Waiver Letter Agreement under Stockholder Agreement by AMCI and FRC Parties to Alpha Natural Resources, Inc.

Summary

This letter agreement, dated March 28, 2005, is between American Metals & Coal International, Inc. (AMCI Parties), First Reserve Corporation (FRC Parties), and Alpha Natural Resources, Inc. The AMCI and FRC Parties formally waive their rights under a prior Stockholder Agreement to be represented on committees of Alpha Natural Resources' Board of Directors. The waiver is effective immediately and is executed by authorized representatives of both parties. The agreement allows for execution in counterparts and recognizes facsimile signatures as valid.

EX-10.11 10 y06434exv10w11.txt LETTER AGREEMENT Exhibit 10.11 American Metals & Coal International, Inc. First Reserve Corporation 475 Steamboat Road, 2nd Floor One Lafayette Place Greenwich, CT 06830 Greenwich, CT 06830 March 28, 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: Waiver under 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"). 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 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/ 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/ Alex T. Krueger Alex T. Krueger, 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