ASSIGNMENT OF LEASE
EXHIBIT
10.23d
THIS ASSIGNMENT OF LEASE (this
"Assignment") is made and entered into this 17th day of June, 2005, by and
between PATRIOT MINING COMPANY,
INC., a West Virginia corporation ("Assignor") and VINDEX ENERGY CORPORATION, a
West Virginia corporation ("Assignee").
WITNESSETH:
WHEREAS, by Coal Lease and
Mining Agreement (the "Lease") effectively dated September 21, 1995, by and
between Xxxxxxx Coal Company ("Xxxxxxx") and Patriot Mining Company, Inc.,
Xxxxxxx leased to Assignor all of the land, coal, surface, and all mining and
other rights in connection therewith that it then owned situate in Election
District 1, Xxxxxxx County, Maryland, together with the right to mine, remove
and sell all of said coal; and
WHEREAS, Assignor desires to
assign unto Assignee all of its right to mine and remove the coal in accordance
with the terms and provisions of the Lease and Assignee desires to accept said
assignment on the terms and conditions stated herein.
NOW, THEREFORE, for valuable
consideration, the receipt of which is hereby acknowledged by Assignor, the
parties hereby agree as follows:
1. Assignment. Assignor
does hereby assign unto Assignee all of Assignor's right to mine and remove said
coal in accordance with the terms and provisions of the Lease.
2. Representations and
Warranties. Assignor represents and warrants to Assignee
that:
(a) Assignor
warrants specially its title to the leasehold estate created by the
Lease and Assignor warrants that the leasehold estate created by the
Lease is free of encumbrances;
(b) the
Lease is valid, binding and in full force and effect;
(c) no
breach or default by or on the part of Assignor has occurred under the Lease;
and
(d) Assignor
has full power and authority to execute and deliver this
Assignment.
3. Assumption. From
and after the date hereof, Assignee shall be obligated to make, and does hereby
assume and agree to make, all payments of rents and royalties when due under the
Lease directly to Lessor, and to perform and keep all promises, covenants,
conditions and agreements of the Leases and Agreement and to indemnify and hold
Assignor harmless from and against any and all covenants and conditions of the
Lease from and after the date of this Assignment; provided, however, that
Assignor expressly agrees to retain and to indemnify and hold Assignee harmless
from and against any and all obligations, responsibilities and liabilities
relating in any way to the Lease which arose or accrued prior to the date of
this Assignment.
5. Entire
Agreement. This Assignment of Leases and Agreement represents
the entire agreement between the parties with respect to the subject matter
hereof and may not be changed, altered, or amended except by writing signed by
both parties.
6. Binding
Effect. This Assignment of Leases and Agreement shall be
binding upon and inure to the benefit of the parties hereto and their successors
and permitted assigns.
IN WITNESS WHEREOF, Assignor
and Assignee have caused this Assignment to be signed hereto and their seals to
be hereunto affixed by their proper officers under the authority heretofore duly
given, this the day and year first above written.
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PATRIOT
MINING COMPANY, INC.
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By:
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/s/
Xxxxx Xxxxxxxx
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Its:
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President
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VINDEX
ENERGY CORPORATION
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By:
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/s/
Xxxxx Xxxxxxxx
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Its:
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President
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STATE
OF WEST VIRGINIA,
COUNTY
OF MONONGALIA, TO-WIT:
To
the foregoing instrument was acknowledged before me this 17th day of June, 2005,
by Xxxxx Xxxxxxxx, the President of Patriot Mining Company, Inc., a
corporation, on behalf of said corporation, as its duly authorized
agent.
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My
commission expires:
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April
19, 2005
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/s/
Xxxxxxx X Xxxxxx
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Notary
Public
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STATE
OF WEST VIRGINIA,
COUNTY
OF MONONGALIA, TO-WIT:
To
the foregoing instrument was acknowledged before me this 17th day of June, 2005,
by Xxxxx Xxxxxxxx, the President of Vindex Energy Corporation, a
corporation, on behalf of said corporation, as its duly authorized
agent.
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My
commission expires:
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April
19, 2005
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/s/
Xxxxxxx X Xxxxxx
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Notary
Public
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This
document prepared by
Patriot
Mining Company, Inc.
0000
Xxxxxxxxx Xxxxxx
Xxxxxxxxxx,
XX 00000
