EXHIBIT 10.18
THIS PARTIAL SURRENDER AGREEMENT made and entered into effective the 1st
day of November, 2005, effective as hereinafter set forth, by and between ACIN
LLC, a Delaware limited liability company, successor in interest to CSTL LLC
through merger, (hereinafter referred to as "Lessor"), and ALPHA LAND AND
RESERVES, LLC, a Delaware limited liability company (hereinafter referred to as
"Lessee").
WHEREAS, by Coal Mining Lease dated April 9, 2003, effective as of April
1, 2003, Lessor did demise, lease and let to Lessee the Leased Premises (all
capitalized terms used herein shall have the meaning given in the Lease), for
the purpose of mining, preparation, loading, removal, transportation and
shipping of coal, as more fully set forth in the Lease; and
WHEREAS, said Coal Mining Lease has heretofore been amended by First
Amendment to Coal Mining Lease dated September 30, 2003, effective April 1,
2003; Partial Surrender Agreement dated December 12, 2003, effective December 1,
2003; Second Amendment to Coal Mining Lease dated and effective December 15,
2003; Third Amendment to Coal Mining Lease dated and effective October 1, 2004;
Fourth Amendment to Coal Mining Lease dated and effective September 1, 2005; two
Partial Surrender Agreements dated and effective September 1, 2005; and various
letter agreements (said Coal Mining Lease, as supplemented and amended, being
hereinafter referred to as the "Lease"); and
WHEREAS, Lessor and Lessee desire to further amend the Lease by
surrendering a portion of the Leased Premises as hereinafter set forth.
W I T N E S S E T H:
That for and in consideration of the terms, conditions and
stipulations embodied within the Lease, as amended, to be performed and observed
by Lessor and Lessee, the sufficiency of which is hereby acknowledged, Lessee
does hereby agree to surrender from the Leased Premises all of Lower
Banner seam of coal that can be mined by the deep mining method lying within the
shaded area shown on the map attached hereto and made a part hereof as Exhibit
A.
Lessor's acceptance of this surrender shall in no way relieve Lessee of
any of its obligations or liability accruing under the Lease with respect to the
surrendered portion of the Leased Premises prior to the effective date hereof.
Lessor and Lessee do hereby confirm that it was the intent of the parties
to surrender and release only the Lower Banner seam of coal that can be mined by
the deep mining method under the Partial Surrender Agreement dated December 12,
2003, effective December 1, 2003.
All other terms and conditions of the Lease, as previously amended, not
inconsistent herewith, shall remain in full force and effect, without
modification or amendment.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Partial Surrender
Agreement to be executed as of the day and year first above written.
ACIN LLC, a Delaware limited liability company,
By NRP (Operating) LLC, a Delaware limited liability
company and its Sole Operating Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, Its President and Chief Operating Officer
ALPHA LAND AND RESERVES, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Its President and Manager
STATE OF _______ West Virginia _______ )
COUNTY OF _______ ▇▇▇▇▇▇ _______ ), to-wit:
The foregoing instrument was acknowledged before me this 14th day of
October, 2005, by ▇▇▇▇ ▇▇▇▇▇▇, President and Chief Operating Officer of NRP
(Operating) LLC, a Delaware limited liability company and the sole operating
manager of ACIN LLC, on behalf of ACIN LLC, a Delaware limited liability
company.
/s/ Paddy ▇▇▇ ▇▇▇
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Notary Public
My commission expires: November 1, 2008 {seal}
STATE OF Virginia )
COUNTY OF Washington ), to-wit:
The foregoing instrument was acknowledged before me this 27th day of
October, 2005, by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as President and Manager of ALPHA LAND AND
RESERVES, LLC, on behalf of ALPHA LAND AND RESERVES, LLC, a Delaware limited
liability company.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Notary Public
My commission expires: March 31, 2006
