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Cloud Peak Energy Inc. – ‘S-1’ on 8/12/09 – EX-10.10

On:  Wednesday, 8/12/09, at 4:01pm ET   ·   Accession #:  1047469-9-7620   ·   File #:  333-161293

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/12/09  Cloud Peak Energy Inc.            S-1                   26:4.8M                                   Merrill Corp/New/FA

Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)               HTML   2.13M 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML     18K 
 3: EX-3.3      Articles of Incorporation/Organization or By-Laws   HTML     31K 
 4: EX-10.1     Material Contract                                   HTML     49K 
13: EX-10.10    Material Contract                                   HTML     39K 
14: EX-10.11    Material Contract                                   HTML     44K 
15: EX-10.12    Material Contract                                   HTML     55K 
16: EX-10.13    Material Contract                                   HTML     61K 
17: EX-10.14    Material Contract                                   HTML    113K 
18: EX-10.15    Material Contract                                   HTML     36K 
19: EX-10.16    Material Contract                                   HTML     36K 
20: EX-10.17    Material Contract                                   HTML     37K 
21: EX-10.18    Material Contract                                   HTML     34K 
22: EX-10.19    Material Contract                                   HTML    303K 
 5: EX-10.2     Material Contract                                   HTML     43K 
23: EX-10.20    Material Contract                                   HTML     21K 
 6: EX-10.3     Material Contract                                   HTML     38K 
 7: EX-10.4     Material Contract                                   HTML     41K 
 8: EX-10.5     Material Contract                                   HTML     42K 
 9: EX-10.6     Material Contract                                   HTML     37K 
10: EX-10.7     Material Contract                                   HTML     35K 
11: EX-10.8     Material Contract                                   HTML     58K 
12: EX-10.9     Material Contract                                   HTML     45K 
24: EX-23.1     Consent of Experts or Counsel                       HTML     11K 
25: EX-23.2     Consent of Experts or Counsel                       HTML     11K 
26: EX-23.4     Consent of Experts or Counsel                       HTML     12K 


EX-10.10   —   Material Contract
Exhibit Table of Contents

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"Exhibit 10.10
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Exhibit 10.10

P.L. #20
Amended January 6, 1998

STATE OF WYOMING
COAL MINING LEASE

        THIS INDENTURE OF LEASE ENTERED INTO THIS 2nd day of April, 2005, A.D. by and between the STATE OF WYOMING, acting by and through its Board of Land Commissioners, party of the first part, hereinafter called the lessor, and

Cordero Mining Co.

party of the second part, hereinafter called the lessee.

        Section 1.    PURPOSES.    The lessor, in consideration of the rentals and royalties to be paid and the covenants and agreements hereinafter contained and to be performed by the lessee, does hereby grant and lease to the lessee the exclusive right and privilege to mine, extract and remove all of the coal deposits in or under the following described land, to wit:

        640.00 All Section 16, Township 46N, Range 71W 6th p.m.

consisting of 640.00 acres, more or less, Campbell county, together with the right to construct, and maintain thereon all work, buildings, plants, waterways, roads, telegraph, telephone and power lines, tipples, hoists or other structures necessary to the full enjoyment thereof, including the right to transport coal through the underground workings on the premises above described, subject however, to the conditions hereinafter set forth.

        Section 2.    TERM OF LEASE.    This lease, unless terminated at an earlier date as hereinafter provided, shall remain in force and effect for a term of ten (10) years beginning on the 2nd day of April, 2005 and expiring on the 1st day of April, 2015.

        Section 3.    IN CONSIDERATION OF THE FOREGOING, THE LESSEE COVENANTS AND AGREES:    

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        After the discovery of commercial quantities of coal in the lands herein leased to pay to the lessor in advance, beginning with the first day of the lease year succeeding the lease year in which commercial discovery was made, an annual rental of TWO DOLLARS ($2.00) PER ACRE OR FRACTION THEREOF PER YEAR unless changed by agreement, such rental so paid for any one year to be credited on the royalty for that year.

        Annual rentals on all leases shall be payable in advance for the first year and each year thereafter. No Notice of Rental Due shall be sent to the lessee. If the rental is not received in this office on or before the date it becomes due, Notice of Default will be sent to the lessee and a penalty of 50¢ per acre or fraction thereof for late payment will be assessed.

        The lessee is not legally obligated to pay either the rental or the penalty, but if the rental and penalty are not received in this office within thirty (30) days after the Notice of Default has been received by the lessee, the lease will terminate automatically by operation of law. Termination of the lease shall not relieve the lessee of any obligation incurred under the lease other than the obligation to pay rental or penalty. The lessee shall not be entitled to a credit on royalty due for any penalty paid for late payment of rental on an operating lease.

        Royalty shall be payable on the gross value at the mine on all coal mined. Gross value for the purpose of royalty calculation means the unit sale or contract price times the number of units sold. In calculating gross value the sales price shall be prima facia evidence of such gross value. No deduction shall be allowed for fees, taxes, assessments or similar levies imposed by the State of Wyoming, its political subdivisions, any other state or the federal government, nor for the expense of mining, processing and loading the coal in merchantable condition at the mine ready for shipment. If the coal is not sold and valued at the mine, transportation from the mine to the point of sale or delivery may be deducted in determining value. In the event there is no sale of the coal or the Board of Land Commissioners determines that the sales price does not truly reflect the value of the coal, it may make its own determination of value and require that royalties be paid on the basis of the value determined by the Board.

        If the lessor elects to take its royalty in kind, such coal shall be good merchantable coal delivered for shipment at the mine.

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        The term "ton" as herein used means a ton of two thousand (2,000) pounds of unscreened coal, unless the lessor elects to compute a ton of coal at twenty-nine cubic feet of coal in the solid, or by the measurements of the space from which the coal is mined, deducting therefrom all space occupied by slate or other impurities, and in such case the computation shall be final and binding upon the lessee.

        As required by W.S. 36-6-102, copies of all electrical, gamma-ray neutron, resistivity or other types of sub-surface log reports obtained by or for lessee in conducting operations on the leased premises shall be submitted to the State Geologist within three (3) years after the completion of drilling.

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        Section 4.    GENERAL COVENANTS.    

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        Section 5.    THE LESSOR EXPRESSLY RESERVES:    

        Section 6.    APPRAISAL OF IMPROVEMENTS    Upon the expiration of this lease, or earlier termination thereof pursuant to surrender or forfeiture, or if such land be leased to another other than the owner of the improvements thereon, the lessee agrees that the improvements shall be disposed of in the manner provided by law.

        Section 7.    FORFEITURE CLAUSE    In the event that the lessee shall have procured this lease through fraud, misrepresentation or deceit, then and in that event this agreement, at the option of the lessor, shall cease and terminate and shall became ipso facto null and void, and all improvements upon said land or premises under the terms of this lease shall forfeit to and become the property of the State of Wyoming. In the event that the lessee shall fail to make payments of rentals and royalties as herein provided, or make default in the performance or observance of any of the terms, covenants and stipulations hereof, or of the general regulations promulgated by the Board of Land Commissioners and in force on the date hereof, the lessor shall serve notice of such failure or default, either by personal service or by registered mail upon the lessee, and if such failure or default continues for a period of thirty (30) days after the service of such notice, then and in that event the lessor may, at its option, declare a forfeiture and cancel this lease, whereupon all rights and privileges obtained by the lessee hereunder shall terminate and cease and the lessor may re-enter and take possession of said premises or any part thereof; but these provisions shall not be construed to prevent the exercise by the lessor of any legal or equitable remedy which the lessor might otherwise have. A waiver of any particular cause of forfeiture shall not prevent the cancellation and forfeiture of this lease for any other cause of forfeiture, or for the same cause occurring at any other time.

        Section 8.    RELINQUISHMENT AND SURRENDER    This lease may be relinquished and surrendered to lessor as to all or any legal subdivision of said land as follows.

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        Section 9.    HEIRS AND SUCCESSORS IN INTEREST.    It is further agreed that each obligation hereunder shall extend to and be binding upon, and every benefit hereof shall inure to the heirs, executors, administrators, successors of or assigns of the respective parties hereto.

Section 10. Sovereign Immunity. The State of Wyoming and the lessor do not waive sovereign immunity by entering into this lease, and specifically retain immunity and all defenses available to them as sovereigns pursuant to Wyoming Statute § 1-39-104 (a) and all other state laws.

IN WITNESS WHEREOF, this lease has been executed by lessor and lessee effective as of the day and year first above written.

LESSOR, STATE OF WYOMING, Acting by and through its Board of Land Commissioners and State Lands and Investment Board

SEAL        
    BY:   /s/ Lynne Boomgaarden

        Director,
Office of State Lands and Investments

 

    LESSEE:   /s/ A. N. H. Taylor

CORPORATE SEAL   A. N. H. TAYLOR

    VP Technical Services & BIP


 

 

LEGAL REVIEW
AP

6




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Filed on:8/12/09RW
1/6/98
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1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/09/09  SEC                               UPLOAD10/03/17    1:67K  Cloud Peak Energy Inc.
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