PITTSTON COAL COMPANY
448 N. E. Main Street
Lebanon, Virginia 24266
December 13, 2002
Alpha Terminal Company, 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 Terminal Company, 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. Section 1.61 of the Agreement is amended by inserting immediately
after "November 15, 1992" at the end of Section 1.61 of the Agreement
with the following:
", and the Fourth Amendment thereto, dated as of June 2, 1994"
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.
Sincerely,
PITTSTON COAL COMPANY
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President - Development
and Technical Resources
ACKNOWLEDGED AND AGREED:
ALPHA TERMINAL COMPANY, LLC
By: /s/ Xxxxx Xxxxx
-----------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
