CONFIDENTIAL TREATMENT
INTERNATIONAL COAL GROUP, INC. HAS REQUESTED THAT THE
MARKED PORTIONS OF THIS DOCUMENT BE ACCORDED
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934
Exhibit 10.35
LOADOUT LLC
TO
ELK RIDGE, INC.
PREPARED: JULY 7, 2005
LESSOR: LOADOUT LLC
LESSEE: ELK RIDGE, INC.
DATE OF LEASE: JULY 7, 2005
TABLE OF CONTENTS TO COAL FACILITY LEASE AND OPERATING AGREEMENT
ARTICLE (1):
TERM AND NATURE OF AGREEMENT
2 ARTICLE (2):
FACILITY
OPERATIONS
4 ARTICLE (3):
PAYMENTS
8 ARTICLE (4):
RELATIONSHIP OF
PARTIES
10 ARTICLE (5):
INDEMNIFICATION AND INSURANCE
10 ARTICLE (6):
REPRESENTATIONS AND WARRANTIES
13 ARTICLE (7):
DEFAULT AMD TERMINATION
14 ARTICLE (8):
PROHIBITION AGAINST ASSIGNMENT, SUBCONTRACTING AND
TRANSFER OF OWNERSHIP
17 ARTICLE (9):
CONTRIBUTIONS, TAXES, FEES AND
LICENSES
18 ARTICLE (10):
DISPUTE SETTLEMENT AND ARBITRATION
18
ARTICLE (11):
MISCELLANEOUS
20
Elk Ridge, Inc. (7/7/05)
1
CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. BOXES AND ASTERISKS
DENOTE SUCH OMISSION.
COAL FACILITY LEASE AND OPERATING AGREEMENT
THIS COAL FACILITY LEASE AND OPERATING AGREEMENT (this "Agreement"), is made and
entered into this 7th day of July, 2005, by and between LOADOUT LLC, a Delaware
limited liability company ("Lessor"), and ELK RIDGE, INC., a Kentucky
corporation ("Lessee") .
WITNESSETH:
WHEREAS, Lessor is the owner of a coal facility more particularly described on
Exhibit A attached hereto, and roughly five miles of trackage, located on Caney
Creek in Knott and Floyd Counties, Kentucky near the community of Wayland,
Kentucky, all as more particularly identified on the map attached hereto as
Exhibit B (the "Facility"); and
WHEREAS, Lessor intends to lease the Facility to Lessee pursuant to this
Agreement;
WHEREAS, Lessor and CSX Transportation ("CSXT") have entered into an agreement
to authorize the rehabilitation of a rail siding connected to the CSXT railway
to facilitate service to Lessee by providing rail service to the Facility, and
Lessee shall enter into a Service Agreement (the "Service Agreement") with CSXT
regarding rail service to the Facility; and
WHEREAS, Lessee intends to utilize the Facility to load coal mined from the
properties of Penn Virginia Operating Co., LLC, an affiliate of Lessor
("Affiliate Coal"), as well as coal mined from properties of others ("Adverse
Coal") into trains for transportation to market via the CSXT rail transportation
system.
NOW, THEREFORE, in consideration of the mutual promises and agreements contained
herein, and intending to be legally bound, the parties hereto agree as follows;
ARTICLE I - TERM AND NATURE OF AGREEMENT
Section 1.1 - Lease of Facility. That for and in consideration of the sum of
[
*
] cash in hand paid by Lessee unto Lessor, the receipt and sufficiency
of which is hereby acknowledged, and in further consideration of the minimum
rentals and shipment royalties to be paid by Lessee to Lessor as hereinafter
stipulated, and of the covenants, provisions, stipulations and agreements
hereinafter contained on part of Lessee to be kept, performed and observed,
Lessor hereby exclusively leases to Lessee, and Lessee hereby leases from
Lessor, the Facility