PURCHASE AND SALE AGREEMENT

Exhibit 2.1

PURCHASE AND SALE AGREEMENT

by and between

MACOUPIN ENERGY, LLC

as Seller

and

WPP LLC

and

HOD LLC,

as Buyer

January 27, 2009

TABLE OF CONTENTS

EXHIBITS

SCHEDULES

PURCHASE AND SALE AGREEMENT

      THIS PURCHASE AND SALE AGREEMENT (this “ Agreement ”) dated as of January 27, 2009 is by and between WPP LLC, a Delaware limited liability company (“ WPP ”), Hod LLC, a Delaware limited liability company (“ Hod ” and together with WPP, “ Buyer ”) and Macoupin Energy, LLC, a Delaware limited liability company (“ Seller ”). WPP and Hod are sometimes referred to collectively herein as the “ Buyer Parties ” and individually as a “ Buyer Party .” WPP, Hod and Seller are sometimes referred to collectively herein as the “ Parties ” and individually as a “ Party ”.

RECITALS

      WHEREAS , Seller is the owner of the Assets; and

      WHEREAS , Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Assets in exchange for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement, the Mineral Deeds and the Rail Facility Deeds.

      NOW , THEREFORE , in consideration of the mutual promises contained herein, the benefits to be derived by each Party hereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1
DEFINITIONS AND INTERPRETATIONS

     1.1 Definitions . Unless otherwise provided to the contrary in this Agreement, capitalized terms in this Agreement shall have the meanings set forth in Exhibit A .

     1.2 Interpretations . Unless expressly provided for elsewhere in this Agreement, this Agreement shall be interpreted in accordance with the following provisions:

          (a) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

          (b) If a word or phrase is defined, its other grammatical forms have a corresponding meaning.

          (c) The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. All references in this Agreement to articles, sections or subdivisions hereof shall refer to the corresponding article, section or subdivision of this Agreement unless specific reference is made to such articles, sections, or subdivisions of another document or instrument.

          (d) A reference to any agreement or document (including a reference to this Agreement) is to the agreement or document as amended, varied, supplemented, novated or replaced. The words “hereof,” “herein” and “hereunder” and words of similar import when used

in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

          (e) A reference to legislation or to a provision of legislation includes a modification or reenactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.

          (f) The word “including” shall mean including without limitation.

          (g) The Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part of this Agreement.

ARTICLE 2
PURCHASE AND SALE OF ASSETS

     2.1 Purchase and Sale of Coal Reserve Assets . Subject to the terms and conditions of this Agreement, Seller agrees to sell to WPP, and WPP agrees to purchase from Seller, all of Seller’s right, title and interest in the following (collectively, the “ Coal Reserve Assets ”):

          (a) the Mineral Properties;

          (b) the Leases; and

          (c) the Mineral Records.

     2.2 Purchase and Sale of Rail Facility Assets . Subject to the terms and conditions of this Agreement, Seller agrees to sell to Hod, and Hod agrees to purchase from Seller, all of Seller’s right, title and interest in the following (collectively, the “ Rail Facility Assets ” and together with the Coal Reserve Assets, the “ Assets ”):

          (a) the Rail Loop Facility;

          (b) the Rail Loadout Facility;

          (c) the Rail Facility Records; and

          (d) the Rail Facility Personal Property.

     2.3 Excluded Assets . It is specifically agreed that Seller is not selling and Buyer is not purchasing the following assets, all of which shall be deemed excluded from the definition of “Assets” (the “ Excluded Assets ”):

          (a) Any cash, accounts receivable, notes receivable or cash equivalents of Seller attributable to the Assets and relating to the period prior to Closing (whether or not received after Closing);

          (b) All surface real property rights except surface real property rights (i) appurtenant to the mining of the Mineral Properties and Leases and (ii) surface real property rights associated with the Rail Facility Assets; and

          (c) Any assets of Seller not specifically listed in Sections 2.1 and 2.2 of this Agreement.

     2.4 Purchase Price . The “ Purchase Price ” to be delivered by Buyer for the Assets shall be $143,700,000. The Buyer Parties shall be jointly and severally liable for the payment of the Purchase Price. The Purchase Price shall be paid as follows:

          (a) At Closing, Buyer shall pay Seller an aggregate of $83,700,000 by wire transfer of immediately available funds to an account designated by Seller not less than two days before Closing;

          (b) At the later of (i) thirty (30) days after the Closing Date and (ii) five (5) days after Buyer’s receipt of written notice from Seller that Seller has engaged the fan to initiate mine ventilation at the RD No. 1 mine located near Carlinville, Macoupin County, Illinois (the “ Mine ”), Buyer shall pay Seller an aggregate of $20,000,000 by wire transfer of immediately available funds to the same account or to another account designated by Seller not less than two days before such payment;

          (c) At the later of (i) sixty (60) days after the Closing Date and (ii) five (5) days after Buyer’s receipt of written notice from Seller that Seller has contracted for the delivery of the first unit of equipment to the Mine, Buyer shall pay Seller an aggregate of $20,000,000 by wire transfer of immediately available funds to the same account or to another account designated by Seller not less than two days before such payment; and

          (d) At the later of (i) ninety (90) days after the Closing Date and (ii) five (5) days after Buyer’s receipt of written notice from Seller that Seller has contracted for the rehabilitation of the preparation plant at the Mine, Buyer shall pay Seller any amount of the Purchase Price yet to be paid by wire transfer of immediately available funds to the same account or to another account designated by Seller not less than two days before such payment.

     2.5 The Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place on the date hereof (the “ Closing Date ”), and at such place as agreed by Seller and Buyer. All of the deliveries of documents that are contemplated by this Agreement to be made at the Closing shall be delivered to the applicable Party or Parties by (i) in person delivery, (ii) overnight courier service for delivery on the Closing Date or (iii) if delivery by overnight courier service on the Closing Date is not practicable, then by facsimile on the Closing Date, with original executed documents delivered on the next succeeding business day. Any documents to be delivered to a Party on the Closing Date will be delivered and held in escrow until the Parties communicate via telephone to confirm delivery of all documents and consummation of all other actions contemplated by this Article 2 .

     2.6 Deliveries at the Closing . At the Closing:

          (a) Seller will:

               (i) execute and deliver to WPP special warranty deeds in substantially the form attached as Exhibit B (the “ Mineral Deeds ”), conveying to WPP the Mineral Properties and related mineral rights, together with any transfer Tax declarations required by applicable Law;

               (ii) execute and deliver to Hod special warranty deeds in substantially the form attached as Exhibit C (the “ Rail Facility Deeds ”), conveying to Hod the Rail Loop Facility and the Rail Loadout Facility;

               (iii) execute and deliver to WPP the Assignment and Assumption of Leases in substantially the form attached as Exhibit D (the “ Assignment and Assumption of Leases ”);

               (iv) execute and deliver to WPP the Mineral Bill of Sale in substantially the form of Exhibit E (the “ Mineral Bill of Sale ”), transferring to WPP title to the Mineral Records;

               (v) execute and deliver to Hod the Rail Facility Bill of Sale in substantially the form of Exhibit F (the “ Rail Facility Bill of Sale ”), transferring to Hod title to the Rail Facility Records and Rail Facility Personal Property;

               (vi) execute and deliver to Buyer the Coal Mining Lease in substantially the form attached hereto as Exhibit G (the “ Coal Mining Lease ”);

               (vii) execute and deliver to Buyer the Backstop Agreement in substantially the form attached hereto as Exhibit H (the “ Backstop Agreement ”);

               (viii) execute and deliver the Buyer the Rail Loadout Lease in substantially the form attached hereto as Exhibit I (the “ Rail Loadout Lease ”);

               (ix) execute and deliver to Buyer the Rail Loop Lease in substantially the form attached hereto as Exhibit J (the “ Rail Loop Lease ”);

               (x) execute and deliver to Buyer Seller’s executed counterpart to any other Transaction Document to which Seller is a party;

               (xi) deliver to Buyer possession of the Assets;

               (xii) deliver to Buyer the certificate required by Section 7.8 hereof; and

               (xiii) deliver to Buyer copies of the Required Consents, which shall be on terms reasonably acceptable to Buyer.

          (b) WPP will:

               (i) execute and deliver to Seller the Assignment and Assumption of Leases;

               (ii) execute and deliver to Seller the Coal Mining Lease;

               (iii) execute and deliver to Seller the Backstop Agreement;

               (iv) execute and deliver to Seller WPP’s executed counterpart to any other Transaction Document to which WPP is a party; and

               (v) deliver the Purchase Price to Seller in accordance with Section 2.4.

          (c) Hod will:

               (i) execute and deliver to Seller the Rail Loadout Lease;

               (ii) execute and deliver to Seller the Rail Loop Lease;

               (iii) execute and deliver to Seller Hod’s executed counterpart to any other Transaction Document to which Hod is a party; and

               (iv) deliver the Purchase Price to Seller in accordance with Section 2.4.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER

     3.1 Representations as to Seller and Transaction . Seller represents and warrants to Buyer, as follows (such representations and warranties being deemed to be made as of the date hereof):

          (a) Organization; Qualification . Seller is a limited liability company duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of organization or formation, has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is duly qualified and licensed, as may be required, and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification and licensing necessary, other than in such jurisdictions where the failure so to be qualified and licensed would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Seller.

          (b) Authorization of Transaction . Seller has full limited liability company power and authority to execute and deliver this Agreement and the other Transaction Documents, to consummate the transactions contemplated by this Agreement and such Transaction Documents and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents and the transactions contemplated

hereby and thereby have been duly and validly authorized by all requisite action, limited liability company and otherwise, of Seller. This Agreement and all other Transaction Documents required hereunder to be executed and delivered by Seller have been duly executed and delivered by Seller. This Agreement and the other Transaction Documents constitute the valid and legally binding obligations of Seller enforceable against Seller in accordance with their respective terms and conditions, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

          (c) Noncontravention . Neither the execution and delivery of this Agreement or any of the other Transaction Documents, nor the consummation of the transactions contemplated hereby or thereby by Seller, will, with or without the passage of time or the giving of notice or both (i) violate or conflict with any law, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which Seller or any of the Assets is subject or any provision of Seller’s Organizational Documents, (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller or any of its assets (including the Assets) is subject or bound, except where the violation, conflict, breach, default, right to accelerate, terminate, modify or cancel or failure to give notice could not reasonably be expected to have a Material Adverse Effect on Seller or (iii) result in the creation or imposition of any Encumbrance.

          (d) Consents . Seller is not required to give notice to, make any filing with, or obtain any authorization, consent, or approval of any Person for Seller to execute and deliver this Agreement and the other Transaction Documents or to consummate the transactions contemplated hereby or thereby, other than those that have been given, made or obtained as of the date of this Agreement (“ Required Consents ”).

          (e) Brokers’ Fees . Neither Seller nor any of its Affiliates has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement, including any for which the Buyer Parties or their respective Affiliates could become liable or obligated.

          (f) Solvency . As of the date of this Agreement, and after consummation of the transactions contemplated by this Agreement, Seller is not, and will not be, insolvent or unable to pay its debts nor has it, or will it have, made a general assignment with or for the benefit of its creditors, and no proceeding under any bankruptcy, insolvency or reorganization Law has been, or will have been, commenced by or with respect to Seller.

     3.2 Representations and Warranties Concerning the Assets . Seller represents and warrants to Buyer, as follows (such representations and warranties being deemed to be made as of the date hereof):

          (a) Title to the Assets . The Assets are free and clear of all Encumbrances, except for Permitted Encumbrances. The Mineral Deeds contain a true and complete listing of the Mineral Properties and the Rail Facility Deeds contain a true and complete listing of the Rail Loadout Facility and the Rail Loop Facility. Schedule 3.2(a) contains a true and complete listing of all Leases.

          (b) No Adverse Claims . There are no adverse claims to any of the Assets except for (i) Permitted Encumbrances and (ii) those claims which could not reasonably be expected to have a Material Adverse Effect on Seller or the Assets. There are no eminent domain, zoning or condemnation proceedings pending, or to Seller’s Knowledge, threatened against any of the Assets except such proceedings that could not reasonably be expected to have a Material Adverse Effect on Seller or the Assets.

          (c) Tax Matters . Except as could not reasonably be expected to have a Material Adverse Effect on Seller:

               (i) There is no dispute or claim concerning any Tax liability with respect to the Assets claimed or raised by any Taxing Authority.

               (ii) There are no outstanding agreements or waivers extending the statutory period of limitations applicable to any Tax Returns required to be filed by or with respect to the Assets or for which Buyer or its Affiliates may be responsible.

               (iii) Seller has filed all Tax Returns with respect to the Assets of Seller that were required to be filed and such Tax Returns (with respect to such Assets) are accurate. All Taxes shown as due with respect to the Assets on any such Tax Returns have been paid and no penalty, interest or other charge is or will become due with respect to the late filing of any such Tax Return or late payment of any such Tax. No Tax Return is now under audit or examination by any Taxing Authority.

               (iv) To Seller’s Knowledge, all of the Assets that are subject to property Tax have been properly listed and described on the property Tax rolls for the taxing units in which the Assets are located for all periods prior to and including the Closing Date and no portion of the Assets constitutes omitted property for property Tax purposes.

          (d) Litigation . None of the Assets (i) is subject to any outstanding injunction, judgment, order, decree, ruling, or charge or (ii) is the subject of any pending, or to Seller’s Knowledge, threatened claim or demand by notice of violation or liability from, or action, suit, proceeding, hearing or investigation of, in, or before, any Person, except where any of the foregoing could not reasonably be expected to have a Material Adverse Effect on Seller or the Assets.

          (e) Environmental Matters .

               (i) With respect to the Assets, Seller and each lessee of Seller, have been and are in compliance with all applicable federal, state and local Laws (including common law) relating to the protection of the environment as in effect on or before the date of this

Agreement, including SMCRA, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. section 9601, et seq. (“ CERCLA ”), the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. section 6901, et seq., the Clean Air Act, as amended, 42 U.S.C. section 7401, et seq., the Federal Water Pollution Control Act, as amended, 33 U.S.C. section 1251, et seq., and the Oil Pollution Act of 1990, 33 U.S.C. section 2701, et seq. and the statutes, regulations, rules and orders of all agencies responsible for supervision and enforcement of environmental and mining laws of Illinois (collectively, the “ Environmental Laws ” and individually an “ Environmental Law ”), except for such instances of noncompliance that could not reasonably be expected to have a Material Adverse Effect on Seller or the Assets.

               (ii) Except as could not reasonably be expected to have a Material Adverse Effect on Seller or the Assets, neither Seller nor its Affiliates has incurred or received notice of, any claims, liabilities, losses, costs, damages or expenses (including attorneys’ fees) with respect to the Assets arising under any Environmental Laws.

               (iii) Except as could not be reasonably expected to have a Material Adverse Effect on Seller or the Assets, (A) there are no pending or, to Seller’s Knowledge, threatened claims, demands, notices of violation or liability, actions, suits, proceedings, hearings or investigations with respect to the Assets under any Environmental Laws, and (B) none of the Assets is subject to any outstanding injunction, judgment, order, decree, ruling or charge under any Environmental Laws.

               (iv) Neither Seller nor its Affiliates has received any notice that Seller or its Affiliates or its predecessors in title with respect to the Assets is or may be a potentially responsible party under CERCLA or any analogous state law in connection with any site actually or allegedly containing or used for the treatment, storage or disposal of Hazardous Substances.

          (f) Leases . The Leases are in full force and effect, and Seller has performed all material obligations required to be performed by it under such Leases and is not in default under any obligation of such Leases. To Seller’s Knowledge, there has not been any default by any counterparty to any Lease.

          (g) Compliance with Law . Seller has complied, and is in compliance, in each case, in all material respects with all applicable Laws respecting its ownership of the Assets.

          (h) Authorizations and Approvals . Seller has obtained all authorizations, consents, and approvals, and has made all filings and notifications and maintained all information, documentation and records, required of Seller under applicable Laws including Environmental Laws with respect to the Assets and all such authorizations, consents, approvals, filings and notifications are in full force and effect, except for such matters that could not reasonably be expected to have a Material Adverse Effect on Seller or the Assets.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF BUYER PARTIES

     4.1 Representations and Warranties of Buyer Parties . Buyer Parties hereby jointly and severally represent and warrant to Seller as follows (such representations and warranties being deemed to be made as of the date hereof):

          (a) Organization . Each Buyer Party is a limited liability company duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of incorporation, organization or formation, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified and licensed, as may be required, and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification and licensing necessary, other than in such jurisdictions where the failure so to be qualified and licensed would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on such Buyer Party.

          (b) Authorization of Transaction . Each Buyer Party has full limited liability company power and authority to execute and deliver this Agreement and the other Transaction Documents to which such Buyer Party is a party, to consummate the transactions contemplated by this Agreement and such Transaction Documents and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which any Buyer Party is a party and the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action, limited liability company and otherwise, on the part of each Buyer Party. This Agreement and all other Transaction Documents required hereunder to be executed and delivered by any Buyer Party have been duly executed and delivered by such Buyer Party. This Agreement and the other Transaction Documents to which any Buyer Party is a party constitute the valid and legally binding obligations of such Buyer Party, enforceable against such Buyer Party in accordance with their respective terms and conditions, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

          (c) Noncontravention . Assuming the Required Consents have been given, made or obtained, neither the execution and delivery of this Agreement or any of the other Transaction Documents to which any Buyer Party is a party, nor the consummation of the transactions contemplated hereby or thereby by each Buyer Party, will (i) violate or conflict with any statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which such Buyer Party is subject or any provision of such Buyer Party’s Organizational Documents or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which any Buyer Party is a party or by which any Buyer Party or any of their respective assets is subject or bound, except where the violation, conflict,

breach, default, right to accelerate, terminate, modify or cancel or failure to give notice would not reasonably be expected to have a Material Adverse Effect on such Buyer Party.

          (d) Consents . No Buyer Party is required to give notice to, make any filing with, or obtain any authorization, consent, or approval of any Person for such Buyer Party to execute and deliver this Agreement and the other Transaction Documents to which such Buyer Party is a party or to consummate the transactions contemplated hereby or thereby, other than (i) such filings and/or notices as may be required under the Securities Act or the Exchange Act; (ii) filings with the NYSE; (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” laws, which will be made prior to the Closing (other than any that are customarily made after the closing of transactions of this type), and (iv) those that have been given, made or obtained as of the date of this Agreement.

          (e) Brokers’ Fees . No Buyer Party or any of their respective Affiliates has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement, including any for which Seller or its Affiliates could become liable or obligated.

          (f) Solvency . As of the date of this Agreement, and after consummation of the transactions contemplated by this Agreement, no Buyer Party is insolvent or unable to pay its debts and no Buyer Party has made a general assignment with or for the benefit of its creditors, and no proceeding under any bankruptcy, insolvency or reorganization Law has been commenced by or with respect to any Buyer Party.

ARTICLE 5
COVENANTS

     5.1 Cooperation and Reasonable Efforts . The Parties agree that from time to time after the Closing Date (a) they will execute and deliver (or cause their respective Affiliates to execute and deliver) such further instruments, and take (or cause their respective Affiliates to take) such other action, as may be reasonably necessary to carry out the purposes and intents of this Agreement and the other Transaction Documents and (b) they will (or will cause their respective Affiliates to) pay over to or reimburse any other Party for any revenue received, tax paid or refunded or other expense paid or amount received that is properly payable to such other Party based upon the ownership of the Assets at the time such payment, right or obligation accrued or was received. Any such further action described in clause (a) shall be made at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefore under Article 6).

     5.2 Possession and Retention of and Access to the Records . At the Closing, Buyer will take possession of all Records. Buyer agrees (a) to hold the Records and not to destroy or dispose of any portion thereof for a period of five years from the Closing Date or such longer period as may be required by Law, provided that at any time after such period, if it desires to destroy or dispose of such Records, it will first offer in writing at least 60 days before such destruction or disposition to surrender them to Seller and if Seller or its successors and permitted assigns do not accept such offer within 60 days after receipt of such offer, Buyer may take such

action, and (b) following the Closing Date, to afford Seller and its successors and permitted assigns and any of their employees, accountants, and counsel, at Seller’s own expense, during normal business hours, upon reasonable request, full access to the Records and to Buyer’s employees; provided that such access will not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product or like privilege; and provided, further, that in the event of any litigation nothing herein shall limit any Party’s rights of discovery under applicable Law. Nothing herein shall impose any liability upon Buyer in the event of destruction or loss of any Records as a result of casualty.

ARTICLE 6
REMEDIES FOR BREACHES OF AGREEMENT

     6.1 Survival of Representations, Warranties and Covenants . The representations and warranties of Seller contained in Article 3 or in any other Transaction Document delivered by Seller pursuant hereto shall survive the Closing under this Agreement for a period of two years after the Closing Date except for those in Section 3.2(c) which shall survive until 60 days after the expiration of all applicable statutes of limitation and those in Section 3.1(a), Section 3.1(b), Section 3.1(e) and Section 3.2(a) (the representations and warranties of Seller contained in such Sections, the “ Fundamental Seller Representations ”) which shall survive indefinitely. The representations and warranties of the Buyer Parties contained in Article 4 or in any other Transaction Document delivered by a Buyer Party pursuant hereto shall survive the Closing for a period of two years after the Closing Date other than those in S