NAVAJG ENERGY COMPANY, No.10!? TITLE: Approving Lhnited Waiver of Sovereign immunity and Exhaustion of Tribal Court Remedies in Favor of State of Wyoming DATE: Fehruary I l, 2020 Timothy H. Mcinughlin. Esq- Chairperson of the Management Committee [the ?gm-gnome") of Navajo Transitionm Energy Company. LLC. a Navajo Nation limited liability company {the hemby certi?es and declares that the ?iilovving is a full. true. and correct copy of the resolutions duly considered. passed. and adopted by the Committee on February H. 2020. at a special meeting of the Conunittee duly called. noticed. and held (the Meeting"). at which meeting a quorum of the Committee was present and voted in Favor of such resolutions: WHEREAS. pursuant to Navajo Nation Cotmcil Resolution No. {April 30. 2013;. as amended by ones-ts [October 24. total} {mammoth-some?) and the Navnio Nation Limited Liability Company Act. 5- MMC. 31500 et seq" the Navajo Nation Council approved the creation and organization of the Company as a company wholly owned by the Navajo Nation: WHEREAS. the Council Resolution [trot-titles that ?the Nation's approval of the creation Formation. organisation. establishment. and operation of the Company. with management and neutral exercised by its Management Committee. is for the protection and promotion of the Navajo Nation?s economic and ?nancial best-interests?: WHEREAS. pursuant to the Article ill Section A of the Uperating Agreement of the Company dated May is. 2m} (as mended. the the Committee is vested with authority to "approve waivers of the Company sovereign immunity and any defense that applicable law requires exhaustion ot?trihal judicial or administrative mnet?es. W1 DEREAS. in connection with the Company?s pin-chase of substantially all of the assets of Cloud Peak Energy the Company has acquired the Antelope. Youngs Creek. and Cordero Rojo mines. situated in the State of Wyoming {the ?gate?l: W3. prior to granting the master of pennits. licenses. leases. and other authorizations to the Company for continued operations. the State requires that the Company grant to the State and its agencies. counties. municipalities. and political subdivisions a limited waiver of the Company's sovereign immunity and of exhaustion of tribal court remedies: WHEREAS. the Company and the State have agreed to the terms of a limited waiver of sovereign immunity and exhaustion of tribal court remedies {the a copy of which is attached hereto as WHEREAS, on January 20. 202i]. the provided notice of' the Limited Waiver to the Of?ce of the President and Vice Preside?t or the Navajo Nation anti the Honorable Seth Damon. Speaker of the 24" Navajo Nation Council. in accordance with the Council Resolution and Uperating Agreement: and WHEREAS. the Committee has determined that the Company?s limited waiver of sovereign imnnmitv and exhaustion of tribal court remedies as set forth in the Limited Waiver is to secure a substantial advantage or bene?t to the Company- NOW. pursuant to its authority as provided by the Council Resolution and the Operating Agreement, at the Committee Meeting. the Committee RESOLVED: The Committee hereby approves the Company's limited waiver of sovereign immunity and estimation oftribal court remedies in favor of the State of Wyoming. im counties. municipalities- and political sub-divisions. asset forth in the Limited Waiver unsalted hereto as Attachment 1. elTective as of the date the Limited Waiver is signed by an o?ieer of the Company: and to The Committee au?torires each of Management Committee Executive Clark lvl-osei-egrr and General Counsel Bernard Masters to execute all agreements. notices. and contracts and take all such further actions as are necessary to effectuate the Limited Waiver. anti her-tanr rati?es all prior notions of such Company o??ieers that have been taken to effectuate the Limited Waiver. Egg I hereby certi?' that the foregoing resolutions were considered at a duly called meeting of the Management Committee or Navajo Transitional Enter-g3I Contreras. at which a quorum urns present and that the same was passed by vote of bin favor. opposed and abstaiM this 11th dayr ofFetauaty. 211120. Timothy Esq" Chairperson Management Committee IJ ATTACHMENT 1 Limited Waiver Inf Son-rem Immuni? tn the gr Wmming crunched] Limited Waiver of Sovereign Immunity to the State of Wyoming Navajo Transitional Energy Company, its directors, officers, employees and agents (hereinafter “NTEC”) in consideration of the benefits of transacting business with and in the State of Wyoming, its agencies, counties, municipalities and political subdivisions (hereinafter the “State”), hereby consents to the following: A. NTEC hereby expressly, unconditionally and irrevocably grants a clear, express, and defined limited waiver of NTEC’s sovereign immunity from suit to the State for the limited purpose of enforcement of NTEC’s compliance with: (1) those permits, licenses, leases, and other authorizations granted or approved by the State (hereinafter the “Permits”); and (2) all applicable State laws and regulations (including, but not limited to, laws and regulations governing taxation, environmental protection, health and safety and employment) connected to or arising out of the ownership and operation of the Cordero Rojo, Antelope, and Youngs Creek mines, including immunity from service of process, immunity from jurisdiction or judgment of any court or tribunal, immunity from execution of judgment and immunity of any of its property from attachment prior to entry of judgment, or from attachment in aid of execution upon a judgment. B. NTEC’s limited waiver of sovereign immunity to the State granted herein includes the possibility of administrative review, equitable relief granted to compel performance or revoke State authorizations, and actions by the State to enforce fines, penalties and monetary judgments in Federal and State administrative and judicial forums of competent jurisdiction. NTEC's limited waiver of sovereign immunity further includes appeal or objection proceedings initiated by an interested person as provided by the Environmental Quality Act, Wyo. Stat. Ann. §§ 35-11-101, et. seq. related to the permits, licenses, leases and other authorizations connected to the Cordero Rojo, Antelope, and Youngs Creek mines, but in no way waives NTEC’s sovereign immunity from suits brought by third-parties against NTEC where immunity is otherwise available. NTEC’s limited waiver of sovereign immunity further includes the waiver of any defense of NTEC that Federal, State, or Navajo Nation law requires exhaustion of Navajo Nation administrative or judicial remedies prior to suit against NTEC by the State in a judicial, administrative, arbitral, or other body having proper jurisdiction over the subject matter and the parties. NTEC’s limited waiver of sovereign immunity further includes the waiver by way of motion, defense or otherwise (i) any claim that it is not subject to the personal jurisdiction of such courts, (ii) that such dispute is brought in an inconvenient forum or that venue is improper; or (iii) that its property located in Wyoming is exempt from levy or execution. C. NTEC’s limited waiver of sovereign immunity shall not apply to the Navajo Nation. Instead, only the assets, revenues, and income held by, or in the name of, NTEC will be subject to the obligations and the potential liabilities, execution, and recourse by the State associated with the application of State environmental protection and health and safety laws and regulations connected to those Permits and related activities at the Cordero Rojo, Antelope, and Youngs Creek mines. The Navajo Nation's property, assets, and interests of any kind, whether held in trust or otherwise, will not be subject to the obligations and the potential liabilities, execution, and recourse associated with the application of State laws related to activities at the Cordero Rojo, Antelope, and Youngs Creek mines, including without limitation the assets of the Navajo Nation leased, loaned, or assigned to NTEC for its use, without transfer of title. D. NTEC represents, warrants and guarantees that all of its assets and property, both real and personal, as acquired through the bankruptcy sale of Cloud Peak Energy, are the property of NTEC and not the Navajo Nation. NTEC hereby expressly, unconditionally and irrevocably waives any claim that any real property it owns in the state of Wyoming is supervised by the Navajo Nation or is Indian Country as defined by federal law by virtue of NTEC’s ownership thereof. E. NTEC provided the requisite notice to the Navajo Nation of this limited waiver of sovereign immunity on January 20th, 2020. The provisions of this limited waiver shall become effective upon approval by written resolution of the Management Committee of NTEC. NTEC shall provide to the Governor of Wyoming a copy of the written resolution of the Management Committee along with such additional documents as necessary to demonstrate that this Limited Waiver was properly adopted and in effect. F. NTEC hereby unconditionally and irrevocably agrees that in the event this limited waiver of sovereign immunity is deemed void, invalid or otherwise deficient in any way by any court, administrative tribunal, NTEC or the Navajo Nation, NTEC hereby voluntarily withdraws, cancels, terminates, and surrenders all permits, licenses, leases and other authorizations issued by the State and NTEC voluntarily forfeits all bonds associated with those authorizations effective 60 days after this limited waiver is deemed void, invalid or otherwise deficient or NTEC asserts immunity in any forum in contravention of this limited waiver, unless NTEC submits to the State, subject to the Governor of Wyoming’s sole approval, a new limited waiver eliminating the cause of the deficiency and unconditionally withdrawing its assertion of immunity. NAVAJO TRANSITIONAL ENERGY COMPANY, LLC, a Navajo Nation limited liability company By: ____________________________________ Name: Clark Moseley Title: Chief Executive Officer Date: ____________________