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Exhibit 10.4
AMERICAN METALS & COAL INTERNATIONAL,
INC. FIRST
RESERVE CORPORATION
475 STEAMBOAT ROAD, 2ND FLOOR
ONE LAFAYETTE PLACE
GREENWICH, CT 06830
GREENWICH, CT 06830
October 25, 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 3.1 of Stockholder Agreement
Dear Mr. Quillen:
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
"), as heretofore amended.
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 amend Section 2.2(b)
of the Agreement as follows:
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 otherw
