ASSIGNMENT, WAIVER AND AMENDMENT AGREEMENT

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 Xxxxxxxxxx Development Company, LLC, a Delaware limited liability company (“Xxxxxxxxxx”), 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 Xxxxxxxxxx Counties, Illinois; and

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

     WHEREAS, subject to the provisions set forth in this Agreement, Xxxxxxxxxx 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, Xxxxxxxxxx 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.
	x.		Xxxxxxxxxx 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. Xxxxxxxxxx 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 Xxxxxxxxxx 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, Xxxxxxxxxx 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 Xxxxxxxxxx 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.

	XXXXXXXXXX DEVELOPMENT COMPANY, LLC
		By:	/s/ Xxxxxx X. Xxxxxxx
			Xxxxxx X. Xxxxxxx
			Manager
	WPP LLC
		By:	NRP (Operating) LLC
		Its:	Sole Member
		By:	/s/ Xxxx Xxxxxx
			Xxxx Xxxxxx
			President and Chief Operating Officer
	ACIN LLC
		By:	NRP (Operating) LLC
		Its:	Sole Member
		By:	/s/ Xxxx Xxxxxx
			Xxxx Xxxxxx
			President and Chief Operating Officer