Exhibit 2.12
Alpha Natural Resources, LLC
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
April 9, 2003
WBRD LLC
CSTL LLC
Natural Resource Partners L.P.
c/o Natural Resource Partners L.P.
Suite 300, 0000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxx
Ladies and Gentlemen:
Xxxxxxxxx-Xxxxxxx Coal Company, LLC ("D-R"), Alpha Land and Reserves, LLC,
and Alpha Natural Resources, LLC (collectively, "Seller Parties"), on the one
hand, and WBRD LLC, CSTL LLC, and Natural Resource Partners L.P. (collectively,
the "Buyer Parties"), on the other hand, hereby agree, with respect to the
agreements listed on Exhibit A attached hereto (the "Agreements"), 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, that:
1 This letter agreement has been executed following the execution of,
and effectively amends, each of the Agreements.
2. As used in Sections 8.2(b)(i) and 8.2(b)(ii) of each of the
Agreements and only such Sections, the term "Purchase Price" shall mean the sum
of the dollar amounts specified in Section 2.2 of each of the Agreements.
Sincerely,
XXXXXXXXX-XXXXXXX COAL ALPHA LAND AND RESERVES, LLC
COMPANY, LLC
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxx Xxxxxxx Name: Xxxxxxx X. Xxxxx
Title: President & Manager Title: President & Manager
April 9, 2003
Page 2
Alpha Natural Resources, LLC
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: President & Manager
ACKNOWLEDGED AND AGREED:
CSTL LLC, a Delaware limited liability company
By: NRP (Operating) LLC, a Delaware limited liability company,
its sole operating manager
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: President and Chief Operating Officer
WBRD LLC, a Delaware limited liability company
By: NRP (Operating) LLC, a Delaware limited liability company,
its sole operating manager
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: President and Chief Operating Officer
NATURAL RESOURCES PARTNERS L.P.
By NRP (GP) LP, its General Partner
By GP Natural Resources Partners LLC, its general
Partner
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: President and Chief Operating Officer
EXHIBIT A
Purchase and Sale Agreement by and between Xxxxxxxxx-Xxxxxxx Coal Company, LLC,
and WBRD LLC dated as of April 9, 2003.
Purchase and Sale Agreement by and between Alpha Land and Reserves, LLC, and
CSTL LLC dated as of April 9, 2003.
