exv10w67






Exhibit 10.67




CONTRACT TO SELL REAL ESTATE




     This Contract to Sell Real Estate (the “Contract”), made as of this 11th day of
October, 2011 (“Contract Date”) by and between: WESTERN DIAMOND LLC, a Nevada limited liability
company, and WESTERN LAND COMPANY, LLC, a Kentucky limited liability company, (hereinafter
“Sellers”) agree to sell, and WESTERN MINERAL DEVELOPMENT,
LLC, a Delaware limited liability company (“Buyer”), agrees to buy, a partial undivided interest
in that certain real property and coal reserves described in the Exhibit A attached hereto and
made a part hereof (the “Property”), subject to the exclusions and exceptions set forth thereon,
as further described below.



     1. Sale of Partial Undivided Interest in Property and Calculation of Purchase Price.
Sellers shall sell to Buyer a partial undivided interest in the Property equal to a fraction,
the
numerator of which shall be equal to the amount of the net proceeds received by Buyer and/or
its
parent companies or affiliates from the Offering (hereinafter defined) (the “Purchase Price”),
and
the denominator of which is a dollar amount the Parties agree represents the aggregate fair
market value of the Property (the “Purchased Interest”).



     2. Title. Sellers shall convey to Buyer title to the Property by Corporation Special
Warranty Deed; subject, however, to those (if any) rights-of-way, easements, leases, deed and
plat restrictions, partitions, severances, encumbrances, licenses, reservations and exceptions
which are of record on this Contract Date, and to all rights of persons in possession and to
physical conditions, encroachments and possessory rights which would be evident from an
inspection of the Property. Sellers shall have no obligation to furnish Buyer any evidence of
its
title to the Property. Buyer agrees that they will have their attorney conduct whatever
examination of title to the Property or purchase title insurance as Buyer deems necessary. The
cost of such title insurance or attorney’s opinion shall be at Buyer’s expense.



     3. Closing. This Contract shall be fulfilled, the sale closed and possession of the
property given, on or before ninety (90) days after Buyer and/or its parent companies or
affiliates
receives the net proceeds of the Offering (hereinafter defined) (the “Closing Date”), or at
such
date as the Parties shall mutually agree. The Closing shall not occur unless and until the
representations and warranties of the Parties are true and correct in all material respects as
of the
Closing Date.



     Upon closing this Contract each party shall have been deemed to have waived any and all
defects of performance hereunder by the other party, other than the payment of good funds, but
including defects of title.



     4. Closing Costs. Sellers and Buyer shall pay prorata the real estate taxes on the
Property due and payable for the 2011 tax year. Buyer shall pay all subsequent installments of
real estate taxes, any special assessments, title examination expenses of Buyer’s counsel, any
surveying expenses and deed recording fees.



     5. Risk of Loss or Damage. Sellers will, at Sellers’ expense, maintain such policies
of insurance on the Property and improvements thereon as are currently in force until the
Closing



 









 




Date. The risk of loss or damage to the Property or to any or all improvements
thereon between the Contract Date and Closing Date shall be on Sellers. The occurrence of any
loss or damage, whether substantial or insubstantial, shall not avoid, terminate, or impair
this Contract, nor entitle Buyer to any reduction in the Price.




     6. Condition of Property.



     a. The Property is sold “as is.” Sellers make no warranty that the above- referenced
land is either safe or suitable for the purposes for which it is intended to be used, or for
any other
purpose or use. The land may be unsuitable for reasons including but not limited to rough,
unnatural and unstable surfaces, inadequate subjacent or lateral support, circumstances
relating
to the environmental quality of the land, or other conditions arising out of the prior use of
the
land.



     b. Sellers agree to permit Buyer, its employees, servants, representatives or
contractors to enter upon the Property at a reasonable time and in a reasonable manner for the
purpose of performing such tests, borings, surveys, studies, sampling, inspections as the
Buyer
deems necessary; provided, however, such acts do not unreasonably interfere with the Sellers’
current use of the land or ongoing operations on the property.



     c. Buyer agrees to defend, indemnify and hold Sellers harmless from and against all
claims, liabilities, law suits, losses, damages, and expenses, including attorney’s fees,
arising
either directly or indirectly, out of actions, or omissions, taken by Buyer, their employees,
servants, representatives or contractors, pursuant to this agreement. The provisions of this
paragraph shall survive the expiration, termination or cancellation of the agreement and shall
apply to any action taken by any government agency after the Closing Date.



     7. Conditions Precedent. This Contract and the mutual obligations set forth herein
shall be expressly contingent on the consummation and closing of the offering of units
representing limited partner interests in Armstrong Resource Partners, L.P. pursuant to an
initial
public offering with FBR Capital Markets & Co. and Raymond James acting as the co-lead
underwriters (the “Offering”). Should the foregoing condition precedent not be satisfied by
no
later than March 1, 2012, then the Parties agree that this Contract shall be null and void,
and
none of the Parties shall owe any further obligations to the others hereunder.



     8. Ancillary Provisions of this Contract. This Contract and the attached Exhibit A
constitute the entire agreement between the Parties, supersede all representations, notices,
advertisements, bids, agreements, memoranda and correspondence between, by or for the Parties
relating to the Property, and shall be construed in accordance with the laws of the
Commonwealth of Kentucky. No amendment or modification of this Contract shall be binding
unless made in writing. Waiver by either party or performance by the other party of any of the
provisions of this Contract shall not be construed as a waiver of any further right to insist
upon
full performance of the terms of this Contract. No adjustment in the Purchase Price shall
later be
made for any variances in acreage from that set forth in the deeds described on Exhibit A; and
the Purchase Price shall be construed as a lump sum amount paid for the Property as described
in



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Exhibit A. Each party shall be entitled to insist strictly upon the timeliness of
performance by the other Party of the other Party’s obligations.




     Each Party hereby indemnifies and holds harmless the other Party from all claims for
commissions, fees, expenses and liability of any broker, agent or finder, or person claiming to
such, by or through such indemnifying Party.



     Neither Party shall record this Contract. Neither Party shall assign this Contract, or any of
rights hereunder, without the prior written consent of the other Party, except to their affiliates,
subsidiaries or parent companies. Any such assignment or attempted or purported assignment shall be
void as to the other Party and, moreover, shall constitute a material breach of this Contract.



     If Sellers breach this Contract, Buyer’s remedy shall be limited to enforcing specifically
this Contract. If Buyer breaches this Contract, Sellers may recover Seller’s damages.



     If the parties do not execute this Contract contemporaneously, then the party first executing
and delivering this Contract to the other shall be deemed to have made an offer to enter into this
Contract which shall be irrevocable for a period of ninety (90) days following the date of such
execution. This offer may be accepted by the other party by executing this Contract and delivering
an executed copy to the first party.



     IN WITNESS WHEREOF, the Parties have executed this Contract as of the date first above
written, by their own hand and deed, and/or by their duly authorized representatives, each of
which represents, by signing this Contract, personally represents and guarantees his authority to
sign for the party indicated.



	 	 	 	 	 	 	 

	Western Diamond LLC

	 	 	 	Western Mineral Development, LLC
	 
	 	 	 	 	 	 
	/s/ Martin D. Wilson
 

By: Martin D. Wilson, Manager

	 	 
	 	/s/ Martin D. Wilson
 

By: Martin D. Wilson, Manager
	 	 






	 	 	 

	Western Land Company, LLC
	 	 
	 
	 	 
	/s/ Martin D. Wilson
 

By: Martin D. Wilson, Manager

	 	 






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EXHIBIT A




     The Property shall mean all of the coal reserves and real property described in, and
conveyed, demised or otherwise granted in or under the following deeds and instruments, to Western
Land Company, LLC and/or Western Diamond LLC, subject to all rights-of-way, easements, leases,
deed and plat restrictions, partitions, severances, encumbrances, licenses, reservations,
conveyances and exceptions of record, and to all rights of persons in possession, and to physical
conditions, encroachments and possessory rights which would be evident from an inspection of the
property at such time, and further excluding any portion of the mineral reserves, mining rights,
surface property or other real property associated with Armstrong’s Parkway Mine.:



     (i) The Corporation Special Warranty Deed from Central States Coal Reserves of
Kentucky, LLC and Beaver Dam Coal Company to Western Diamond LLC, dated September 19, 2006, of
record in Deed Book 363, page 369, in the Office of the Ohio County Clerk;



     (ii) The Partial Assignment of Coal Mining Lease from Central States Coal
Reserves of Kentucky, LLC to Western Diamond LLC dated September 19, 2006, of record in Deed Book
363, page 428, in the Office of the Ohio County Clerk;



     (iii) The Corporation Special Warranty Deed from Central States Coal Reserves of
Kentucky, LLC and Beaver Dam Coal Company to Western Diamond LLC, dated September 19, 2006, of
record in Deed Book 363, page 414, in the Office of the Ohio County Clerk;



     (iv) The Corporation Special Warranty Deed from Beaver Dam Coal Company to
Western Diamond LLC, dated September 19, 2006, of record in Deed Book 363, page 393, in the Office
of the Ohio County Clerk;



     (v) The Corporation Special Warranty Deed from Beaver Dam Coal Company to
Western Diamond LLC, dated September 19, 2006, of record in Deed Book 363, page 403, in the Office
of the Ohio County Clerk;



     (vi) The Corporation Special Warranty Deed from Central States Coal Reserves of
Kentucky, LLC to Western Diamond LLC, dated May 31, 2007, of record in Deed Book 528, page 284, in
the Office of the Muhlenberg County Clerk, and the Deed of Confirmation between Central States
Coal Reserves of Kentucky, LLC, Western Diamond LLC and Armstrong Coal Reserves, Inc., dated
September 30, 2007, of record in Deed Book 531, page 205, in the Office of the Muhlenberg County
Clerk;



     (vii) The Corporation Special Warranty Deed from Central States Coal Reserves of Kentucky, LLC
and Beaver Dam Coal Company to Western Diamond LLC, dated May 31, 2007, of record in Deed Book 368,
page 17, in the Office of the Ohio County Clerk, and the Deed of Correction between Central States
Coal Reserves of Kentucky, LLC, Beaver Dam Coal Company, LLC and Western Diamond LLC, of record in
Deed Book 369, page 759, in the Office of the Ohio County Clerk;



 









 





     (viii) The Partial Assignment and Assumption of Mineral Leasehold Estate from Central States
Coal Reserves of Kentucky, LLC to Western Diamond LLC, dated May 31, 2007, of record in Deed Book
528, page 320, in the Office of the Muhlenberg County Clerk;



     (ix) The Partial Assignment and Assumption of Mineral Leasehold Estate from
Central States Coal Reserves of Kentucky, LLC to Western Diamond LLC, dated May 31, 2007, of
record in Deed Book 528, page 330, in the Office of the Muhlenberg County Clerk.



     (x) The Corporation Special Warranty Deed from Central States Coal Reserves of
Kentucky, LLC to Western Land Company, LLC, dated December 12, 2006, of record in Deed Book 524,
page 505, in the Office of the Muhlenberg County Clerk;



     (xi) The Corporation Special Warranty Deed from Central States Coal Reserves of
Kentucky, LLC and Beaver Dam Coal Company to Western Land Company, LLC, dated December 12, 2006,
of record in Deed Book 365, page 36, in the Office of the Ohio County Clerk;



     (xii) The Partial Assignment and Assumption of Mineral Leasehold Estate from Central States
Coal Reserves of Kentucky, LLC to Western Land Company, LLC, dated November 20, 2006, of record in
Deed Book 524, page 523, in the Office of the Muhlenberg County Clerk, as amended and restated in
Deed Book 527, page 186, in the Office of the Muhlenberg County Clerk;



     (xiii) The Partial Assignment and Assumption of Surface and Mineral Leasehold Estate from
Central States Coal Reserves of Kentucky, LLC to Western Land Company, LLC, dated November 20,
2006, of record in Deed Book 365, page 57, in the Office of the Muhlenberg County Clerk;



     (xiv) The Corporation Special Warranty Deed from Central States Coal Reserves of Kentucky,
LLC, Beaver Dam Coal Company, Ohio County Coal Company, LLC and Grand Eagle Mining, Inc. to Western
Land Company, LLC, dated March 30, 2007, of record in Deed Book 367, page 1, in the Office of the
Ohio County Clerk;



     (xv) The Corporation Special Warranty Deed from Central States Coal Reserves of Kentucky, LLC
to Western Land Company, LLC, dated March 30, 2007, of record in Deed Book 527, page 118, in the
Office of the Muhlenberg County Clerk, as corrected by Deed of Correction dated September 30, 2007,
of record in Deed Book 531, page 213, in the Office of the Muhlenberg County Clerk; and



     (xvi) The Partial Assignment and Assumption of Surface and Mineral Leasehold Estate from
Central States Coal Reserves of Kentucky, LLC to Western Land Company, LLC, dated March 30, 2007,
of record in Deed Book 527, page 161, in the Office of the Muhlenberg County Clerk.