Assets of Surface Mining Company

Sale of all assets of Cloud Peak Energy Inc., includes:

1. all Owned Real Property;
2. the Leases and the Leased Real Property (and any agreements and rights related thereto or under the applicable Lease to the extent that such agreement or Lease is a Purchased Contract) (collectively, the “Purchased Leased Real Property”);
3. all equipment, fixed assets and tangible assets (including all mobile mining equipment and components thereof), whether situated on the Purchased Real Property or elsewhere, and all of the Sellers’ rights under warranties, indemnities, licenses and all similar rights against third parties with respect to the equipment, fixed assets and tangible assets referenced in this clause (iii) (to the extent such rights are assignable at no cost, expense or penalty to the Sellers or their Affiliates, or at Purchaser’s election if Purchaser agrees to pay for such cost, expense or penalty) (collectively, the “Equipment and Fixed Assets”);
4. all coal inventory located on (or, to the extent in the possession of the Sellers at the Closing, mined or extracted from) the Purchased Real Property or all coal in transit to the extent title or ownership has not been transferred to the applicable customer, together with all parts and supplies (collectively, the “Purchased Inventory”);
5. the Contracts listed on Schedule 2.1(b)(v) that are unexpired as of the Closing Date (collectively, the “Purchased Contracts”), in each case as each such Contract may have been amended or otherwise modified prior to the date of (or as permitted in accordance with the terms of) this Agreement;
6. the material Permits and the Licenses, in each case, set forth on Schedule 2.1(b)(vi) and all other Permits and Licenses held by any Seller (collectively, the “Transferred Permits/Licenses”);
7. all rights of the Sellers to use haul roads, utility easements and other rights of way and easements used or held for use primarily in the operation of the Business;
8. all warranties, guarantees and similar rights primarily related to the other Purchased Assets, including warranties and guarantees made by suppliers, manufacturers and contractors under the other Purchased Assets, and claims against suppliers and other third parties in connection with the Purchased Contracts (to the extent such rights are assignable at no cost, expense or penalty to the Sellers or their Affiliates, or at Purchaser’s election if Purchaser agrees to pay for such cost, expense or penalty);
9. all goodwill directly associated with the Purchased Assets;
10. all Documents (other than those described in Section 2.2(h));
11. all rights, claims, causes of action and credits owned by any Seller to the extent primarily relating to any Purchased Asset or Assumed Liability, including any such item arising under any guarantee, warranty, indemnity, right of recovery, right of setoff or similar right in favor of such Seller in respect of any Purchased Asset or Assumed Liability (to the extent such rights are assignable at no cost, expense or penalty to the Sellers or their Affiliates, or at Purchaser’s election if Purchaser agrees to pay for such cost, expense or penalty);
12. all insurance proceeds or other awards for damage primarily related to the Purchased Assets, other than proceeds or awards with respect to claims made or damages incurred prior to the Closing;
13. all Intellectual Property Rights primarily related to the Business;
14. all Pre-Paid Expenses to the extent primarily related to the other Purchased Assets (the “Purchased Pre-Paid Expenses”); and
15. all accounts receivable (whether billed or unbilled, but excluding intercompany accounts receivable), rebates, notes, chattel paper, and negotiable instruments of the Sellers (the “Purchased Receivables”).