THE RELEVANT
COLLATERAL REQUIREMENTS FOR EACH SURETY BOND PROVIDER, LETTER OF CREDIT ISSUER
OR OTHER EXISTING SURETY ARRANGEMENT PROVIDER THAT IS AS OF SUCH DATE PROVIDING
A REPLACEMENT SURETY ARRANGEMENT AND HAS OTHERWISE COMPLIED WITH THE
REQUIREMENTS OF THIS SECTION 2.2.
UPON SATISFACTION OF THE CONDITIONS IN THE
IMMEDIATELY FOREGOING SENTENCE, RTEA SHALL PROMPTLY (BUT IN ANY EVENT WITHIN
FIVE (5) BUSINESS DAYS OF THE DATE OF RECEIPT OF SUCH RTEA L/C REDUCTION NOTICE)
SUBMIT A WRITTEN NOTICE TO THE ISSUING BANK REQUESTING THAT THE AMOUNTS
AVAILABLE TO BE DRAWN UNDER THE RTEA L/C BE REDUCED BY AN AMOUNT EQUAL TO THE
L/C REDUCTION AMOUNT REFERENCED IN SUCH RTEA L/C REDUCTION NOTICE.
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(C)
CPE LLC AND ANY OTHER MEMBER OF THE CLOUD PEAK GROUP SHALL INDEMNIFY
AND HOLD HARMLESS RTEA OR ANY OTHER MEMBER OF THE RIO TINTO GROUP AND EACH RTEA
INDEMNIFIED PERSON WITH RESPECT TO ANY AND ALL LIABILITIES ARISING OUT OF OR
RELATING TO ANY SUCH EXISTING SURETY ARRANGEMENTS AS SET FORTH IN
SECTION 6.1(B)(III).
2.3.
CONTINUANCE OF INSURANCE.
NOTWITHSTANDING SECTION 2.1(A), THE
EXISTING INSURANCE POLICIES OF CPE LLC UNDER THE RIO TINTO GROUP'S CAPTIVE
INSURANCE CARRIER SET FORTH ON SCHEDULE 2.3 (THE "THREE CROWNS POLICIES") SHALL
NOT TERMINATE, BUT WILL CONTINUE FOLLOWING THE CLOSING DATE UNTIL THE APPLICABLE
EXPIRATION DATE FOR SUCH POLICY AS SET FORTH ON SCHEDULE 2.3, UNLESS EARLIER
TERMINATED BY THE APPLICABLE MEMBER(S) OF THE RIO TINTO GROUP UPON AT LEAST
SIXTY (60) DAYS PRIOR WRITTEN NOTICE TO CPE LLC.
UPON THE EXPIRATION OF THE
APPLICABLE POLICIES (OR THE TERMINATION, IF EARLIER TERMINATED BY THE RIO TINTO
GROUP), SUCH POLICY SHALL BE DEEMED TO BE CANCELLED AND CPE LLC FOR ITSELF AND
ANY OTHER MEMBERS OF THE CLOUD PEAK GROUP HEREBY WAIVE ANY AND ALL RIGHT TO MAKE
A CLAIM FROM AND AFTER SUCH EXPIRATION DATE (OR TERMINATION DATE, IF APPLICABLE)
(IRRESPECTIVE OF WHETHER THE CIRCUMSTANCES GIVING RISE TO SUCH CLAIM OCCURRED
PRIOR TO THE EXPIRATION DATE (OR TERMINATION DATE, IF APPLICABLE)).
CPE LLC
HEREBY AGREES TO PAY ANY APPLICABLE DEDUCTIBLES OR OTHER PAYMENTS FOLLOWING THE
CLOSING DATE WITH RESPECT TO THE THREE CROWNS POLICIES.
FOR THE AVOIDANCE OF
DOUBT, THE INSURANCE POLICIES OF CPE UNDER THE RIO TINTO GROUP'S CAPTIVE
INSURANCE CARRIER SHALL TERMINATE EFFECTIVE AS OF THE CLOSING DATE PURSUANT TO
SECTION 2.1(A).
2.4.
JACOBS RANCH MATTERS.
(A)
EXHIBIT A HERETO SETS FORTH THE RIGHTS, OBLIGATIONS AND LIABILITIES OF
RTEA THAT HAVE BEEN ASSIGNED TO RTEA BY CPE LLC WITH RESPECT TO THE JACOBS RANCH
MEMBERSHIP INTEREST PURCHASE AGREEMENT.
THE PARTIES HERETO AGREE TO COMPLY, AND
AGREE TO CAUSE THE RESPECTIVE MEMBERS OF THEIR GROUP TO COMPLY, WITH THE TERMS
OF EXHIBIT A.
(B)
WITHOUT LIMITING THE PROVISIONS OF SECTION 8.1 OF THIS AGREEMENT, THE
CLOUD PEAK PARTIES AGREE TO, AND WILL CAUSE THE MEMBERS OF THE CLOUD PEAK GROUP
TO, FULLY AND PROMPTLY COOPERATE WITH THE RIO TINTO PARTIES, AND ANY MEMBER OF
THE RIO TINTO GROUP, WITH RESPECT TO THE MATTERS CONTEMPLATED IN EXHIBIT A,
INCLUDING ANY