarks set forth in
Schedule A.


 


	
   

  	
  Cloud Peak Energy
  Resources LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Colin Marshall

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President and CEO

  



 


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