Exhibit 2.10
PITTSTON COAL COMPANY
000 X. X. Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
December 13, 2002
Alpha Land and Reserves, LLC
c/o Alpha Natural Resources, LLC
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to the Asset Purchase Agreement (the "Agreement"), dated as of
October 29, 2002, as amended to but not including the date hereof, by and
between Pittston Coal Company ("PCC") and Alpha Land and Reserves, LLC
("Buyer"). Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Agreement.
PCC and Buyer desire to amend certain provisions of the Agreement and, in
consideration of the mutual covenants, conditions and agreements set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. The condition precedent to the obligations of PCC to consummate and
cause the consummation of the transactions contemplated by the
Agreement contained in Section 6.3(e) of the Agreement has been
satisfied by the agreement of the parties to the form of Intercreditor
Agreement attached to the Royalty Agreement as executed by the parties
thereto on December 13, 2002.
2. The Schedules to the Agreement are hereby amended and restated in
their entirety as attached hereto as Exhibit A.
3. Except as amended by this letter agreement, the Agreement shall
continue in full force and effect.
4. This letter agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Any executed counterpart
of this letter agreement or other signature hereto delivered by a
party by facsimile shall be deemed for all purposes as being good and
valid execution and delivery of this letter agreement by such party.
1
Sincerely,
PITTSTON COAL COMPANY
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President - Development
and Technical Resources
ACKNOWLEDGED AND AGREED:
ALPHA LAND AND RESERVES, LLC
By: /s/ Xxxxx Xxxxx
-----------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
2
