XXXXX RIVER COAL COMPANY
000 Xxxx Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxxxxxx 00000
April 27, 2006
Xxxxxx Xxxxxxx LLC
000 Xxxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx Xx.
Re: EXTENSION OF NOTICE PERIOD
Dear Xxx:
We refer to the agreement, dated as of March 23, 2006 (the "TOLLING
AGREEMENT"), by and between Xxxxxx Xxxxxxx LLC, a Delaware limited liability
company ("XXXXXX XXXXXXX"), and Xxxxx River Coal Company, a Virginia corporation
(the "COMPANY"), setting forth, among other things, the tolling of the period
during which Xxxxxx Xxxxxxx and/or one or more of the Funds may deliver to the
Company the requisite advance notice of business to be conducted and/or
candidates for director to be nominated at the Annual Meeting. Capitalized terms
used but not defined in this letter agreement shall have the meaning ascribed to
such terms in the Tolling Agreement.
The purpose of this letter agreement is to reflect our mutual agreement,
in light of the Company's continued exploration of strategic alternatives to
maximize shareholder value, and for other good and valuable consideration the
receipt and sufficiency of which are acknowledged by the Company and Xxxxxx
Xxxxxxx, to extend the time period during which a Notice delivered to the
Company by Xxxxxx Xxxxxxx and/or one or more of the Funds would be deemed
timely. Accordingly, the Company and Xxxxxx Xxxxxxx agree that the Tolling
Agreement is hereby amended by removing the date "April 30, 2006" in Section 1
thereof and replacing such date with "July 17, 2006". Except as expressly
modified by this letter agreement, the Tolling Agreement remains in full force
and effect. This letter agreement may be executed by facsimile and in any number
of counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
[Remainder of page intentionally left blank. Signature page follows.]
Please signify your agreement with the foregoing by executing this letter
agreement and returning a copy to the undersigned.
Very truly yours,
XXXXX RIVER COAL COMPANY
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: Chairman, President and
Chief Executive Officer
Xxxxxx and accepted as of the date first set forth above:
XXXXXX XXXXXXX LLC
By: /s/ Xxxxxx X. Xxxxxx Xx.
------------------------------------
Name: Xxxxxx X. Xxxxxx Xx.
Title: Managing Member
cc: Xxxxx X. Xxxxxxxx, Esq., Xxxxxxxxxx Xxxxxxxx LLP
Xxxx Xxxxxxxxxx, Esq., Xxxxxxx Xxxx & Xxxxx LLP
