LEASE AGREEMENT LEASE AGREEMENT

Exhibit 10.33

COAL LEASE AGREEMENT

Between

TYGART RESOURCES, INC.

and

PITTSBURGH-LIGONIER, INC., LESSORS

and

ROCKING CHAIR ENERGY COMPANY, LLC, LESSEE

January 20, 2006

LEASE AGREEMENT

This Agreement of Lease dated the 20th day of January, 2006, by and between TYGART RESOURCES, INC., a West Virginia corporation, PITTSBURGH-LIGONIER, INC., a West Virginia corporation, (together “LESSOR”), and ROCKING CHAIR ENERGY COMPANY, LLC, an Alabama limited liability company, (“LESSEE”).

WITNESSETH :

WHEREAS, Lessor desires to lease to Lessee, and Lessee desires to lease from Lessor, certain of Lessor’s interests in the real properties within the area of Pleasant District, Barbour County, West Virginia outlined in blue on Exhibit A (the “Leased Premises”) and listed in Exhibit B, both exhibits attached hereto and made a part hereof.

NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained and intending to be legally bound hereby, the parties hereto (together the “Parties” and each a “Party”) hereby agree as follows:

ARTICLE ONE

DEMISE

Section 1.01 Demise . Subject to the covenants, conditions and reservations set forth herein, Lessor hereby demises, rents, leases and lets unto Lessee, and Lessee hereby takes and hires from Lessor for the Term specified in Article Two, the sole and exclusive right and privilege to mine and take away, by any lawful mining method, all of the coal in all of the seam below the Lower Kittanning seam now owned by the Lessor in all of the tracts or parcels of coal within the Leased Premises as described or listed in Exhibit B attached hereto (the “Clarion Seam”).

Section 1.02 Access and Mining Rights . Lessor hereby grants to Lessee for and during the Term all access rights, mining rights, waivers and immunities owned or otherwise enjoyed by Lessor with respect to the Leased Premises, including without limitation, right (i) to drill, mine, dig, ventilate, drain and remove all of the demised coal therefrom, and (ii) to haul demised coal, mine personnel supplies, material and equipment over, under or through the Leased Premises and to use the Leased Premises for any proper purpose.

Section 1.03 Additional Coal Interests . Lessor hereby covenants and agrees that if Lessor has an interest in or title to any coal which is situate within the Leased Premises and which is not otherwise herein identified as being part of the Leased Premises, that Lessor’s interest in or title to such coal shall be deemed to be included in the Leased Premises, subject to this Lease with the same terms and conditions as if such additional interest had been identified as part of the Leased Premises as of the date first above written.

Section 1.04 Exercise of Rights Reserved by Lessor . All remaining rights of Lessor with respect to the Leased Premises, including without limitation oil and gas rights, shall be exercised in such a way as not to interfere with the rights of Lessee hereunder and the location of oil and gas wells and related facilities shall be subject to the prior written approval of the Lessee.

*CONFIDENTIAL MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH

THE SECURITIES AND EXCHANGE

COMMISSION. BRACKETS AND UNDERSCORES

DENOTE SUCH OMISSIONS.

ARTICLE TWO

TERM

Section 2.01 Term . The initial term of this Lease shall commence on February  15, 2006 and, unless extended or earlier terminated as provided in Article Nine, shall expire at 12:00 noon eastern time on the last day of the twentieth Lease Year (defined in Section 3.02).

Section 2.02 Extension . Upon the expiration of the initial term hereof and each effective extension of the initial term hereof (“Term”), this Lease shall be extended for five additional terms of ten (10) years each unless Lessee shall have given Lessor written notice of Lessee’s intention to terminate this Lease as provided in Section 9.01 hereof. Each such extension of the Term hereof shall be on all of the terms and conditions contained herein. The Term hereof shall expire, unless extended as provided in this Section 2.02 or earlier terminated as elsewhere expressly provided herein, at 12:00 noon eastern time on the last day of such term.

Section 2.03 Limitation on Term . If Lessee has not commenced mining coal in the Clarion Seam within eighteen (18) months from February  15, 2006, this Lease shall terminate at the option of Lessor unless Lessee pays Lessor the sum of [_*_] Dollars ($[_*_]) as an advance on royalty, in which case the Lease will remain in full force and effect until August  15, 2007.

ARTICLE THREE

ROYALTIES

Section 3.01 Royalties . In consideration of the demise of the Leased Premises contained in Article One, Lessee shall pay coal royalties to Lessor on the following terms and conditions:

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*CONFIDENTIAL MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH

THE SECURITIES AND EXCHANGE

COMMISSION. BRACKETS AND UNDERSCORES

DENOTE SUCH OMISSIONS.

Section 3.02 Definitions . The following terms whenever capitalized herein are defined as specified below:

Month means a calendar month.

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Mineable Coal means coal within the Leased Premises which Lessee in its sole discretion considers to be mineable and merchantable. Coal in the Clarion Seam less than sixty inches (60”) is considered not mineable or merchantable unless in fact mined by Lessee.

Lease Year means (i) in the case of the first Lease Year, the period beginning on February 15, 2006 and ending February 15, 2007, and (ii) in the case of succeeding Lease years, the succeeding periods of twelve (12) months each.

Production means coal from the Leased Premises which during the Month in question (i) is shipped from the Leased Premises, (ii) title to which has passed from Lessee, or (iii) is consumed or processed on the Leased Premises by Lessee or others by means other than cleaning or washing. Tons of Production shall be measured by the weight of the coal in the form of condition (i.e., clean or raw) actually shipped, transferred or consumed. Production shall be deemed to occur at the earliest of the times set forth above.

Gross Realization means with respect to any Month, the sum of:

The aggregate consideration actually received by Lessee for all Production during the Month which is not sold or transferred to or consumed by Related Entity (defined in paragraph (c) below):

Plus, with respect to any Production during the Month sold or transferred to or consumed by a Related Entity, the greater of (i) the product of the Average Gross Realization (defined in paragraph (a) below) for such Month multiplied by the actual number of such Tons of such Production, and (ii) the aggregate consideration received by Lessee for Production not sold, transferred to or consumed by a Related Entity.

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Section 3.03 Production Royalty . Lessee shall pay to Lessor the Production Royalty on or before the 15th day of each Month following receipt of Gross Realization, an amount equal to the greater of the amounts described in Section 3.01(d). Said payments shall be made by wire transfer pursuant to instructions provided to Lessee by Lessor.

Section 3.04 Monthly Reports and Certification . On or before the 15th day of each Month, commencing with the first Month in which Production occurs, Lessee shall furnish Lessor with a written report stating:

Section 3.05 Additional Information . If during any Month any coal mined from the Leased Premises was sold or transferred to a Related Entity, then in addition to the information Lessee is required to furnish Lessor in respect of such Month as provided in Section 3.4, and at the same time as Lessee furnishes such information, Lessee shall also furnish to Lessor evidence reasonably satisfactory to Lessor which established the price Production could have been sold during such Month in a commercially reasonable manner by Lessee.

Section 3.06 Determination of Tonnage . The number of Tons of Production during each Month shall be determined as follows:

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*CONFIDENTIAL MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH

THE SECURITIES AND EXCHANGE

COMMISSION. BRACKETS AND UNDERSCORES

DENOTE SUCH OMISSIONS.

Section 3.07 Lessee’s Continuing Obligation to Pay Correct Production Royalties . Neither Lessor’s failure to object to any statement in reports furnished by Lessee of the amount of any Production Royalty nor Lessor’s acceptance of the amount tendered by Lessee as payment of any Production Royalty shall be deemed agreement by Lessor to accept or require any amount of such Production Royalty less than the amount thereof due under the provisions of this Article.

Section 3.08 Security for Payment of Production Royalties . Prior to Lessee’s removal of coal from the Clarion Seam for which Production Royalties shall become due or against which advance on Royalties shall be credited, Lessee shall secure a letter of credit in the amount of [_*_] dollars ($[_*_]) in favor of Lessor in order to secure the payment of Production Royalties due under this Lease Agreement. Said letter of credit shall be continually renewed until such time as coal is no longer being mined from the Clarion Seam; thereafter, the letter of credit will be reduced to [_*_] dollars ($[_*_]) to secure the payment of any wheelage required under this Lease Agreement.

ARTICLE FOUR

WHEELAGE

Lessee shall have the right to haul, transport and load coal produced by it from the Leased Premises, together with the necessary men, material and equipment on, over, under and through the Leased Premises. If any coal is mined and removed from coal tracts located beyond or outside the confines of the Leased Premises, Lessee shall pay to Lessor a wheelage or haulage charge of [_*_] cents ($ [_*_] ) per ton for such coal hauled, transported or loaded on, over or through the Leased Premises, payable at the same time as the payment date for Production Royalties described in section 3.03.

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Upon termination of this Lease for any reason other than default by Lessee, Lessee may elect to continue such rights only as to underground haulageways then in existence, from year to year, provided Lessee continues to pay such wheelage charge.

ARTICLE FIVE

TAXES

Section 5.01 Taxes . Lessee shall pay when due and payable all taxes, assessments, rates excises levies, or licenses, permits or other fees, or other governmental charges, general or special, ordinary or extraordinary, foreseen or unforeseen, of any kind or nature whatsoever (each a “Tax”, collectively “Taxes”) (i) assessed, levied, imposed upon or becoming due and payable out of or in respect of the Leased Premises during the Term or (ii) assessed, levied, imposed upon or becoming due and payable out of or in respect of Lessee’s improvements in or on the Leased Premises, any Production or operations in or on the Leased Premises, or any other use or occupancy of the Leased Premises during the Term for which Lessor is, or but for this Lease would be liable or for which the Leased Premises may be subject to lien. If Lessee fails to make timely payment of any Taxes within twenty (20) days after either Lessor, or the government authority imposing or charged with collecting the same, has given Lessee written notice that the same is due and payable, specifying the amount thereof, Lessor may in its sole discretion, subject to Section 11.02, pay the same and Lessee shall reimburse Lessor the amount thereof on demand with interest as provided in section 13.03. No such payment by Lessor shall be deemed to waive Lessee’s default in failing to make timely payment thereof, and such default shall be deemed to continue until Lessee has fully reimbursed Lessor with interest. Lessor may from time to time elect to pay directly the taxes on one or more or all separately assessed coal tracts in the Leased Premises and to be reimbursed by Lessee. Nothing herein shall impose on Lessee any obligation to pay, or reimburse Lessor’s payments of, any taxes in the nature of a franchise, income or capital gains tax levied or imposed against Lessor or Lessor’s interest in Royalties.

Section 5.02 Proration . Upon commencement and termination of this Lease by expiration of the term or otherwise, Taxes shall be prorated to the date of commencement or termination, and within ninety (90) days after such commencement to termination, Lessor or Lessee, as the case may be, shall pay to the other the amount owing to the other as the result of such proration. The foregoing shall not be deemed in any way to limit or impair Lessor’s right to recover damages from Lessee in the event of the termination of this Lease under Sections 9.03 or 9.04 including, without limitation, damages measured in whole or part by reference to amounts of Taxes payable after such termination.

Section 5.03 Mined-Out Tracts . Promptly after all of the mineable and merchantable coal in any tract in this Lease which is separately assessed for the purpose of imposing or levying property taxes is mined-out, Lessee shall take whatever steps are necessary to cause the value of such coal tract to be removed from the tax records of the governmental agencies responsible for such assessments.

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ARTICLE SIX

MINING OPERATIONS, RECORDS AND INSPECTIONS

Section 6.01 No Obligation to Mine . Lessee shall have no obligation to undertake and continue mining operations on the Leased Premises.

Section 6.02 Proper Mining Practices .

Section 6.03 Records . Lessee shall prepare and keep for not less than three (3) years (or such longer limit as may be required by law) complete and accurate records of the mining, processing, use, shipment, and sale or other consumption of such coal. Lessee shall also retain for such period all other records used in determining the amount of Gross Realization and Production during the Term, including, without limitation, copies of all invoices, shipping bills and records, tax bills, statements, agreements, correspondence, memoranda, mining and engineering logs, journals and maps relating directly to the quantity of Production and the consideration received therefore. These provisions shall not entitle Lessor to inspect any coal sales agreements except those between Lessee and Related Entities relating to the Leased Premises, nor shall Lessor be entitled to inspect Lessee’s internal records regarding production and method of mining except to the extent necessary to determine the quantity of Production and the consideration received therefor. Lessor, by any of its duly authorized managers, officers, employees, agents and counsel, shall have the right at all reasonable times upon reasonable notice to Lessee to have access to any and all such records, documents and materials, to inspect or audit the same and to copy therefrom, by hand or by any mechanical, electronic, photographic, electrostatic or other process, and to use for such copying any facility or equipment Lessee may have, paying Lessee the actual cost of any such use. Lessee shall cooperate with Lessor’s authorized officers, employees, agents and counsel in such inspections or audits. Any data maintained by Lessee in electronic form shall be made available to Lessor as “hard copy”. Lessor shall not conduct more than one general inspection in any Lease Year unless it has reasonable factual basis to believe proper Production Royalty has not been paid. Once a general inspection or audit has been conducted for a particular year and any adjustments resulting from such general inspection or audit have been made, that year shall not be subject to further general inspection or audit.

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Section 6.04 Inspection of Premises . Lessor by its duly authorized officers, employees, agents, and counsel shall have the right at all reasonable times on reasonable notice to inspect any and all portions of the Leased Premises and any of Lessee’s operations hereunder. Any such officers, employees, agents or counsel shall upon arriving at the site of Lessee’s operations on the Leased Premises promptly report their presence to Lessee’s mine office at the Leased Premises and shall comply with all applicable safety rules and regulations. All such visits shall be at the sole risk and expense of Lessor.

Section 6.05 Maps . Lessee shall at all times after Lessee commences Production from the Leased Premises maintain maps with respect to Lessee’s coal mining operations within the Leased Premises to the extent and in a manner consistent with the customary practice of prudent coal operators. Lessee shall furnish to Lessor a copy of such maps in the form of a true scaled print or tracing thereof, certified by an officer of Lessee, Superintendent, registered Surveyor or Mining Engineer as current, complete and accurate, within thirty (30) days thereafter and as of (i) the first day of the seventh (7th) Month during the Lease Year. Lessee shall also furnish to Lessor a copy of such map, so certified, within 30 days after receiving from Lessor any written request therefore, which Lessor may from time to time make.

Section 6.06 Mining Plans and Production Projections . At least sixty (60) days before Lessee first commences Production and semiannually thereafter, Lessee shall furnish to Lessor a copy of Lessee’s plans for mining the Leased Premises during the coming year, certified as complete and accurate by an officer of Lessee or Superintendent. Lessee shall conduct any mining operations within the Leased Premises generally according to the last mining plan submitted to Lessor but not objected to.

Section 6.07 Objection to Mining Plan . Within thirty (30) days after Lessor receives any new or revised mining plan from Lessee, Lessor may by notice to Lessee object that implementation of such mining plan will (i) materially reduce the economic value of the Leased Premises for reasons other than depletion of the coal by mining, (ii) unreasonably render Mineable coal unmineable or (iii) subject any Party-Lessor to criminal liability or to injunctive civil remedies which would restrict the business activities of any Party-Lessor or its immediate, intermediate or ultimate parents. Lessee shall attempt to resolve their disagreement, but if they unable to resolve after twenty (20) days, within another twenty (20) days thereafter either may invoke Arbitration (defined in Article Twelve).

Section 6.08 Confidentiality . Lessor shall treat all information received from Lessee under this Lease as confidential and shall not disclose the same to third parties except as may be required by law or to enforce Lessor’s rights hereunder. As used in this section “third parties” shall not include (i) any parent, subsidiary or affiliate corporation of Lessor, (ii) any partner in any Lessor or director of any such corporation, or any officer or agent of any of them, (iii) any prospective purchaser or sublessee of the Leased Premises or assignee of this Lease or of the capital stock of any Lessor which is a corporation or their respective parents or (iv) any mortgagee or other person or entity from whom Lessor is seeking a loan, extension of credit, or other provision of capital, or any agent of any of them. Such information may be disclosed to

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such enumerated parties upon the condition that each of such enumerated parties agree in writing that such information will be treated as confidential and will not be disclosed to any third party except as hereinabove provided.

Section 6.09 Control of Mining . Although Lessor may require and enforce compliance with Section 6.02 and object to mining plans pursuant to Section 6.07, Lessor shall have no right to control or direct mining operations on the Leased Premises by Lessee or Lessee’s employees and contractor.

ARTICLE SEVEN

INDEMNITY AND ASSURANCE

Section 7.01 Indemnification of Lessor . Lessee hereby agrees to indemnify, hold harmless and defend Lessor from and against any and all loss, cost or liability (including reasonable attorneys’ fees and investigation costs) arising during or after the Term out of the possession and use of the Leased Premises by Lessee and those on the Leased Premises by Lessee’s permission, including without limitation any (i) claims for death of or injury to persons or destruction of or damage to property, (ii) any penalties, fines and prosecutions, (iii) suits for abatement of any public or private nuisance (iv) cost of any restoration, repair, closure or reclamation of any area, as well as any costs or expenses related to any such claims, penalties fines, prosecutions, suits or impositions which are asserted during or after the Term, and (v) costs associated with any breach of this Agreement by Lessee or its agents, servants or employees.

Section 7.02 Assurance of Performance . It is the intention of Lessor and Lessee expressed in Section 6.02 and Section 7.01 that Lessee and not Lessor bear the costs associated with Lessee’s mining operations on the Leased Premises, including costs of closure and environmental compliance costs arising after the end of the Term. In order to carry this mutual intention into effect, Lessor may at its option at any time after the end of the Term convey to Lessee by quitclaim deed one or more or all of the coal tracts in the Leased Premises within which Lessee has conducted mining operations, together with whatever unmined coal tracts within the Leased Premises may be required under applicable regulations to constitute a mine barrier between the mined portion so conveyed and surrounding properties owned by third parties, including the portion of the Leased Premises retained by Lessor. Lessor may not so convey less than all of any contiguous mined-out portion of the Leased Premises. Lessee agrees to accept such conveyance and hereby irrevocably appoints Tygart Resources, Inc., its successors and assigns as Lessee’s attorney-in-fact with power of substitution in the Leased Premises for the sole purpose of executing such instruments and performing such acts as may be necessary to perfect of record the foregoing conveyance from Lessor to Lessee.

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ARTICLE EIGHT

INTERNATIONAL COAL GROUP, INC. HAS REQUESTED THAT THE PORTIONS OF THIS DOCUMENT DENOTED BY BOXES AND ASTERISKS BE ACCORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934.

LESSOR’S REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 8.01 Lessor’s Warranties of Title . Lessor represents, warrants and covenants as follows:

Section 8.02 Title Defects . If the Lessee determines that a title defect, which is a breach of the express warranty in Section 8.0 1(a) (“Defect”), exists as to any part of the Leased Premises, it may notify Lessor as to the existence and nature of such Defect. Any notice of Defect involving a tract under lease as of the date of commencement of this Lease shall be given within the first three (3) Lease Years. Upon expiration of the notice period, the Lessee’s rights to claim a Defect shall be extinguished.

If it is determined by the parties or by Arbitration that the Lessee does not have the sole and exclusive leasehold interest in any Mineable Coal within the Leased Premises as a result of a Defect, Lessee may demand that Lessor cure the Defect, and Lessor at its expense shall cure the Defect if Lessor can do so at reasonable expense. If Lessor cannot cure the Defect at reasonable expense, in lieu of curing the Defect, Lessor shall indemnify Lessee against any claim, loss, expense (including attorney’s fees and costs) or liability resulting from the Defect. Lessor shall be responsible for the defense of any claim made against Lessee as a result of the Defect.

Section 8.03 Remedy for Shortage . If at any time during the first three (3) Lease Years, Lessor shall have breached its representations and warranties set forth in Section 8.0 1(b), Lessee may demand that Lessor cure such breach, and Lessor shall at its expense cure such breach if Lessor can do so at reasonable expense. If Lessor cannot cure such breach at reasonable expense within a reasonable period of time and such breach shall have resulted in Lessee’s not having the sole and exclusive interest in the Mineable Coal within the Leased Premises, Lessor shall, in lieu

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of curing such breach, replace such acreage with other coal equal in tonnage owned by Lessor adjacent to the Leased Premises and acceptable to Lessee. Lessor shall be responsible for the defense of any claim made against lessee as a result of such breach. Exhibit B is a tabulation of the tracts of coal, which Lessor owns within the Leased Premises; Exhibit B is included as a convenience to Lessee but it shall not expand the representations and warranties of Section 8.0 1(b) or the remedy provided in this section.

Section 8.04 Exclusive Remedies . The remedies provided in Section 8.02 and 8.03 shall be Lessee’s exclusive remedies for any Defect or other breach of representations and warranties in this Article.

ARTICLE NINE

TERMINATION AND DEFAULT

Section 9.01 Termination by Lessee . After September 1, 2008, Lessee may give written notice to Lessor that Lessee desires to terminate this Lease. Upon such notice this Lease will terminate (“Lessee Termination”) on the last day of the then current Lease year (“Termination Date”).

Section 9.02 Effect of Lease Termination . After Lessee gives notice of an intended Lessee Termination and until the Termination Date, Lessee shall: