Exhibit 10.11
American Metals & Coal International, Inc. First Reserve Corporation
000 Xxxxxxxxx Xxxx, 0xx Xxxxx Xxx Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
Xxxxx 00, 0000
XXX XXXXXXXXX
Xxxxx Natural Resources, Inc.
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, President
Facsimile No.: (000) 000-0000
Re: Waiver under Stockholder Agreement
Dear Xx. Xxxxxxx:
We refer you to that certain Stockholder Agreement dated as of February
11, 2005 by and among Alpha Natural Resources, Inc., a Delaware corporation (the
"Company"), the "FRC Parties" (as defined therein), the "AMCI Parties" (as
defined therein) Madison Capital Funding LLC, a Delaware limited liability
company, and the "Employee Stockholders" (as defined therein) (the "Agreement").
By our signatures below, Xxxx X. Xxxxx in his capacity as the AMCI
Representative pursuant to Section 6.12 of the Agreement, and First Reserve Fund
IX, L.P. in its capacity as the FRC Representative pursuant to Section 6.13 of
the Agreement, hereby waive all rights of the AMCI Parties and the FRC Parties,
respectively, under Section 1.1(h) of the Agreement to be represented on
committees of the Company's Board of Directors. This waiver is given pursuant to
Section 3.3(a) of the Agreement and is effective from and after the date of this
letter. This waiver may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument, and facsimile signatures to this waiver shall be valid for all
purposes.
THE AMCI PARTIES
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx, the AMCI Representative
THE FRC PARTIES
By: First Reserve Fund IX, L.P., the FRC Representative
By: First Reserve GP IX, L.P., its General Partner
By: First Reserve GP IX, Inc., its General Partner
By: /s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx, Managing Director
cc: Xxxxxx X. Xxxxxxx, facsimile no.: (000) 000-0000
Xxxxxx X. Xxxxxxx, facsimile no.: (000) 000-0000
Xxxxx X. Xxxxxxxxx, facsimile no.: (000) 000-0000
