PURCHASE AND SALE AGREEMENT

Exhibit 10.1

PURCHASE AND SALE AGREEMENT

between

PLUM CREEK TIMBERLANDS, L.P.

and

WPP LLC

Dated

January 28, 2005

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PURCHASE AND SALE AGREEMENT

      THIS PURCHASE AND SALE AGREEMENT dated January 28, 2005, is made by and between PLUM CREEK TIMBERLANDS, L.P ., a Delaware limited partnership (“SELLER”), and WPP LLC , a Delaware limited liability company (“BUYER”).

W I T N E S E T H:

      WHEREAS, SELLER desires to sell, bargain, assign, transfer and convey to BUYER, and BUYER desires to purchase and accept, SELLER’s interest in certain Properties as hereinafter defined; and

      NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, SELLER and BUYER do hereby agree as follows:

ARTICLE I.

Definitions and References

      Section 1.1 Certain Defined Terms . When used in this Agreement, the following terms shall have the respective meanings assigned to them in this Section 1.1:

      “Agreement” shall mean this Agreement, as hereafter changed, amended or modified in accordance with the terms hereof.

      “Code” shall mean the Internal Revenue Code, of 1986, as amended from time to time, and any successor statute thereto.

      “Escrow Agent” shall mean Marshall Miller & Associates, Inc.

      “Hazardous Material” shall mean any hazardous material, hazardous wastes, or hazardous or toxic substances as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. §§ 9601 et seq .), the Resource Conservation and Recovery Act, as

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amended, (42 U.S.C. §§ 6901 et seq .) (“CERCLA”), and the Toxic Substances Control Act, as amended (15 U.S.C. §§ 2601 et seq .).

      “Knowledge of SELLER” The phrase “to the knowledge of SELLER”, or similar words or phrases, shall mean to the actual knowledge of Erwin Barger, Russell Hagen or James Fatony, without a duty of inquiry.

      “Material Adverse Effect” The phrase “material adverse effect’ or similar words or phrases shall mean an adverse condition pertaining to the Properties which either reduces the value of the Properties by an amount exceeding five percent of the Purchase Price or requires remedial action at an anticipated expense of greater than five percent of the Purchase Price.

      “Securities Act” shall mean the Securities Act of 1933, as amended, and all rules and regulations under such Act.

      “Tax” or “Taxes” shall mean any state or local ad valorem (including without limitation any unmined mineral taxes required to be assessed under state law) real property or personal property tax, including any interest, penalty or addition thereto, whether disputed or not.

      “Tax Return” shall mean any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, including any amendment thereof and including further, without limitation, any unmined mineral taxes required to be filed under state law.

      Section 1.2 References, Titles and Construction .

     (a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise.

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     (b) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions.

     (c) The words “this Agreement”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited.

     (d) Words in the singular form shall be construed to include the plural and vice versa , unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender.

     (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement.

     (f) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate.

     (g) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions.

     (h) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement.

     (i) All references herein to “$” or “dollars” shall refer to U.S. Dollars.

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     (j) Each of the Exhibits listed on Table of Exhibits is attached and each such exhibit is incorporated herein by reference for all purposes and references to this Agreement shall also include such exhibit unless the context in which used shall otherwise require.

ARTICLE II.

Property to be Sold and Purchased

      Section 2.1 Property to be Sold and Purchased . SELLER agrees to sell and BUYER agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, rights and interests:

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     (The Coal Property and the Surface Property are sometimes hereinafter collectively referred to as the “Properties.”)

It is the intention of the BUYER and SELLER that, subject only to (i) the rights of the lessee(s) under existing oil and gas or other leases covering the Coal Property and (ii) the rights of current surface owners other than SELLER with respect to the Coal Property, coal shall be the dominant estate and the exercise of oil and gas, surface and other rights shall not unreasonably interfere with the

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operations relating to the mining, production, treatment, transportation of coal or other use of the Coal Property by the BUYER, its successors and assigns.

      Section 2.2 Excluded Assets. All assets of SELLER on the Closing Date not referred to in Section 2.1 (the “Excluded Assets”) shall be retained by SELLER, and shall not be transferred to or purchased by BUYER. Without limiting the generality of the foregoing, BUYER shall not purchase from SELLER:

ARTICLE III.

Purchase Price

      Section 3.1 Purchase Price . In consideration of the sale of the Properties by SELLER to BUYER, BUYER shall pay to SELLER at Closing cash

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in the amount of Twenty Two Million Dollars ($22,000,000.00) (the “ Purchase Price ”). The Purchase Price may be adjusted as provided in Section 7.2 , Section 7.4 and in Article X (the Purchase Price, as so adjusted, and as the same may be otherwise adjusted by the mutual agreement of the parties, being called the “Adjusted Purchase Price” ).

      Section 3.2 Earnest Money . BUYER has paid to Escrow Agent, the sum of One Million One Hundred Thousand Dollars ($1,100,000.00) as earnest money (“Earnest Money" ). Escrow Agent shall hold and disburse the Earnest Money in accordance with the terms and provisions of this Agreement. The Earnest Money (including interest earned thereon) shall be refunded to BUYER (i) at Closing; or (ii) if the transaction contemplated by this Agreement fails to close as a result of SELLER’s breach.

ARTICLE IV.

Representations and Warranties of SELLER

     SELLER represents to BUYER, with respect to itself only, as of the date of this Agreement , that:

      Section 4.1 Organization and Existence. SELLER is duly organized, validly existing, and in good standing under the laws of the State of Delaware. SELLER is duly qualified to transact business and is in good standing in the State of West Virginia and the Commonwealths of Virginia and Kentucky .

      Section 4.2 Power and Authority . SELLER has the power and authority to execute, deliver, and perform this Agreement, and each other agreement, instrument, or document executed or to be executed by SELLER in connection with the transaction contemplated hereby and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance by SELLER of this Agreement, and each other agreement, instrument, or document executed or to be executed by SELLER in connection with the transactions contemplated hereby and the consummation of the transactions contemplated hereby and thereby, will have been duly authorized by all necessary action of SELLER.

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      Section 4.3 Valid and Binding Agreement . This Agreement has been duly executed and delivered by SELLER and constitutes a valid and legally binding obligation of SELLER, enforceable in accordance with its terms, except that such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights generally and (b) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances. Each agreement, instrument or document executed or to be executed in connection with this Agreement will constitute, a valid and legally binding obligation of SELLER enforceable against it in accordance with its respective terms, except that such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights generally and (b) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.

      Section 4.4 Non-Contravention. Other than requirements (if any) that there be obtained consents to assignment from third parties, neither the execution, delivery, and performance by SELLER of this Agreement, and each other agreement, instrument, or document executed or to be executed by SELLER in connection with the transactions contemplated hereby, nor the consummation by SELLER of the transactions contemplated hereby and thereby, do or will (a) conflict with or result in a violation of any provision of the charter, bylaws or other governing instruments of SELLER, (b) conflict with or result in a violation of any provision of, or constitute (with or without the giving of notice or the passage of time or both) a default under, or give rise (with or without the giving of notice or the passage of time or both) to any right of termination, cancellation, or acceleration under, any bond, debenture, note, mortgage or indenture, or any material lease, contract, agreement, or other instrument or obligation to which SELLER is a party or by which SELLER or any of its properties may be bound, (c) other than the encumbrance imposed by this Agreement, result in the creation or imposition of any lien or other encumbrance upon the Properties; or (d) violate any applicable law, rule or regulation binding upon SELLER.

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      Section 4.5 Approvals . Other than the requirements (if any) that there be obtained consents to assignment from third parties, no consent, approval, order, or authorization of, or declaration, filing, or registration with, any court or governmental agency or of any third party is required to be obtained or made by SELLER in connection with the execution, delivery, or performance by SELLER of this Agreement, and each other agreement, instrument, or document executed or to be executed by SELLER in connection with the transaction contemplated hereby or the consummation of the transactions contemplated hereby and thereby.

      Section 4.6 Pending Litigation. Except as set forth on Exhibit 4.6 , there is no (a) action or proceeding by a governmental authority or other party, nor is there outstanding any writ, order, decree or injunction that (i) calls into question SELLER’s authority or right to enter into this Agreement and consummate the transactions contemplated hereby, (ii) would otherwise prevent or delay the transactions contemplated by this Agreement, or (b) or to the Knowledge of SELLER; (i) threatens, challenges, or asserts a claim against the interests of SELLER in and to the Properties and (ii) which could be reasonably expected to have a Material Adverse Effect.

      Section 4.7 No Alienation . Except surface rights that are not material and/or any instruments listed on Exhibit 2.1(c) and Exhibit 2.1(e) , SELLER has not leased, sold, assigned, conveyed, or transferred or contracted to sell, assign, convey or transfer any right or title to, or interest in, the Properties.

      Section 4.8 Title . SELLER has good and marketable title to the Properties, free and clear of any liens, claims, charges, options, or other encumbrances of any nature, of any person claiming by, through, or under SELLER, but none other, provided, however, that this representation is made subject to and there are hereby excepted from the further representations or warranties, the “Permitted Encumbrances. ” For purposes of this Agreement, “ Permitted Encumbrances ” shall mean:

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      Section 4.9 No Adverse Claims . To the Knowledge of SELLER, there are no adverse claims to any of the Properties except for (i) Permitted Encumbrances, (ii) those claims which would not have Material Adverse Effect,

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and (iii) those listed and described in Exhibit 4.9. There are no eminent domain or condemnation proceedings pending, or to the Knowledge of SELLER, threatened against any of the Properties, except such proceedings that would not have a Material Adverse Effect.

      Section 4.10 Tax Matters. Except as would not have a Material Adverse Effect:

     (a) There is no dispute or claim concerning any Tax liability with respect to the Properties claimed or raised by any authority.

     (b) There are no outstanding agreements or waivers extending the statutory period of limitations applicable to any Tax Returns required to be filed by SELLER or with respect to the Properties, or for which BUYER may be responsible.

     (c) Seller has filed all Tax Returns with respect to the Properties that were required to be filed and such Tax Returns (with respect to the Properties) are accurate in all respects. All Taxes shown as due with respect to the Properties on any such Tax Returns have been paid.

     (d) No special assessments for improvements are outstanding or have been completed as of the date of this Agreement with respect to the Properties.

Section 4.11 Environmental Matters.

     (a) Except as to the extent that it would not have a Material Adverse Effect, there are no pending or, to the Knowledge of SELLER, threatened claims, demands, actions, actions, administrative proceeding or lawsuits against the SELLER with respect to the Properties under any environmental laws and to the Knowledge of SELLER there are no facts which would give rise to the same and none of the Properties is subject to any outstanding injunction, judgment, order, decree or ruling, under any environmental laws.

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     (b) SELLER has not received notice that SELLER, with respect to the Properties, is or may be a potentially responsible party under CERCLA or any analogous state law in connection with any site actually containing or used for the treatment, storage or disposal of Hazardous Substances.

      Section 4.12 Leases. The Leases are in full force and effect and each party thereto 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, except when such default would not have a Material Adverse Effect.

      Section 4.13 Disclaimer of Warranties.

     (a) Any documents, reserve studies, compilations, surveys, plans, specifications, reports and/or other studies made available to BUYER by SELLER are provided as information only. BUYER expressly acknowledges that except as contained in this Agreement, SELLER has not made any representations or warranties whatsoever concerning the Properties or any matters pertaining to the Properties. SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHICH ARE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, RELATING TO THE CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE COAL OR THE PROPERTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTY RELATING TO THE CONDITION OF THE COAL OR THE PROPERTIES OR THEIR SUITABILITY FOR BUYER’S PURPOSES.

     (b) Subject to the representations and warranties of SELLER contained in this Agreement and unless BUYER terminates this Agreement by reason of any right to do so under this Agreement, BUYER is willing to and BUYER shall purchase the Properties and SELLER shall sell the Properties “ AS IS, WHERE IS”, with all faults including but not limited to acidic mine water and/or acid mine drainage ” at the Closing.

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     (c) BUYER, for itself and its successors and assigns, hereby waives and releases, indemnifies, defends and holds harmless SELLER from any and all contractual, statutory, common law, and/or other liabilities, obligations, claims or causes of action, known or unknown, that BUYER or its successors and assigns may be entitled to assert against SELLER arising in whole or in part of, or relating or connected in any way to, the condition of the Properties and/or the coal including, but not limited to acidic mine water and/or acid mine drainage, any such liabilities, obligations, claims or causes of action based in whole or in part upon any applicable federal, state or local environmental law, rule or regulation or the environmental condition of the Properties, provided that nothing in this Section shall in any manner release or discharge SELLER from liability for a breach of the representations and warranties contained in this Agreement or from any liability arising out of any flooding occurring prior to March 1, 2005 alleged to be the result of mineral operations on the Properties.

ARTICLE V.

Representations and Warranties of BUYER

     BUYER represents to SELLER, as of the date of this Agreement and as of the date of the Closing, that:

      Section 5.1 Organization and Existence . BUYER is duly organized, legally existing and in good standing under the laws of its State of Delaware, and is qualified to do business in the State of West Virginia and the Commonwealths of Virginia and Kentucky.

      Section 5.2 Power and Authority. BUYER has power and authority to execute, deliver, and perform this Agreement and each other agreement, instrument, or document executed or to be executed by BUYER in connection with the transactions contemplated hereby to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance by BUYER of this Agreement and each other agreement, instrument, or document executed or to be executed by BUYER in connection with the transactions contemplated hereby to which it is a party, and

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the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action(s) of BUYER .

      Section 5.3 Valid and Binding Agreement . This Agreement has been duly executed and delivered by BUYER and constitutes, and each other agreement, instrument, or document executed or to be executed by BUYER in connection with the transactions contemplated hereby to which it is a party has been, or when executed will be, duly executed and delivered by BUYER and constitutes, or when execut