LEASE AND SUBLEASE AGREEMENT

Exhibit 10.34

PENN VIRGINIA OPERATING CO., LLC

TO

GREYMONT MINING CORP.

PREPARED: JULY 7, 2005

LESSOR: PENN VIRGINIA OPERATING CO., LLC

LESSEE: GREYMONT MINING CORP.

DATE OF LEASE: JULY 7, 2005

TABLE OF CONTENTS TO LEASE:

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LEASE AND SUBLEASE AGREEMENT

THIS LEASE AND SUBLEASE AGREEMENT (this “Lease”) made and entered into this 7th day of July, 2005 by and by and between PENN VIRGINIA OPERATING CO., LLC, a Delaware limited liability company, hereinafter called Lessor, and GREYMONT MINING CORP., a Kentucky corporation, hereinafter called Lessee.

ARTICLE (1): LEASED AND SUBLEASED PREMISES

That for and in consideration of the sum of [            *            ], cash in hand paid by Lessee unto Lessor, the receipt of which is hereby acknowledged, and in further consideration of the minimum rentals and tonnage royalties to be paid by Lessee to Lessor as hereinafter stipulated, and of the covenants, provisions, stipulations and agreements hereinafter contained and on part of Lessee to be kept, performed and observed, Lessor does hereby give, grant, and sublease unto Lessee, under and subject to all of the exceptions, reservations, terms and conditions hereinafter contained, for the period of time hereinafter mentioned, the exclusive right and privilege to (i) mine and take away by the deep mining method only coal in the [            *            ] and the [            *            ] and on certain parcels of real property lying in Knott & Floyd Counties, Kentucky and (ii) remove, process, if necessary, and sell the refuse material from the Huff Branch refuse pile, all of which is identified more particularly on the map (the “Lease Map”) attached hereto as Exhibit A (the “Leased Premises”). To the extent any of the Leased Premises are held by Lessor under the leases identified on Exhibit B attached hereto (the “Prime Leases”), the Prime Leases are hereby subleased to Lessee on the terms contained herein and subject to the terms contained therein.

ARTICLE (2): LESSEE’S RIGHTS

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(a) Lessee shall have all the mining rights and privileges, including surface rights, reasonably necessary to mine and take away the coal from the Leased Premises by the deep mining method only, as well as the right to remove and sell the refuse material in the Huff Branch refuse pile area identified on the Lease Map owned by Lessor on the date of this Lease, and no additional rights or privileges. Lessee covenants and agrees to ascertain the accurate boundary line of the Leased Premises before conducting any mining operations under this Lease.

(b) It is distinctly understood and agreed that Lessor grants only such mining rights and privileges as it possesses or has acquired in connection with the ownership of the coal covered by this Lease and that in mining, removing and carrying away such coal Lessee shall be limited to the exercise of the aforesaid rights and privileges.

(c) Lessor does hereby grant unto Lessee all of the rights and privileges granted to Lessor under and by virtue of the Prime Leases, and Lessee does hereby accept this Lease upon all of the terms, conditions, covenants, stipulations, exceptions, reservations and agreements contained in the Prime Leases. Notwithstanding the foregoing, Lessee shall not be entitled to exercise any right or privilege under any of the Prime Leases to the extent that such right or privilege is not granted under this Lease. Lessee covenants and agrees with Lessor that it will perform and will be bound by each and every covenant, term, condition and provision binding upon the Lessor under the Prime Leases to the same extent as though Lessee had been the original lessee; provided, however, that Lessor shall pay each installment of royalty and all other sums due under each of the Prime Leases. Lessee acknowledges that is has received, read and is familiar with each of the Prime Leases. Lessee acknowledges and agrees that it will be a co-sublessor with respect to the Leased Premises governed by the Prime Leases, with the same rights and privileges as the other co-sublessor.

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(d) Lessee shall have the right, at any time and from time to time, but shall not be obligated, to make any payment or take any action reasonably necessary to prevent a default under the terms of any of the Prime Leases so long as Lessor in not engaged in a good faith effort to dispute or cure such default for that period of time deemed necessary by Lessor. Except as caused directly or indirectly by any default of Lessee hereunder, Lessor shall not amend, modify or surrender any of the Prime Leases so as to adversely and materially affect the subleased portion of the Leased Premises, without the prior written consent of Lessee, and any such amendment, modification or surrender made without such consent shall be null and void and shall have no effect or the rights of Lessee hereunder.

(e) Lessee and Lessor recognize that Lessee is only one of multiple coal lessees operating on Lessor’s properties, including the Leased Premises where surface mine operators may mine the same coal seams which Lessee is mining hereunder, and that there are also timber and oil and gas operations conducted on the Leased Premises. Recognizing that there will be increased demand for surface areas and roads on Lessor’s property, Lessor and Lessee agree to cooperate with each other to coordinate and plan the development and use of the coal, surface and roads so the interference to the operations of each is minimized. Lessee acknowledges and agrees that its leasehold interest and estate created hereby is not dominant to the interest or estate of any other lessee of any of Lessor’s properties, whether above, below or adjacent to the Leased Premises, and Lessee and all such other lessees shall be subject to and benefit from the cooperation provisions herein. Lessee agrees to coordinate and plan its activities with any surface mine lessees operating on the Leased Premises so that interference to each is minimized.

(f) Lessee is hereby advised that there may be utility power lines, gas lines, water lines or other obstructions in and on the Leased Premises. Lessor will use commercially

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reasonable efforts to relocate or cause the relocation of such lines where necessary, upon being given sufficient notice; provided, however, that Lessor assumes no responsibility for any loss or delay resulting from Lessor’s relocation of such lines.

ARTICLE (3): NO WARRANTY

(a) Nothing herein contained shall be deemed or construed to be a covenant for quiet enjoyment or a warranty of title on the part of Lessor, either express or implied, but Lessee must respect and observe all limitations or defects in the title of Lessor in and to the Leased Premises, and all mining, surface and other rights appurtenant thereto. It is likewise understood by Lessee that Lessor gives no warranty as to the quality or quantity of the coat contained in the Leased Premises and assumes no liability due to any deficiency which may exist or develop therein.

(b) In the event any part of the Leased Premises is lost to the holder of any outstanding superior title, if Lessee has mined and removed a part or all of the coal therefrom and paid Lessor Tonnage Royalties (as defined herein) therefore, Lessor agrees to repay to Lessee the amount of Tonnage Royalties so paid, without interest, but Lessor shall not be otherwise liable for any damage on account of the mining and removing of such coal by Lessee.

ARTICLE (4): LESSOR’S RIGHTS

All rights, title and interest not herein specifically granted to Lessee are excepted from this grant and reserved to Lessor, its successors, assigns and licensees, together with the right to utilize the same. This Lease embraces only coal that can be mined by the deep mining method from the Leased Premises as welt as the refuse material from the Huff Branch refuse pile, and, without limiting the generality of this reservation, there are hereby expressly excepted from this Lease and reserved to Lessor, its successors, assigns and licensees:

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(a) All oil, gas, timber (other than that necessary to permit orderly mining on the Leased Premises) and other minerals other than coal, all accumulations (commercially valuable slate, refuse, gob and similar mining by-products), all coal not leased herein, all coal bed methane not released in the normal course of mining hereunder, all water, and all other estates and rights in and with respect to the Leased Premises, together, with all rights necessary to the development and use thereof;

(b) The right of access at any time to enter upon the Leased Premises, over existing roadways or otherwise, and to drill, bore, excavate, cut, remove, mine, develop, transport and market (or to lease or license to others said rights) all such oil, gas, timber, water, coal, coal bed methane, accumulations and other minerals hereinabove reserved to Lessor;

(c) The right to use all roads (including roads made by Lessee) and to construct roads, conveyors, structures and appurtenances (or to tease or license to others said rights) which may be necessary in Lessor’s opinion for the development, removal, transportation or processing of such oil, gas, timber, water, coal, coal bed methane, accumulations and other minerals, rights and estates;

(d) The right to grant licenses, rights of way and easements as may be necessary or desirable in Lessor’s opinion:

(e) The right to currently be party to and to enter into mining leases with third parties to surface mine the coal seams covered by this Lease; and

(f) All rights-of-way, easements and agreements with third parties existing on the date hereof.

ARTICLE (5): LANDLORD-TENANT RELATIONSHIP

Anything in this Lease to the contrary notwithstanding, it is expressly understood, stipulated and agreed that the relationship between Lessor and Lessee shall be that of

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Landlord and Tenant and nothing herein shall be construed or interpreted as establishing between Lessor and Lessee a relationship of partners, joint venturers, principal and agent, vendor and purchaser, or any other relationship except that of Landlord and Tenant. Lessor shall not direct or control the operations of Lessee and hereby waives and disclaims any right to exercise any supervision, operation or control with respect to the operations of Lessee.

ARTICLE (6): TERM OF LEASE

This Lease will take effect as of July 7, 2005, and shall continue for an initial period of ten (10) years (“Initial Term”). If Lessee is in compliance with all terms and conditions of this Lease and Lessee, together with any of its owners or other affiliated entities, is in compliance with all terms and conditions of any additional tease or other agreement in effect with Lessor at the time of the expiration of the Initial Term, then Lessee may renew this Lease, subject to the same terms and conditions herein stated, for an additional five (5) year term or for a period ending when all merchantable and mineable coal which is the subject of the Lease shall have been mined and removed from the Leased Premises pursuant to the provisions of the Lease, whichever occurs first, by giving Lessor written notice of Lessee’s intention to renew this Lease at least three (3) months prior to expiration of the Initial Term.

ARTICLE (7): ESSENTIAL RELIANCE

It is understood that it is the essence of this Lease that Lessor enters into this Lease expressly relying upon the demonstrated skill, experience, character, substance, credit and ability of Lessee and its present management. Lessor and Lessee hereto expressly recognize and acknowledge that the obligations of Lessee hereunder are “personal services” of a lessee whom Lessor considers to be uniquely competent and qualified to perform those services. Recognizing such unique competence, qualification, skill, credit, character and substance of Lessee, Lessor enters into this Lease because of the special trust and confidence that Lessor

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has in the ability of Lessee to perform its obligations hereunder. For these reasons, Lessor demands, and Lessee specifically agrees that Lessee alone, and no other person or entity, will perform all of Lessee’s obligations hereunder. Lessor and Lessee expressly recognize and acknowledge that performance by some person or entity other than Lessee would, by the very nature of the services to be rendered by Lessee hereunder, constitute something essentially different from the performance contemplated by Lessor and Lessor’s reliance upon Lessee under this Lease. Therefore, Lessor and Lessee hereto expressly agree that the obligations of Lessee contemplated hereunder shall be performed only by Lessee. Nothing in this Article (7) is intended to prevent Lessee from using reputable contractors to mine the coal leased herein.

ARTICLE (8): MINIMUM RENTAL

(a) Lessee shall pay to Lessor, by wire transfer of immediately available federal funds to such account as Lessor may from time to time designate in writing to Lessee, or in such other manner as Lessor may from time to time designate in writing, as a minimum monthly rental (the “Minimum Rental”) for the Leased Premises, whether Lessee mines any coal therefrom or not, the following sums:

Year 2005 : [            *            ] per month first due and payable on July 25, 2005 for the previous month of June and continuing to be payable on the 25th day of each month with the last payment for 2005 due on January 25, 2006 for the previous month of December. Notwithstanding the foregoing, Lessor agrees to waive the Minimum Rental until the earlier of (i) 30 days after the Lessee signs a contract for term business and begins delivering coal on the contract or (ii) 80 days after the preparation plant being constructed on the Leased Premises becomes fully operational.

Year 2006 and Beyond : [            *            ] per month due and payable on the 25th day of each month for the previous month throughout the Initial Term and any extensions or renewals thereof.

(b) Each month’s Tonnage Royalty (as defined below) shall be credited against the Minimum Rental due so that no Minimum Rental payment shall be due in any month where Tonnage Royalties due equal or exceed the Minimum Rental. In any month where the

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Tonnage Royalty due does not exceed the Minimum Rental, the difference between the Minimum Rental paid and the Tonnage Royalty due for that month shall be credited to Lessee’s account for subsequent months. Lessee shall then have the right to produce and ship, without paying any Tonnage Royalty, such quantities of coal as would produce, at the royalty rates prevailing at that time, a Tonnage Royalty equal to that credit. This right of recoupment may be exercised within twenty-four (24) months from the time the credit accrues. In no event will Lessee pay less during any month than the Minimum Rental. This right of recoupment shall expire upon the expiration or termination of this Lease.

ARTICLE (9): TONNAGE ROYALTY

(a) Lessee shall render to Lessor at its office in Kingsport, Tennessee, or such other place as Lessor may from time to time designate in writing to Lessee on or before the 25 ^th day of each month, a true and correct statement of the tonnage of coal shipped from the Leased Premises during the preceding month in a form satisfactory to Lessor. Such statement shall show the number of tons of coal mined, in inventory and shipped from the Leased Premises and the number of tons of coal taken away, hauled or sold by Lessee and its affiliates, agents and contractors to persons or entities, including its own employees, as well as the number of tons used by Lessee on the Leased Premises, as hereinafter provided.

(b) Lessee agrees that it will furnish to Lessor, on or before the 25th day of each month, weigh sheets, accurately and truthfully showing the quantity of coal shipped from the Leased Premises during the preceding calendar month.

(c) For the purpose of ascertaining accurate tonnages removed, Lessee agrees that the quantity or weight of coal removed from the Leased Premises shall be determined by actual weight, as determined in accordance with paragraph (f). Upon request by Lessor, Lessee shall furnish copies of actual weigh ticket summary reports for specific periods of time.

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Weights shown upon such tickets shall be prima facie presumed to be correct. Each payment of royalty shall be accompanied by a statement showing the coal mined during the period for which such payment is tendered, the persons or entities to whom sold, the gross sales price per ton as that term is defined in paragraph (h) herein and the royalty due thereon certified to by Lessee. Upon request by Lessor, Lessee shall provide copies of the buyers’ vouchers of payment for such coal indicating the total price paid for such coal, whether stated as a price per ton or in some other form.

(d) (i) Lessee agrees that, if requested in writing at any time by Lessor, it will furnish to Lessor on or before the 25th day of each month a true and correct statement of the tonnage of coal mined by Lessee, its affiliates, agents or contractors during the preceding calendar month on the Leased Premises and in and on adjoining, adjacent and neighboring premises.

(ii) Lessee agrees that Lessor shall have the right to determine for itself, from time to time, the tonnage of coal mined on the Leased Premises and in and on adjoining, adjacent and neighboring premises owned, leased or operated by Lessee, and to require Lessee, its affiliates, agents or contractors to so designate the tonnage mined, held in inventory and shipped from each of such premises.

(e) Lessee agrees that the records and accounting of Lessee relating to the tonnages of coal mined, proceeds received and taxes paid on account of coal mined, in inventory and shipped from the Leased Premises and from any other premises owned, leased or operated by Lessee, in instances where this coal is to be commingled with coal mined from the Leased Premises, shall be kept open for the inspection of Lessor at all reasonable times

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and shall be kept in accordance with generally accepted accounting principles consistently applied.

(f) Lessee agrees that the quantity of coal shall be determined by the weigh scales of the railroad which carries the coal to market and if any coal is taken from the Leased Premises by other means, or used thereon, the quantity so taken or used shall be determined by the mine weigh scales and according to the sales books and accounts of Lessee. If the coal is gasified, liquefied or otherwise utilized in place so that it cannot be conveniently and economically weighed, the weight of the coal so taken shall be estimated by the most modern and equitable means then available and such estimated weights shall be used in place of scale weights. Coal mined and shipped from the Leased Premises, and loaded and mixed in railroad cars with coal from the properties or sources other than the Leased Premises, shall be paid for in such proportion of the railroad scale weights as the scale weights of coal from the Leased Premises bear to the total mine scale weights of coal so loaded and mixed. Lessee agrees to conform to any and all other reasonable requirements of Lessor to insure the accurate ascertainment of the actual weight of coal taken from the Leased Premises.

(g) Lessee shall on or before the 25th day of each calendar month, pay to Lessor by wire transfer of immediately available federal funds to such account as Lessor may from time to time designate in writing to Lessee, or in such other manner as Lessor may from time to time designate in writing, a royalty on each and every ton of coal mined, shipped and sold from the Leased Premises (“Tonnage Royalty”) in the preceding month, calculated as follows:

Coal Mined by the Deep Mining Method

[        *        ] of the Gross Sales Price (as defined herein) per ton of 2,000 pounds or [        *        ] per ton of 2,000 pounds, whichever is greater (“Lease Royalty Rate”)

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Refuse Material

[        *        ] of the Gross Sale Price per ton of 2,000 pounds or [        *        ] per ton of 2,000 pounds, whichever is greater on all material removed from the refuse pile and sold

(h) Lessee agrees that for the purpose of calculating the Tonnage Royalty above provided, the term “Gross Sales Price” as used herein shall mean the sales price (gross proceeds) received by Lessee or its parent company or any of their affiliates, associates or subsidiaries from an independent third party buyer F.O.B. the loading point in an arm’s length transaction after final preparation and loading, without the deduction of any costs whatsoever (other than, in the case of the sale of any refuse material from the Huff Branch refuse pile, reasonable trucking costs actually incurred and paid by Lessee), such sales price upon which said Tonnage Royalty shall be based to include all amounts paid by such third party buyer for such coal, whether stated as a part of the price per ton or not, and whether paid in cash or otherwise.

If any coal mined under this Lease shall be consumed on or off the Leased Premises by Lessee, or sold as coal for domestic use or sold and delivered to any other location, the Gross Sales Price of such coal for the purpose of computing the Tonnage Royalties set forth above shall be the sales price which would have been received by Lessee or its parent company or any of their affiliates, associates or subsidiaries for the coal so consumed from any independent third party buyer F.O.B. the loading point in an arm’s length transaction after final preparation and loading.

(i) Lessee shall pay full Tonnage Royalty at the rate herein stipulated upon all mineable and merchantable coal, whether in place or mined, which is burned, lost, destroyed, abandoned or injured by fire or explosion (“Lost Coal”), when such loss is caused by negligence of Lessee or any of its agents, contractors or employees or the fail Lessee to properly mine

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or provide for the mining of such coal by standard met mining. Lost Coal shall be paid for according to the following formula:

(Lease Royalty Rate) x (Average Gross Sales Price) x (Recoverable tons)

The Lease Royalty Rate is provided in paragraph (g). The Average Gross Sales Price as used in this paragraph is the average of the Gross Sales Prices for all coal sold during the month preceding the month of the occurrence of Lost Coal during which coal was actually sold pursuant to this Lease. Recoverable tons is defined as [            *            ] of tons in place for deep mined coal. The number of tons of Lost Coal in place is calculated by multiplying [            *            ] times the square foot area of Lost Coal times the thickness in feet for the Lost Coal. Payment for Lost Coal shall be made by Lessee to Lessor within one (1) month following such loss.

(j) All Minimum Rentals or Tonnage Royalties becoming due and payable by Lessee to Lessor under the terms hereof shall be paid promptly by Lessee unto Lessor by wire transfer in the same manner as specified in paragraph (a) of Article (8) without previous demand for same, and all payments shall be treated as rents reserved for the use of the Leased Premises.

(k) Lessee shall pay interest to Lessor at the rate of [            *            ] compounded annually on all amounts not paid when due.

ARTICLE (10): MINING OPERATIONS

(a) Lessee shall no later than January 1, 2006, enter upon the Leased Premises and begin, and diligently continue, to mine and remove coal from the Leased Premises in an energetic, approved, skillful and workmanlike manner, utilizing a mine plan reviewed by Lessor, so as to recover the greatest possible amount of mineable and merchantable coal from the Leased Premises employing modern machinery and equipment and good mining and land

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development practices and in accordance with the plans submitted by Lessee to Lessor pursuant to Article (11) hereunder, having due regard for the value of the Leased Premises as a coal producing property so as to avoid damage to and waste of any seams of coal, whether granted as a part of the Leased Premises or not so granted. Lessee shall continue mining the same with due diligence and without interruptions of any nature during the term of this Lease, subject only to force majeure as provided below.

If Lessee is unable, wholly or in part, by reason of force majeure, as hereinafter defined, to carry out any of its obligations under this Lease, other than financial obligations when due, then during the continuance of the force majeure, but not exceeding three (3) aggregate months in any calendar year, Lessee shall give Lessor prompt written notice reasonably detailing such force majeure. Thereupon, the obligations of Lessee, so far as they are affected by such force majeure, shall be suspended during the continuance of such force majeure.

For the purpose of this Lease, the term “force majeure” shall mean any act or occurrence, beyond Lessee’s control, that reasonably prevents the mining, processing, transportation or delivery of coal including fire, natural flood, damage to or destruction of Lessee’s mines, improvements or machinery, riot, strikes, acts of God, serious accident or other cause beyond the reasonable control of the Lessee and to which Lessee, it agents or employees have not willfully or negligently contributed. Lessee shall, however, upon the happening of any event of force majeure, use all reasonable efforts to remove as promptly as possible the cause of the inability to mine and ship coal.

(b) Lessor shall at all times have the right to enter the Leased Premises and the workings and mines of Lessee in order to audit, review, examine, survey and/or measure the same, or any part thereof, to determine that all the terms and conditions of this Lease have been fully complied with. In furtherance of the foregoing, Lessor shall have the right to freely

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use any means of access to the Leased Premises and workings and mines thereon without let, hindrance or molestation, provided that such use does not unreasonably to interfere with Lessee’s operations.

(c) If Lessor finds and reports to Lessee in writing that, in the progress of the work, any areas of merchantable and mineable coal of workable thickness have been passed by with the result that coal has not been removed, which, in accordance with good mining practices should have been removed, Lessee agrees to return to such areas and remove the coal therefrom or pay for the coal under the Lost Coal provision set forth in Article (9).

(d) The term “mineable and merchantable coal”, wherever used in this Lease, means coal which can be ordinarily mined and sold, at a profit by the use of such then current modern mining methods and cleaning machinery and equipment as are reasonably adapted to practical, efficient and economical mining under the conditions found and in conformity with prudent mining practices and diligent and skillful management.

(e) Lessee shall maintain such possession and control of the mines operated hereunder as may be necessary to prevent trespass thereon or therein and shall, at its own expense, do whatever is necessary to prevent such trespass, and shall also at its own expense and in its own name (and in the name of Lessor when specifically authorized by Lessor), initiate and conduct all proceedings necessary to that end.

(f) Lessee shall use all reasonable care and precaution to (i) prevent the occurrence of fires in timber or forest growth on the surface overlying the Leased Premises; (ii) prevent mine fires in the coal seams on the Leased Premises; and (iii) pursue the prompt extinguishment of any such fires caused by its activities. Lessee shall also cooperate with Lessor and Lessor’s other lessees or agents in extinguishing such fires on adjoining lands that may be liable to spread to or over the Leased Premises. Lessee shall be responsible for all

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injuries and damages caused by fire, including but not limited to, damages to timber, forest growth and property and injuries to persons on the Leased Premises or adjoining lands due to the negligence of Lessee or any of its employees when on duty, subcontractors, agents or assigns.

(g) Lessee shall not transport into, over, through or under the Leased Premises or ship (or otherwise transport for purposes of blending or otherwise) onto or from the Leased Premises any coal mined from other lands, without the express written consent of Lessor.

(h) Lessee agrees that, if in the prosecution of its mining operations hereunder, it encounters or leaves unmined, as unmineable and unmerchantable coal or coal which may be inaccessible, any part or portion of the coal covered hereby (it being understood that such coal can only be left as unmineable and unmerchantable with the consent of Lessor or after it has been determined as a matter of fact to be unmineable and unmerchantable) and the operations of Lessee hereunder have advanced to the point where it is no longer practicable to mine such coal, or the coal is inaccessible to the Lessee, and to the point where such removal of such coal will not injure or damage Lessee’s mine operations, then in such event, Lessor at its election, may declare in writing such coal so left as no longer being a part of the Leased Premises and may mine and remove such coal or lease and sublease the same to another for the purpose of mining and removing the same as though it had not been included in this Lease in the first instance; provided that such mining is done in such a manner as not to unreasonably interfere with Lessee’s mining operations under this Lease. Lessor shall give Lessee at least sixty (60) days advance written notice of its intention to invoke this paragraph (h), identifying the areas to be deleted from the Leased Premises.

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(i) Lessee shall mine through portions of the coal seams that are faulty or would yield unmerchantable coal if the amount and quality of coal lying beyond the fault appears economically justifiable.

(j) During the term of this Lease, if a third party proposes to develop a mine on the Leased Premises, and after 30 days notice of such third party’s proposal to Lessee, Lessee determines that the area proposed to be mined by such third party is not in its two year horizon and not a part of an established long term mine plan, then Lessee promptly, upon Lessor’s request, shall surrender from the Lease Premises and this Lease the area of such coal seams and appurtenances, if any, necessary for such third party to develop such mine. If Lessor elects to require Lessee to surrender such coal to allow Lessor to lease to a third party, Lessee, upon request of Lessor, shall promptly transfer to such third party any of its permits that uniquely apply to such coal and otherwise shall grant such permit rights as are necessary to allow such third party to develop a mine as proposed. Lessee will be entitled to fair market value for money spent on acquiring the permits.

ARTICLE (11): SURVEYS, MAPS AND PERMITS

(a) Lessee shall at its expense employ a competent, registered professional mining engineer, whose duty it shall be to plan and project in advance the coal mining operations to be conducted on the Leased Premises in an efficient and practicable manner, according to accepted and approved engineering practices for the development of coal mines by the methods of mining herein provided for.

(b) The registered mining engineer shall lay out plans for development of the mining and cause maps on a scale of four hundred (400) feet to one (1) inch, or such other scale as Lessor may deem acceptable, to be made, which maps shall show thereon, fully and accurately, mining plans and proposals for mining, all improvements and surface structures to

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be made in conjunction with the mining of the coal, reclamation methods after removal of said coal, elevation of the coal seam, total coal thickness, total seam thickness, contour above sea level and 1983 State Plane Coordinate grids, and Lessee shall, thirty (30) days before the commencement of any mining operation, furnish a copy of such maps and electronic files in a format acceptable to Lessor, together with a copy of all mine permit applications to Lessor. Lessor shall, within fifteen (15) days after receipt of the plan, notify Lessee of Lessor’s acceptance or rejection of such plan. Lessor’s review of such plans shall be for the purpose of maximizing the recovery of coal, and if any difference shall arise as to Lessee’s plan which cannot be mutually resolved to both parties’ satisfaction, then such plan may be submitted to arbitration as provided for in Article (25) of this Lease.

(c) Any future revisions to Lessee’s mining, reclamation or other plans and all permit applications, amendments, completions and maps must be reviewed with Lessor as provided in the preceding paragraph (b) before submittal to any governmental agency.

(d) Lessee agrees that the event of partial or total surrender of any part of the Leased Premises, or to facilitate professional, orderly and workmanlike development of all coal reserves on the Leased Premises, Lessee shall within a reasonable period of time, and at the option of Lessor, take all actions reasonably necessary to transfer any permits that have been obtained associated with the terminated or surrendered portion of the Leased Premises to another lessee, if any. In order to implement the assignment of these permits, Lessee shall execute an irrevocable power of attorney granting to Lessor or others which Lessor may designate, the right to execute a permit transfer form and all other applicable forms necessary to transfer any mining permits and any other permits associated with the respective surrendered or terminated areas or operations of Lessee.

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(e) Lessee agrees to give Lessor reasonable notice of its or any contractor’s intention to permit (under applicable state law) any area on or in the Leased Premises and agrees to cooperate in good faith with Lessor in this regard to the mutual benefit of both Lessor and Lessee.

(f) No later than March 1 and August 1 of each year, Lessee shall furnish to Lessor maps and/or electronic files in a format acceptable to Lessor which accurately show workings and extension of Lessee’s mining operations on the Leased Premises during the six (6) month period ending December 31 and June 30, respectively, and any other reasonable information requested by Lessor. The maps shall be on a scale of four hundred (400) feet to one (1) inch or such other scale as requested in writing by Lessor and shall be based on tied surveys of all workings utilizing the Lessor’s Base State Plane Coordinate System and shall be delivered to Lessor at its designated office.

(g) Lessor itself, or through its agents, shall at all times have access to the plans, permit applications (amendments and completions), maps, electronic files, exploration and quality data in a form acceptable to Lessor, and tracings of Lessee and may take therefrom copies of such portions as Lessor or its agents may desire, if Lessee fails to furnish maps or other records as herein provided for and continues not to furnish such maps or documents for a period of ten (10) days after written demand by Lessor, Lessor may employ a competent engineer to make