EX-10.40



 Exhibit 10.40 
 THIS AMENDED AND RESTATED COAL MINING LEASE AGREEMENT, dated as of August 14, 2006 by and between WPP LLC (“Lessor”), a Delaware limited liability company and WILLIAMSON ENERGY, LLC
(“Lessee”), a Delaware limited liability company. 
 W I T N E S S E T H 

WHEREAS, Lessor owns certain coal reserves which it acquired by Special Warranty Deeds dated on or about July 11,
2005, January 20, 2006, and August 14, 2006, in Franklin and Williamson Counties, Illinois; and 

WHEREAS, Lessor or its predecessors in interest leased the aforementioned coal reserves to Lessee under those certain Coal Mining
Lease Agreements dated May 1, 2005 (the “Existing Leases”); and 
 WHEREAS, a Short Form Lease describing
each of the Existing Leases is of record as follows: 
 Short Form Lease from Steelhead Development Company, LLC, a Delaware
limited liability company, to Williamson Energy, LLC, a Delaware limited liability company, dated May 1, 2005, recorded May 5, 2005, as Document No. 2005-2626, in the Recorder’s Office of Franklin County, Illinois (Tranche A,
Asset A); 
 Short Form Lease from Steelhead Development Company, LLC, a Delaware limited liability company, to Williamson
Energy, LLC, a Delaware limited liability company, dated May 1, 2005, recorded May 5, 2005, in Miscellaneous Record 291 on page 458, in the Recorder’s Office of Williamson County, Illinois (Tranche A, Asset A); 

Short Form Lease from Steelhead Development Company, LLC, a Delaware limited liability company, to Williamson Energy, LLC, a Delaware
limited liability company, dated May 1, 2005, recorded May 5, 2005, as Document No. 2005-2627, in the Recorder’s Office of Franklin County, Illinois (Tranche B, Asset B); 

Short Form Lease from Steelhead Development Company, LLC, a Delaware limited liability company, to Williamson Energy, LLC, a Delaware
limited liability company, dated May 1, 2005, recorded May 5, 2005, in Miscellaneous Record 291 on page 459, in the Recorder’s Office of Williamson County, Illinois (Tranche B, Asset B); 







 Short Form Lease from Steelhead Development Company, LLC, a Delaware limited liability
company, to Williamson Energy, LLC, a Delaware limited liability company, dated May 1, 2005, recorded May 5, 2005, in Miscellaneous Record 291 on page 461, in the Recorder’s Office of Williamson County, Illinois (Part of Asset B);

 Correction Short Form Lease between Williamson Development Company, LLC, a Delaware limited liability company, successor of
Steelhead Development Company, LLC, and Williamson Energy, LLC, a Delaware limited liability company, effective May 1, 2005, recorded February 15, 2006, in Miscellaneous Record 296 on page 897, in the Recorder’s Office of Williamson
County, Illinois (Corrected the legal description in the above lease, Part of Asset B); 
 Short Form Lease from Steelhead
Development Company, LLC, a Delaware limited liability company, to Williamson Energy, LLC, a Delaware limited liability company, dated May 1, 2005, recorded May 5, 2005, as Document No. 2005-2628, in the Recorder’s Office of
Franklin County, Illinois (Tranche C, Asset C); and 
 Short Form Lease from Steelhead Development Company, LLC, a Delaware
limited liability company, to Williamson Energy, LLC, a Delaware limited liability company, dated May 1, 2005, recorded May 5, 2005, in Miscellaneous Record 291 on page 460, in the Recorder’s Office of Williamson County, Illinois
(Tranche C, Asset C); and 
 WHEREAS, Lessor and Lessee desire to amend and restate each of the Existing Leases in their
entirety; and 
 WHEREAS, certain other coal reserves not currently owned by Lessor may be mined by the Lessee; and

 WHEREAS, Lessor and Lessee have agreed that royalties are to be paid to Lessor from coal mined from an area designated
herein and defined below as the Leased Premises; and 
 WHEREAS, Lessee is agreeable to paying royalty on those coal
reserves in the Leased Premises, regardless of whether they are currently or hereafter controlled by ownership or lease by either the Lessor or Lessee. 







 NOW, THEREFORE, in consideration of the premises which are not mere recitals but are
an integral part hereof and other good and valuable consideration including the rents, royalties, covenants and agreements herein contained, the parties hereto, intending to be legally bound hereby, covenant and agree as follows: 

SECTION 1. LEASE FOR COAL MINING PURPOSES. 
 In consideration of the terms, conditions, and stipulations set forth to by Lessee, Lessor, acting on its own behalf and with the intention of exercising any right, option or power held by it on behalf of
any other person or entity, does hereby demise, lease and let to Lessee, for the purpose of mining, processing and transporting, all the coal described in and by the methods stated in Exhibit A, attached hereto and made a part hereof, and
hereinafter referred to as the Leased Premises. If Lessor acquires coal adjacent to, near or in the vicinity of the Leased Premises and any rights regarding such coal and/or the rights to mine such coal (“Coal Rights”) within ten
(10) years from the date of this Lease or during the term of this Lease, whichever is the longer period, Lessor shall notify Lessee of all such Coal Rights acquired within 30 days after the end of the calendar quarter in which they were
acquired, and all Coal Rights so acquired by Lessor within such period shall be included in and made a part of the Leased Premises and thereby subject to this Lease immediately upon Lessor’s acquisition of the same without any further
consideration and without any further action or documentation by Lessor or Lessee (except for the required notification by Lessor to Lessee of the Coal Rights acquired in any calendar quarter). 

SECTION 2. RESERVATIONS AND EXCEPTIONS. 
 All rights, title and interest vested in Lessor in or relating to the right to mine the coal contained within the Leased Premises are specifically granted to Lessee. Lessee acknowledges that Lessor has no
interest, right or title to the surface, oil and gas or other estates other than those granted to it by the various conveyances to Lessor and that it is 







 
the intent of the parties hereto to grant to Lessee, by this Lease, all rights therein granted and Lessee acknowledges that it takes this lease subject to all encumbrances, rights of way and
easements of any kind affecting the Leased Premises and the surface overlying the coal seam herein leased. 
 SECTION 3. TERM.

 The term of this Lease shall be for a period of 15 years from the date set forth in the preamble paragraph hereto
(hereinafter, the “anniversary date”), unless sooner terminated as hereinafter provided. Provided, however, if the Lessee is not in default of the terms hereof at the end of the primary term as set out above or any extended term, it may
elect to renew this Lease for additional 5 year terms on the same terms and conditions set forth herein until all the merchantable and mineable coal underlying the Leased Premises shall have been mined and removed. 

In the event all the merchantable and mineable coal underlying the Leased Premises shall have been mined and removed from the Leased
Premises pursuant to the provisions of this Lease, then this Lease shall cease and terminate upon the date when all such coal shall have been mined and removed. Any disagreement between Lessor and Lessee as to whether all merchantable and mineable
coal has been mined and removed pursuant to the provisions of this Lease shall be submitted to arbitration in the manner provided in Section 10 hereof. 
 In the event the Leased Premises shall be taken, damaged, or injured by the exercise of the right of condemnation or eminent domain, or any other legal proceedings or acts by federal, state, county,
municipal, or other governmental, public, or quasi public authority, or by any corporation, person, or persons having Lawful power and authority to exercise the right of condemnation, eminent domain or legal proceeding, in any way which impacts the
ability to mine the coat within the Leased Premises, then this Lease shall automatically terminate with respect to any property taken on the date of such taking. 







 SECTION 4. ROYALTIES. 
 Lessee shall pay to Lessor, NRP (Operating) LLC; Lockbox 2495; Columbus, OH 43260, or at such other places as Lessor may from time to time designate in writing, during the term of this Lease, as rental
hereunder, a tonnage royalty for the coal mined from the Leased Premises during each calendar month of the term hereof, to be received by Lessor within 20 days from the end of the month to which payment applies, a royalty in the amount of the
greater of 8% of the Gross Selling Price of the coal or $2.50 per clean ton on the first 8,000,000 clean tons mined from the Number 6 seams of coal on the Leased Premises in any calendar year. For all tonnage mined from the Leased Premises in excess
of the 8,000,000 clean tons from the No. 6 Seams referred to above in any calendar year, the royalty shall be the greater of 5% of the Gross Selling Price of the coal or $1.50 per clean ton. The foregoing payments shall hereafter be referred to
as “Tonnage Royalty”. 
 In addition to the foregoing Tonnage royalty, Lessee shall pay a minimum
deficiency of $2,000,000 due and payable on January 20, 2007, covering the period beginning with the date hereof until December 31, 2006. Thereafter, for the four calendar quarters in 2007, the quarterly minimum deficiency will be
$1,500,000 due and payable on the 20th of April, July,
October, in 2007 and January 2008 for the prior quarter’s production. Thereafter, beginning with the quarterly minimum deficiency due April 20, 2008, the quarterly minimum deficiency will be $2,000,000, payable on the 20th of January, April, July and October in each year this Lease is in
effect, for the prior quarter’s production. Each payment of the quarterly minimum deficiency shall hereafter be referred to as a “Quarterly Deficiency Payment”. If during any quarter Lessee shall pay Tonnage Royalty that is less than
the Quarterly Deficiency Payment, Lessee will pay to Lessor, at the prescribed time, the difference between the Tonnage Royalty paid and the Quarterly Deficiency Payment due. If during any quarter Lessee shall pay Tonnage Royalty that is equal to or
in excess of the Quarterly Deficiency Payment, then no Quarterly Deficiency Payment shall be due for that quarter. If during any quarter the Tonnage Royalty exceeds the Quarterly Deficiency Payment due for the quarter then Lessee has the right to
recoup any unrecouped Quarterly Deficiency Payment made 







 
during the preceding 19 quarters from the excess Tonnage Royalty on a first-paid, first-recouped basis. No Tonnage Royalty paid for coal mined in any quarter shall be credited to the payment of
any Quarterly Deficiency Payment due for any succeeding quarter or quarters. These Quarterly Deficiency Payments shall forever cease in the quarter when the amount of merchantable and mineable coal remaining in the Leased Premises would yield a
total Tonnage Royalty equal to the unrecouped Quarterly Deficiency Payments. Notwithstanding any of the foregoing, should Lessee be unable to mine coal form the Leased Premises during a period of 30 consecutive calendar days during the term hereof
as a result of a Force Majeure, the subsequent Quarterly Deficiency Payments, as the case may be, shall be adjusted and prorated to waive the applicable Quarterly Deficiency Payments for such days in which Lessee was unable to mine coal. The term
“Force Majeure” as used herein, shall mean a nationwide strike in the coal industry or a strike at the mine on the Leased Premises, acts of God, acts of a public enemy, wars, insurrections, earthquakes, floods, loss of utilities and other
causes beyond the reasonable control of Lessee. If the Parties are unable to mutually agree to the occurrence or resolution of a Force Majeure event the parties shall submit the matter to arbitration pursuant to this Lease. 

Provided further, Lessee further agrees to pay an overriding royalty of $0.10 per ton on the first 8,500,000 tons mined from the coal
reserves as more specifically set forth in the green shaded area of Exhibit B to this Lease. The property depicted in the green shaded area of Exhibit B to this Lease is not subject to any other royalty interest contained in this Section but would
be considered “foreign coal” as described in Section 16 hereof. The amounts paid as overriding royalty as provided in this paragraph for tons mined from the area shown on Exhibit B shall not be used as a credit against any minimum
deficiency or Quarterly Deficiency Payment provided for in this Lease. All overriding royalty payments provided for in this paragraph shall be due and payable within 20 days from the end of the month which the payment applies. 







 The term “ton” referred to herein shall mean 2,000 pounds. 

The term “coal” referred to herein shall include any low—coal content merchantable product that is sold and shipped under
various trade names including, but not limited to, bone, coal, fuel and middlings (collectively “Middlings”). In the event any Middlings are sold and shipped, then the Parties agree to negotiate a fair reduction to the fixed dollar portion
of the Tonnage Royalty. 
 Subject to the qualification hereinafter stated in this paragraph, “Gross Selling Price” of
coal shall, for all purposes under this Lease, be the amount received, either directly or indirectly by Lessee or any of its affiliates or any direct or indirect financially controlled company in the first bona fide arm’s length transaction,
after preparation and/or tippling, regardless of who owns or operates such preparation or tippling facilities, f.o.b. railroad cars or other transport at the mine site, without any deduction for selling expense or sales commission. If Lessee, any
affiliated company of the Lessee, or the preparer or tippler of the coal shall consume any of the coal, the price of the coal as consumed shall be considered equal to the (1) same month’s weighted average sales price of coal sold to
unaffiliated customers, or (2) if there are no unaffiliated customers, the average sales price of comparable coal from the Illinois Basin coalfield in the open market. 
 Lessee shall furnish to Lessor on or before the 20th day of each calendar month a statement showing the quantity of coal shipped from the Leased Premises and weights of coal, if any, consumed on the
Leased Premises or 3t the preparation plant or tipple during the preceding calendar month. The Parties will mutually agree to methods for the ascertainment of and payment of Tonnage Royalties on the coal mined, shipped, sold, or consumed under this
Lease. Lessee shall keep accurate and correct books of account showing all coal mined, and all coal consumed, transported, or shipped from the Leased Premises or elsewhere, together with the correct weights and Gross Selling Price thereof, to which
books and records Lessor shall at all reasonable times have access for verification of 







 
statements to be furnished by Lessee. Lessor, for like purposes is hereby authorized to demand and require of any railroad company, trucking company or other agents transporting the products of
the Leased Premises, inspection of its books and records, showing the weight and quantity of such products and pertinent information in relation thereto. Said carriers and other agents are hereby authorized and requested by Lessee to show Lessor, or
its agents, all such books and records and to furnish all such information when requested. 
 In the event it shall be necessary
in mining coal from the Leased Premises to load the same over a tipple or tipples over which other coal is loaded, thereby mixing the coal from the Leased Premises with other coal, Lessee shall keep a strict account of the tonnage of coal from the
Leased Premises as well as a strict account of the tonnage of other coal being loaded over the same tipple or tipples. The method of determining these respective tonnages shall be approved in writing by the Engineer of Lessor before other coal may
be mixed with coal from the Leased Premises, such approval not to be unreasonably withheld, conditioned or delayed. 
 In the
event coal from the Leased Premises is so commingled, then the Gross Selling Price, as set forth in Section 4 hereof shall be the average sales price for all coal with which coal from the Leased Premises is commingled, to the end that unless
the coal from the Leased Premises is mined, transported, processed., stored and sold separately from all other coals, then the Gross Selling Price shall be the Average Gross Selling Price for all coal sold from the Lessee’s facility with which
coal from the Leased Premises is commingled. 
 It is the intent of this Lease that monthly royalty payments will be paid on a
sales basis. In the event of commingling, all coal produced from Lessor’s property shall be reconciled to total sales along with any foreign coal that is commingled with Lessor’s coal. This reconciliation shall be done monthly. The only
allowable adjustment to total 







 
sales is a reduction for third party coat segregated and not commingled at any time with Lessor’s coal. Lessor’s portion of total sales will be prorated based on Lessor’s
percentage of total sales since the last reconciliation and adjustments made, plus or minus, at that time. There will be no other adjustments to sales tons or methods used to reconcile Lessor’s royalty payments unless expressly agreed to in
writing by Lessor. 
 SECTION 5.     TAXES, INSURANCE AND INDEMNITY. 

Lessor will, in the first instance, pay all the taxes, levies and assessments on or in respect of Lessor’s ownership and during the
continuance of this Lease. Lessee shall pay to Lessor the full amount of such taxes, levies, and assessments, beginning with those covering the calendar year in which this Lease is effective, promptly upon receipt of Lessor’s statement
therefore, such amounts to constitute and be treated as additional rental hereunder. Lessee shall promptly pay at the several times they become due and payable all taxes levied or assessed upon coal mined from or products manufactured from coal upon
the Leased Premises. Lessee shall also pay any and all taxes due to the state and/or its subdivision for severing, removing, processing, or preparing of said coal, except for taxes on gross or net income of Lessor on receipt of royalties, and Lessee
shall also pay all royalties for removal of coal required by any existing or future labor agreements of Lessee, its agents, operators or affiliates. 
 Lessee may at any time during the continuance of this Lease, at its own cost and expense, and after reasonable notice to Lessor of its intention so to do, contest any of the taxes, levies, or assessments
to be borne by Lessee as above provided. In the event of any such contest, Lessee is authorized to proceed in the name of Lessor with respect to the reversionary interest of Lessor in the Leased Premises, but Lessee shall indemnify Lessor against
any costs, penalties, expenses, or interest charges arising out of such contest. 
 Lessee shall submit to Lessor, for its
review, a copy of annual reports or returns prepared pursuant to laws or regulations in the State of Illinois with respect 







 
to Lessor’s ownership. It is understood and agreed that the taxes levied or assessed from such reports are based, in part, upon the permitting and/or production of Lessee and for that
reason, Lessee’s payments to Lessor as provided for in this section shall continue and survive any termination or cancellation of this Lease for one year. 
 Lessee agrees that it shall comply with all of the terms and provisions of the Black Lung Laws (defined below) and will secure the payment of Black Lung Benefits (defined below) as hereinafter provided.
“Black Lung Laws” mean the Black Lung Benefits Act, Title IV of the Federal Mine Safety and Health Act of 1977, 30 U.S.C. 901 et seq., and the Internal Revenue Code, 26 U.S.C. 1 et seq., Black Lung Benefits Reform Act of 1977 (P.L. 95-239), Black Lung Benefits Revenue Act of 1977 (P.1. 75-227), Black Lung Benefits Revenue Act of 1981 (PI_ 97-119), as now or
hereafter amended, and all rules and regulations adopted pursuant thereto. “Black Lung Benefits” means any and all benefits payable pursuant to the Black Lung Laws. Lessee acknowledges that, as between itself and Lessor, it is, and shall
be deemed to be, the operator of any coal mine or coal preparation facility or facility used for the extraction, preparation or transportation of coal produced from the Leased Premises and of all related activities, including, but not limited to,
coal mine construction or maintenance, engaged in by Lessee pursuant to the terms of this Lease with respect to any claim for Black Lung Benefits filed by or on account of any of its employees or farmer employees. Lessee shall secure and shall
require any other person or entity who operates, controls, or supervises a coal mine or coal preparation facility on the Leased Premises or performs services of construction, maintenance, transportation, or other activities related to coal mining or
preparation under the terms of this Lease, or who otherwise may be liable for the payment of Black Lung Benefits, to secure the payment of such Black Lung Benefits to or on account of employees or former employees in accordance with the Black Lung
Laws and shall provide Lessor, upon request, with appropriate certification that each of them has provided security in compliance with all Black Lung Laws for the payment of such Black Lung Benefits. Without limiting the generality of Lessee’s
obligations to comply with all other provisions of this Lease, Lessee agrees that it will secure and guarantee the payment of 







 
all Black Lung Benefits required to be paid under the Black Lung Laws by reason of mining, construction, transportation, and related activities under this Lease, and Lessee does hereby agree that
it will indemnify and hold Lessor harmless from any liability or expenses, including reasonable attorney fees and expenses, which Lessor may suffer directly or indirectly, as a result of or with respect to any claim for Black Lung Benefits filed by
or on account of any of Lessee’s employees or former employees, or employees or former employees of others who may be required to secure the payment of Black Lung Benefits as provided above. Notwithstanding anything in this Lease to the
contrary, this Lease does not empower Lessor to make any decisions and Lessor hereby expressly waives and disclaims any right to make any decisions with respect to the terms and conditions under which the leased coal is extracted or prepared, such
as, but not limited to, the manner of extraction or preparation or the amount of leased coal to be produced at any particular time, all within the meaning of the Black Lung Laws. The parties hereto do acknowledge, however, that Lessor has reserved
certain rights and has imposed certain requirements under the terms of this Lease solely for the purpose of preventing waste and protecting the reserved rights of Lessor. 
 Lessee further covenants and agrees that all employees of Lessee, or any of its affiliates, and/or any and all other persons performing work on the Leased Premises pursuant to the rights granted in this
Lease will be fully covered by or insured at all times by Workers’ Compensation, and to that end Lessee shall comply with all applicable Workers’ Compensation laws, rules and regulations and shall make all necessary contributions and/or
premium or other payments. Lessee covenants and agrees to indemnify and save harmless Lessor, its members and its and their members, partners (general and limited), shareholders, officers, directors, agents, employees, successors, affiliates and
assigns from and against (a) any and all claims, demands, actions or causes of action by or on behalf of any person, firm, 







 corporation or governmental body for damages, injuries, deaths, penalties, fines, assessments or otherwise
caused by, arising out of, resulting from or as a consequence of, in whole or in part, (1) any acts or omissions of Lessee, its officers, directors, employees, sublessees, contractors, subcontractors, licensees, invitees, engineers, agents,
successors, assigns or parent or affiliated corporations or any other persons or entities acting by direct or indirect authority of Lessee or pursuant to any rights granted in this Lease or (ii) the use and enjoyment of the Leased Premises
pursuant to this Lease or (iii) the approval by Lessor of any plans of the Lessee and (b) any and all costs, counsel fees, expenses and liabilities incurred in or about any such claim or action brought thereon, all of which costs, counsel
fees, expenses and liabilities shall be reimbursed to Lessor by Lessee immediately upon notification from Lessor to Lessee that the same have been incurred. Provided, further, that indemnity obligations under this Lease exclude Lessor’s lost
profit, punitive exemplary, special or consequential damages. Provided, further, that Lessee shall have no liability under indemnity obligations in this Lease unless Lessor timely informs Lessee of a claim, demand, action or use of action and gives
Lessee the right to assume the defense. 
 During the term of this Lease, Lessee shall carry, with a limit of $1 million per
person and $5 million per occurrence, coal mine liability and contractual liability insurance. Lessor, its members and its and their members, partners (general and limited), shareholders, officers, directors, agents, employees, successors,
affiliates and assigns shall be named as additional insureds and provided a certificate of insurance reflecting such coverage, which shall not be cancelable except after 30 days’ notice to Lessor. Such insurance shall provide a waiver of
subrogation for all claims regarding this lease and be written on an “occurrence” basis unless the policy is available only on a “claims made” basis, in which case such “claims made” insurance coverage shall be
maintained in effect for a period of at least 5 years after the termination of this Lease, or until final release of Lessee’s environmental reclamation bonds required by any regulatory authority, whichever shall last occur. 







 SECTION 6.     METHOD OF OPERATION. 

Lessee covenants and agrees that when it commences operation in any of the seams leased herein it will thereafter diligently prosecute its
operations hereunder utilizing modern mining equipment best suited for the prevailing mining conditions so as to develop thoroughly the coal herein leased and to conduct such operations in a careful, skillful, and workmanlike manner, and in
compliance with the present and any future laws of the State of Illinois and of the United States, and also according to the rules and practices of good mining and with due regard for the value of the Leased Premises as a coal producing property.

 Lessee shall be solely responsible for complying with all present and future laws and governmental regulations, including
environmental laws and, including environmental laws and regulations, impacting on or controlling mining and related operations on the Leased Premises, which responsibility shall survive until final release of Lessee’s environmental reclamation
bonds required by any regulatory authority or termination of this Lease, whichever shall last occur. If, as a result of Lessee’s operations hereunder, laws or governmental regulations are violated, or are claimed to be violated by the
government, then Lessee shall indemnify Lessor and hold it harmless from any penalties, fines, costs, and expenses, including legal fees and court costs, imposed upon or incurred by Lessor as a result of said claim, violation or violations. Any
dispute as to the absolute obligation of Lessee to indemnify Lessor shall be submitted to arbitration in the manner provided in Section 10 hereof. 
 Notwithstanding Lessee’s obligation to comply with all laws, rules, regulations and orders as set forth above, Lessor shall not declare a default hereunder solely as a result of routine operational
violations which Lessee cures or abates as promptly as practical. Lessee shall be solely responsible for treatment of any water discharge caused by its operations, if required by present or future law or regulation, which responsibility shall
survive until final release of Lessee’s environmental reclamation bonds required by any regulatory authority or termination of this Lease, whichever shall last occur. 







 Lessee shall provide Lessor a permit map as a matter of information, in a format acceptable
to Lessor, for any coal seams being permitted on the Leased Premises at the time of permit submittal and at the time of any revisions and amendments thereof. 
 Lessee acknowledges that Lessor holds the Leased Premises for the purpose of maximizing the royalty revenue generated therefrom and agrees that it will work and mine the coal in accordance with said
purpose and in accordance with general and detail maps and plans of mining and descriptions to be prepared by Lessee (hereinafter collectively called “Mine Plans”) and will submit a copy of same to the Lessor in a digital format acceptable
to Lessor, if available. Said Mine Plans shall take into consideration the entire area proposed to be developed by Lessee, and shall make suitable provisions for (1) the proper protection of overlying and underlying seams so that they may be
economically mined at a later date and (2) the reasonable and proper removal of all the mineable and merchantable coal from the Leased Premises. No Mine Plan shall be proposed which, if adopted, would render otherwise mineable and merchantable
coal unmineable or unmerchantable or substantially more difficult or expensive to mine. The said Mine Plans shall be submitted to the Lessor at least 30 days prior to the commencement of any operation on the Leased Premises. In the event Lessor
determines that the Mine Plans submitted by Lessee fail to comply with any of the terms of this Lease, Lessor shall so notify Lessee within 30 days of receipt of the Mine Plan, in which event Lessee will reasonably modify said Mine Plans to comply
with the terms and conditions hereof. If Lessor makes no objection to a proposed Mine Plan within 30 days of receipt of the Mine Plan, then Lessor’s agreement with the Mine Plan is conclusively established for all purposes under this Lease. No
material change in, modification of, or departures from any Mine Plans so approved shall be made in the development or operation of the mine or mines except pursuant 







 
to modified Mine Plans submitted by Lessee to Lessor for the purpose of allowing Lessor to determine that said modification complies with the terms of this Lease. Lessor shall have 30 days from
receipt of a modified Mine Plan to object. If Lessor makes no objection to a proposed modified Mine Plan within 30 days of receipt of the modified Mine Plan, then Lessor’s agreement with the Mine Plan, as modified, is conclusively established
for all purposes under this Lease. Lessor’s right to notify Lessee that proposed Mining Plans fail to comply with this Lease is a right reserved solely to protect Lessor’s interest in the Leased Premises and to prevent waste and is not
intended to give and shall not be construed to give Lessor any control over Lessee’s operations. Lessor shall have no authority to determine the manner in which or the methods by which any of Lessee’s mining operations are to be conducted,
all of which shall be solely determined by Lessee. 
 In the event Lessee desires to use Lessor’s surface rights, if any
are owned or controlled by Lessor, over the Leased Premises, in connection with the conduct of its mining operations, or for any other permitted purpose under the terms of this Lease, it shall notify Lessor of the use and, if necessary, Lessor will
cooperate with Lessee in formalizing the rights necessary, at no additional cost. 
 Lessee shall have no right, without prior
written consent of Lessor, which shall not be unreasonably withheld, conditioned or delayed, to deposit slate, coal refuse, water or refuse of any kind on or in the Leased Premises in any manner or at any place which will materially impair
Lessee’s ability or right to mine and remove any of the coal within the Leased Premises. 
 Lessee may conduct its
operations under this Lease through its contractors or agents when approval has been granted in writing by Lessor, such approval not to be unreasonably withheld, conditioned or delayed, provided in any case Lessee shall be and remain liable to
Lessor for all obligations of the Lessee under this authority, and subject to any reasonable conditions imposed by Lessor in granting its consent. 







 If it is found and reported to Lessee in writing by an agent of Lessor that in the progress
of the work any areas of merchantable and mineable coal have been passed by or abandoned with the result that coal has not been mined and removed, which in accordance with generally accepted good mining practice should have been mined and removed,
it shall be the duty of Lessee to return as soon as possible to such areas and mine and remove the coal therefrom, or failing so to do, Lessee shall account for the coal contained therein and pay the Tonnage Royalty therefore the same as though it
had been mined. If there is a dispute between Lessor and Lessee as to whether Lessee has passed by or abandoned any coal which should have been mined and removed as above provided, such dispute shall be submitted to arbitration in the manner
provided in Section 10 hereof. 
 Lessee shall employ a competent mining engineer, duly registered in the State of Illinois
and acceptable to Lessor, whose duty it shall be to keep up the mine surveys and make accurate maps thereof, which maps shall at all times be subject to the inspection of Lessor, or its duly authorized agents, and copies furnished to the Engineer of
Lessor at any time upon request but without such request at a minimum of on or before February 1, May 1, August 1 and November 1 of each year. Such maps shall show the location of all coal section numbers obtained by
Lessee in addition to those measured by Lessor during mine inspections in a form convenient to Lessee and acceptable to the Engineer of Lessor. Upon request, Lessee shall provide to Lessor, on the date designated by Lessor, either monthly, quarterly
or annual tonnage and sales price forecasts, as prescribed by Lessor, for coal to be mined from the Leased Premises in future years. 
 Lessee shall furnish Lessor copies of data derived from any and all coal exploration activities within the Leased Premises, including, but not limited to, drillers logs, geophysical logs, coal laboratory
analyses, and geological maps. 







 Upon request of Lessor, Lessee shall make available for Lessor’s inspection and copying
any and all laboratory analyses made of coal mined from the Leased Premises. 
 Upon request of Lessor, Lessee shall make
available for Lessor’s inspection and copying any and all Lessee’s correspondence with government agencies or departments that pertain to the Leased Premises, or to operations undertaken or to be undertaken thereon. 

Lessor, through its duly authorized agents, shall at all reasonable times have the right to enter said mines, inspect the same, and have
surveys made thereof to determine if all the terms and conditions of this Lease are fully complied with, and for these purposes to use freely the means of access to said mines and the workings thereof without hindrance, but in such manner as not
unreasonably to interfere with the operation thereof. 
 SECTION 7.     REMEDIES OF LESSOR. 

If default be made by Lessee in the payment of the rentals and royalties herein and such default shall continue for a period of 15 days
after written notification thereof has been posted to Lessee, then in each such event, Lessor may, at its option, terminate this Lease without any further notice and re-enter upon and take possession of the
Leased Premises and hold and possess the same as its absolute property free and dear of any claims of, by, or through Lessee, and pursue any and all other remedies available under the laws of State of Illinois for violation of any covenant or
condition hereof, and all such remedies the shall be deemed cumulative and not exclusive. 
 If default be made by Lessee in the
performance of any of the other terms or conditions hereof required to be kept of performed by Lessee and such default shall continue for a period of 30 days after written notification thereof has been posted to Lessee, and in the event that Lessee
is not reasonably engaged in curing the said default, then in such event, Lessor may, at its option, terminate this Lease without any further notice and re-enter upon and take possession of the Leased Premises
and hold and possess the same as its absolute property free and clear of any claims of, by or through Lessee, and pursue any and 







 
all other remedies available under the laws of the State of Illinois for violations of any covenant or condition hereof, and all such remedies shall be deemed cumulative and not exclusive. Lessee
shall notify Lessor of its proposed cure actions and continue to keep Lessor informed on a regular basis of the actions taken and results thereof. No action by Lessor pursuant to this Section 7 shall impair the right to rental and royalties due
or accrued up to the time of termination and reentry hereunder, but none shall be charged for any period thereafter. 
 Lessee
further agrees that if the interest of Lessee in the Leased Premises shall be sold on execution or judicial sale, or if bankruptcy proceedings be begun by Lessee, or if Lessee be adjudged a bankrupt, or it makes an assignment for the benefit of
creditors, or a receiver be appointed for it or for the Leased Premises, or if an assignment occurs by operation of law, then, and in any such event, this Lease shall forthwith terminate and be forfeited and the Leased Premises and all improvements
thereon shall forthwith become the property of Lessor, without compensation to Lessee, and without refund of any royalties paid hereunder. 

SECTION 8.     ASSIGNMENT OR SUBLETTING. 
 Except for a Permitted Transfer, as defined below, Lessee covenants and agrees that it will not sell, assign, sublease, mortgage, pledge or otherwise transfer or encumber (collectively “Transfer)
this Lease or any rights, interests or estates created by this Lease or all or any portion of the Leased Premises, either voluntarily or by operation of law or allow any third party to mine on the Leased Premises under any form of agreement or
contract, without having first obtained the written consent of Lessor (which may be arbitrarily withheld). 
 Provided, however,
that the prohibitions in the preceding paragraph are subject to the following Permitted Transfers. Any Transfer to an affiliate of Lessee herein is a Permitted Transfer. An entity is an affiliate if more than 51% of the entity to which this








 
Lease is being transferred is owned or controlled by the same individual or individuals who owned or controlled more than 51 % of Lessee at the time of execution of this Lease. Any Transfer
to a Reputable and Prudent Coal Mining Company is a Permitted Transfer. “A Reputable and Prudent Coal Mining Company” shall mean any entity, or its parent or affiliate that over the three years immediately preceding the date of such
Permitted Transfer (i) has produced not less than 5 million tons of coal whether directly and/or indirectly through its wholly owned subsidiaries or contract miners or predecessor companies on an annualized basis; (ii) has not filed a
voluntary bankruptcy proceeding or been declared a bankrupt; (iii) has not been blocked by any governmental authority from holding any necessary mining permits; (iv) is not known to have forfeited any leases for coal reserves as a result
of uncured defaults under such leases and (v) has a net worth of $25,000,000 or more on a consolidated basis. Any Transfer to an exchange traded public company is a Permitted Transfer. Any Transfer to an entity in which the individual or
individuals owning Lessee at the time of the execution of this Lease contribute Lessee to allow the successor entity to issue shares to the public in a public offering is a Permitted Transfer. Any Transfer to a lender or group of lenders to Lessee
wherein Lessee is pledging or encumbering its leasehold interest in this lease as security for or in return for the loan and said loan or financing is in an amount in excess of $10,000,000, is a Permitted Transfer. 

In the case of an assignment, Lessee will first obtain and present to Lessor a covenant of assumption by the assignee, wherein such
assignee expressly agrees to and with Lessor to assume and be bound by all of the covenants, terms, conditions and provisions hereof to the same extent as if said assignee had been named as the original Lessee. 

Any such Transfer or Permitted Transfer shall not relieve Lessee from its obligations to comply with all the covenants, terms, conditions and provisions
of this Lease, unless 







 
otherwise agreed in writing by Lessor. In the event Lessor consents to any Transfer, such consent shall not relieve Lessee and/or any transferee, assignee, sublessee, etc. from securing
Lessor’s written consent to any further Transfer, other than a Permitted Transfer, nor shall any such consent be construed as a consent to any further transfer, other than a Permitted Transfer, or as a waiver of any portion of this section or
of Lessor’s rights hereunder. 
 Upon the occurrence of any such Transfer without the prior written approval of Lessor,
Lessor shall have the option to terminate this Coal Mining Lease by serving written notice of its election so to do. 
 SECTION 9.
    WAIVERS AND RELEASES, ETC. 
 No waiver, release, modification, or amendment of any of the terms,
conditions, or provisions of this Lease shall be valid or set up or relied upon by Lessor or Lessee, or offered by either of said parties in any judicial proceeding, arbitration proceeding or otherwise, unless the same is in writing duly exercised
by Lessor and Lessee. The failure to exercise any right upon nonperformance shall not be construed as a waiver of the right to insist on subsequent performance of the terms and conditions hereof. 

SECTION 10.     ARBITRATION. 
 In the event of a disagreement between the parties, they shall first engage in good faith negotiations with one another. Should good faith negotiations fail, they shall hire and share equally the cost of
a competent mediator familiar with the subject matter at issue and engage in good faith mediation, involving the principal decision-makers for each Party. In the event that the disagreement between the parties is not solved by mediation, then as to
any of the questions made subject to arbitration hereunder, such question or questions shall be submitted to three competent and disinterested arbitrators in the following manner. The party desiring such arbitration shall select its arbitrator and
give written notice thereof to the other party, and shall in such notice state precisely the matter or matters which it is proposed to bring before the arbitrators, and only the matters so stated








 
shall be considered and decided by them. If the party receiving such notice shall fail to name an arbitrator within 15 days after notice as aforesaid has been given to it, the arbitrator named by
the party giving such notice may and shall name and appoint an arbitrator for and in behalf of the party so in default, and the arbitrator so named and appointed shall have the same power and authority as if he had been appointed by such party.
Prior to the appointment of a third arbitrator, as hereinafter set forth, each party shall submit to both arbitrators above-named a detailed statement of their last and final positions on the matters to be arbitrated. The arbitrators so chosen shall
appoint a third arbitrator, and in the event they are unable to agree on such appointment, the appointment of the third arbitrator may be made by the Chief Judge of the District Court of the United States for the Southern District of Illinois on the
application of either of the parties hereto. The three arbitrators shall immediately upon their selection hear and decide the question or questions submitted for arbitration and shall give to each of the parties hereto reasonable notice of the time
and place of their meetings, and reasonable opportunity for the production of evidence. After hearing both parties, the arbitrators shall promptly make an award in writing upon the question or questions submitted and shall serve a copy of such award
upon each party hereto. In making their award, the arbitrators shall choose one of the detailed statements submitted by the parties hereto as above set forth and shall not otherwise tender any award. The award of such arbitrators, or a majority of
them, shall be final and binding upon the parties hereto, and the said arbitrators or a majority of them, shall, in their award and as a part thereof, decide by whom and in what proportion the costs of such arbitration shall be borne and paid and
the amount of such costs. Neither party hereto shall have or enforce any right or remedy against the other in respect of any matter herein made the subject of arbitration, until such matter shall have been submitted to and decided by arbitration in
the manner above provided, and then only in accordance with such decision in arbitration. 







 SECTION 11.     NOTICES. 

Until written notice of a different address, all notices that are anywhere in this Lease provided to be given shall be served upon or
mailed to Lessee at 430 Harper Park Drive; Beckley, WV 25801; with copy to Brian Glasser; Bailey & Glasser, LLP; 227 Capitol Street, Charleston, WV 25301 and to Lessor at NRP (Operating) LLC; L-2495;
Columbus, OH 43260. 
 SECTION 12.     WARRANTY. 

The Lessor, for itself, its successors and assigns, does hereby covenant and agree with the Lessee, subject to the exceptions and
reservations herein set forth, and subject to such limitations, restrictions and defects in Lessor’s title to the Leased Premises as were in existence at the time of Lessor’s acquisition of title from an affiliate of Lessee to the various
tracts comprising the Leased Premises, that upon the payment of the rentals and royalties and the performance of all and singular the covenants and agreements aforesaid, said Lessee shall and may peaceably and quietly have and enjoy said Leased
Premises for and during the term aforesaid, and for the purposes aforesaid, free from any let or hindrance by the Lessor, its successors and assigns. Lessor does not warrant generally its title to the Leased Premises but warrants only that it has
done no act to encumber the titles that it acquired to the various tracts comprising the Leased Premises since its acquisition of said tracts that would interfere with the operations of the Lessee hereunder. In the event that Lessee did not have the
right to mine coal in any part of the Leased Premises because of the rights of a holder of an outstanding superior title antedating Lessor’s acquisition of title to the tract or tracts in question, if the Lessee has mined and removed a part or
all of the coal therefrom and paid the Lessor therefore on the royalty basis, the Lessor agrees to repay to the Lessee the amount of royalty so paid, without interest, but the Lessor shall not be otherwise liable for any damage to Lessee on account
of the mining and removing of said coal by the Lessee. 







 SECTION 13.     SUCCESSORS AND ASSIGNS. 

All covenants, agreements, and conditions herein set forth to be performed by or on behalf of Lessor or Lessee shall bind their respective
successors and assigns, whether so expressed or not, and shall inure to the benefit not only of Lessor and Lessee, but also the benefit of their respective successors and assigns; but this Section 14 shall not be construed as in anywise
modifying the provisions of Section 9 hereof. 
 SECTION 14.     REMOVAL OF PROPERTY. 

Lessee, having performed all the terms and conditions of this Lease to be by it performed, or having decided not to extend the Lease for
an additional term, or having mined all the merchantable and mineable coal herein demised, may, within 6 months thereafter, remove any and all mobile mining equipment and personal property owned by Lessee. If the Lessee shall fail to remove any of
the mobile mining equipment and personal property described above within said 6 months, then at Lessor’s option the same shall thereupon be and become the absolute property of Lessor. 
 SECTION 16.     TRANSPORTATION OF COAL MINED FROM ADJACENT TRACTS. 
 During any year in which Lessee operates a longwall mine on the Leased Premises and pays Tonnage Royalty during that year in an amount equal to the four Quarterly Deficiency Payments due for the year,
Lessee shall have the right to transport foreign coal into or through the Leased Premises in consideration of which Lessee agrees to pay to Lessor on or before the 20th day of January following the year in which such foreign coal is so transported a
wheelage charge equal to one-half of one (0.5%) percent of the Gross Selling Price of the foreign coal so transported. For purposes of this section, the term “foreign coal” shall mean any coal other
than coal mined from the Leased Premises. Lessee shall have the right to transport coal, which is not foreign coal into, or through the Leased Premises free of such wheelage charge. The payments to be made hereunder shall not count toward or be
credited against any recoupment rights granted for the Quarterly Deficiency Payments set out in Section 4 hereof. 







 SECTION 17.     CHOICE OF LAW. 

This Lease shall be governed by and construed in accordance with the domestic laws of Illinois without giving effect to any choice or
conflict of law provision or rule (whether of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than Illinois. 
 IN TESTIMONY WHEREOF, the parties hereto have caused this tease to be executed in their respective names by their respective representatives thereunto duly authorized, all as of the day and year first
above written. 







 Executed in duplicate. 

 

			
	 NRP (OPERATING)LLC

On Behalf of WPP LLC
 As its Sole Operating
Manager

		
	By	 	 /s/ Kevin F. Wall

		
	Its	 	VP & Chief Engineer
	
	WILLIAMSON ENERGY, LLC
		
	By	 	 /s/ Donald Holcomb

		
	Its	 	Authorized Person









 STATE OF WEST VIRGINIA 
 COUNTY OF KANAWHA, TO-WIT: 
 The foregoing
instrument was acknowledged, subscribed and sworn to before me this 14th day of August, 2006, by Kevin F. Wall, Vice President & Chief Engineer of NRP (Operating) LLC, the sole operating manager of WPP LLC, a Delaware limited liability
company, on behalf of WPP LLC. 
 My Commission expires December 13, 2010 

[SEAL] 

	
	 /s/ Marc R. Weintraub

	Notary Public


 STATE OF WEST VIRGINIA 
 COUNTY OF KANAWHA, SS 
 I, Marc Weintraub, a Notary Public in and for the State and
County a foresaid, do certify that Donald Holcomb, who signed the above Writing dated August 14, 2006, for WILLIAMSON ENERGY, LLC, has this day, in my said County, before me, acknowledged the said writing to be the act and deed of said
corporation. 
 Given under my hand and notarial seal this 14th day of August, 2006. 

 

	
	 /s/ Marc R. Weintraub

	Notary Public


 My Commission expires December 13, 2010 

[SEAL]