EX-10.1



 






Exhibit 10.1




	 	 	 
	American Metals & Coal International, Inc.

	 	First Reserve Corporation
	475 Steamboat Road, 2nd Floor

	 	One Lafayette Place
	Greenwich, CT 06830

	 	Greenwich, CT 06830





December 8, 2005



VIA FACSIMILE




Alpha Natural Resources, Inc.

406 West Main Street

Abingdon, Virginia 24210

Attention: Michael J. Quillen, President

Facsimile No.: (276) 628-3116




     Re: Amendment to Section 2.2 of Amended and Restated Stockholder Agreement


Dear Mr. Quillen:




     We refer you to that certain Amended and Restated Stockholder Agreement dated as of October
26, 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 (“Madison”) and
the “ Employee Stockholders ” (as defined therein) (the “Agreement ”), and that
certain letter agreement dated as of October 25, 2005 amending Section 2.2 of the Agreement (the
“Share Allocation Letter”).



     By our signatures below, Hans J. Mende 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 further amend Section 2.2 of the
Agreement and supersede the Share Allocation Letter as follows:



     1. Solely in connection with the offering of the Company’s Common Stock pursuant to Registration
No. 333-129030 (the “Secondary Offering”), notwithstanding the provisions of Section 2.2(b)
to the contrary, if the managing underwriter(s) determine in good faith that marketing factors
require a limitation of the number of securities to be underwritten in the Secondary Offering, the
Company shall so advise all Holders of Registrable Securities that would otherwise be registered
and underwritten pursuant thereto, and the managing underwriter(s) may exclude shares of the
Registrable Securities as necessary from the registration and the underwriting, with the number of
Registrable Securities to be included in the registration and the underwriting allocated in the
following manner:




	 	 	First, to Madison in respect of all Registrable Securities as to which Madison has




 









 






	 	 	sought to be included in the Secondary Offering;
	 
	 	 	Second, with respect to the next 15,151,494 Registrable Securities, 12,151,494
Registrable Securities to the FRC Parties and 3,000,000 Registrable Securities to the AMCI
Parties; provided, however, that if the number of securities to be underwritten is less than
15,151,494 after giving effect to the first allocation, then 80% to the FRC Parties and
20% the AMCI Parties; and
	 
	 	 	Third, with respect to any Registrable Securities in excess of 15,151,494 after giving
effect to the first allocation , 80% to the FRC Parties and 20% the AMCI Parties;




it being understood that (i) no Employee Stockholders shall participate in the Secondary Offering
and (ii) the AMCI Parties hereby reduce the number of Registrable Securities requested by the AMCI
Parties to be included in the Secondary Offering pursuant to the registration request of the AMCI
Parties dated October 6, 2005 from 11,351,896 to 3,000,000.




     2. Upon completion of the sale of Registrable Shares in the Secondary Offering, if the AMCI
Parties have been allowed by the underwriters to participate therein to the extent of at least
3,000,000 Registrable Securities, then:



     (a) the exception set forth in the proviso to Section 2.2(a) of the Agreement that would
otherwise eliminate the Company’s obligation to effect a registration in response to a Demand
Notice delivered by the AMCI Parties during the six month period after the sale of Registrable
Securities in the Secondary Offering will not be effective, and the Company shall be required to
use its best efforts to effect a registration pursuant to the terms of Section 2.2 of the Agreement
as soon as practicable after receipt of a Demand Notice from the AMCI Parties pursuant to Section
2.2(a) of the Agreement, provided that the Company shall not be obligated to file a registration
statement to effect such registration until at least three months have elapsed from the completion
of the sale of Registrable Securities in the Secondary Offering; and



     (b) Section 2.2(d) of the Agreement shall be amended so that the maximum number of
registrations that the Company will be required to effect pursuant to Section 2.2(a) on behalf of
the AMCI Parties will be one instead of two.



     3. Any further amendment to the Section 2 of the Agreement affecting the AMCI Parties shall
require the Company’s prior written consent.



[Signature page follows.]




2









 








     This amendment is made pursuant to Section 3.3(a) of the Agreement and is effective from and
after the date of this letter. This amendment 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 amendment shall be valid for all purposes.



     Alpha Natural Resources, Inc.



	 	 	 	 	 
	     By:
	 	/s/ Michael J. Quillen

 

Michael J. Quillen, President &

Chief Executive Officer

	 	 






     The AMCI Parties



	 	 	 	 	 
	     By:
	 	/s/ Hans J. Mende

 

Hans J. Mende, 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/ Thomas R. Denison

 

Thomas R. Denison, Managing Director

	 	 






	 	 	 
	     cc:
	 	Leslie A. Grandis, facsimile no.: (804) 698-2069

	 	 	Thomas R. Denison, facsimile no.: (203) 661-6729

	 	 	James L. Palenchar, facsimile no.: (303) 592-3140







3