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”).
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:
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1.
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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
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