OR IS GENERALLY KNOWN TO THE BUSINESS COMMUNITY OR (II) RTEA REASONABLY BELIEVES
THAT IT IS LEGALLY COMPELLED TO DISCLOSE SUCH INFORMATION TO ANY TRIBUNAL,
AGENCY, GOVERNMENTAL AUTHORITY, OR SELF-REGULATORY ORGANIZATION, INCLUDING, BUT
NOT LIMITED TO, THE NEW YORK STOCK EXCHANGE, OR ELSE STAND LIABLE FOR CONTEMPT
OR SUFFER OTHER CENSURE OR FINANCIAL PENALTY OR IS OTHERWISE REQUIRED BY LAW TO
DISCLOSE SUCH INFORMATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, RTEA
MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE TAX
TREATMENT AND TAX STRUCTURE OF BUYER AND ITS SUBSIDIARIES AND ANY OF ITS
TRANSACTIONS, AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX
ANALYSES) THAT ARE PROVIDED TO RTEA RELATING TO SUCH TAX TREATMENT AND TAX
STRUCTURE.
SECTION 7.13.
NON-EFFECT OF OTHER TAX RECEIVABLE AGREEMENTS.
RTEA AND
BUYER AGREE THAT IF BUYER OR ANY OF ITS SUBSIDIARIES ENTERS INTO ANY OTHER
AGREEMENT THAT OBLIGATES BUYER OR ANY OF ITS SUBSIDIARIES TO MAKE PAYMENTS TO
ANOTHER PARTY IN EXCHANGE FOR TAX BENEFITS CONFERRED UPON BUYER OR ANY OF ITS
SUBSIDIARIES, SUCH TAX BENEFITS AND SUCH PAYMENTS SHALL BE IGNORED FOR ALL
PURPOSES OF THIS AGREEMENT, INCLUDING FOR PURPOSES OF CALCULATING THE ACTUAL
BUYER TAX LIABILITY AND THE HYPOTHETICAL BUYER TAX LIABILITY.
[Remainder of Page Intentionally Left Blank]
19
IN WITNESS WHEREOF, Buyer and RTEA have duly executed this Agreement as of the
date first written above.
RIO TINTO ENERGY AMERICA INC.
By:
/s/ James P. Berson
Name:
James P. Berson
Title:
Authorized Agent
CLOUD PEAK ENERGY INC.
By:
/s/ Colin Marshall
Name:
Colin Marshall
Title:
President and CEO
[Signature page for Tax Receivable Agreement]