exv10w19



 






Exhibit 10.19




ASSIGNMENT, WAIVER AND AMENDMENT AGREEMENT




     THIS ASSIGNMENT, WAIVER AND AMENDMENT AGREEMENT (this “Agreement”), effective as of the 20th
day of January 2006, is by and among Williamson Development Company, LLC, a Delaware limited
liability company (“Williamson”), ACIN LLC, a Delaware limited liability company (“ACIN”) and WPP
LLC, a Delaware limited liability company (“WPP”).



W I T N E S S E T H:




     WHEREAS, Steelhead Development Company, LLC and ACIN entered into a Purchase and Sale
Agreement dated May 31, 2005 (the “PSA”) covering certain coal interests in Franklin and Williamson
Counties, Illinois; and



     WHEREAS, on September 26, 2005, Steelhead Development Company, LLC changed its name to
Williamson Development Company, LLC; and



     WHEREAS, pursuant to Section 12.2 of the PSA, ACIN desires to assign all of its rights under
the PSA to WPP, which assignment requires the consent of Williamson; and



     WHEREAS, subject to the provisions set forth in this Agreement, Williamson and WPP desire to
proceed with the Second Closing as defined in Section 2.3 of the PSA.



     NOW, THEREFORE, for and in consideration of the premises and the mutual promises made herein,
the parties agree as follows:




	1.	 	Assignment of ACIN’s rights to WPP. ACIN hereby assigns all of its rights and
obligations under the PSA to WPP, and WPP accepts such assignment and assumes all of the
terms, obligations, benefits and conditions of the PSA. In accordance with Section 12.2 of
the PSA, Williamson hereby consents to such assignment.






 









 









	2.	 	Conditions precedent to Second Closing; Waiver.






	 	a.	 	WPP represents and warrants that it has met all of the conditions
precedent to the Second Closing as set forth in Section 7.2 of the PSA.
	 
	 	b.	 	Williamson represents and warrants that it has met all of the
conditions precedent to the Section Closing as set forth in Section 7.1(a) of the
PSA. Williamson acknowledges that it has not met the condition set forth in
Section 7.1(b) of the PSA. WPP hereby agrees to waive the condition precedent set
forth in Section 7.1(b) of the PSA, and Williamson hereby acknowledges such waiver.






	3.	 	Amendment to PSA. In consideration of WPP’s waiver of the condition precedent
to the Second Closing in Section 7.1(b) of the PSA, Williamson and WPP hereby agree to
amend the PSA to provide WPP with an overriding royalty of $0.10 per ton on the first
8,500,000 tons mined from certain coal reserves as more specifically set forth on the green
shaded area of Exhibit A to this Agreement. Except as expressly modified and
amended herein, all of the terms and conditions of the PSA shall remain in full force and
effect.
	 
	4.	 	Delivery of other closing documents. WPP and Williamson agree to execute and
deliver all other documents required to be delivered under the PSA in connection with the
Second Closing.
	 
	5.	 	Governing law. This Agreement will be governed by and construed in accordance
with the laws of the State of West Virginia.






 









 







IN WITNESS WHEREOF, the parties have executed this Agreement in one or more identical counterparts
as of the date first above written.




	 	 	 	 	 	 
	 	WILLIAMSON DEVELOPMENT COMPANY, LLC

 	 
	 	 	By:  	/s/ Donald R. Holcomb
 	 
	 	 	 	Donald R. Holcomb 	 
	 	 	 	Manager 	 
	 
	 	WPP LLC	 	 
	 	 	By:  	NRP (Operating) LLC	 
	 	 	Its: 	Sole Member 	 
	 
	 	 	By:  	/s/ Nick Carter
 	 
	 	 	 	Nick Carter 	 
	 	 	 	President and Chief Operating Officer 	 
	 
	 	ACIN LLC	 
	 	 	By:  	NRP (Operating) LLC	 
	 	 	Its: 	Sole Member 	 
	 
	 	 	By:  	/s/ Nick Carter
 	 
	 	 	 	Nick Carter 	 
	 	 	 	President and Chief Operating Officer