Letter Agreement Amending Purchase and Sale Agreements between Alpha Natural Resources, LLC and Affiliates and WBRD LLC, CSTL LLC, and Natural Resource Partners L.P.

Summary

This letter agreement, dated April 9, 2003, is between Alpha Natural Resources, LLC and its affiliates (the Seller Parties) and WBRD LLC, CSTL LLC, and Natural Resource Partners L.P. (the Buyer Parties). It amends certain terms in previously executed purchase and sale agreements, specifically clarifying that the term "Purchase Price" in specified sections refers to the sum of amounts listed in each agreement. All parties acknowledge and agree to these changes, which are effective immediately.

EX-2.12 13 y02933exv2w12.txt LETTER AGREEMENT Exhibit 2.12 Alpha Natural Resources, LLC 406 West Main Street Abingdon, Virginia 24212 April 9, 2003 WBRD LLC CSTL LLC Natural Resource Partners L.P. c/o Natural Resource Partners L.P. Suite 300, 1035 Third Avenue Huntington, WV 25727 Attn: Nick Carter Ladies and Gentlemen: Dickenson-Russell Coal Company, LLC ("D-R"), Alpha Land and Reserves, LLC, and Alpha Natural Resources, LLC (collectively, "Seller Parties"), on the one hand, and WBRD LLC, CSTL LLC, and Natural Resource Partners L.P. (collectively, the "Buyer Parties"), on the other hand, hereby agree, with respect to the agreements listed on Exhibit A attached hereto (the "Agreements"), in consideration of the mutual covenants, conditions and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, that: 1 This letter agreement has been executed following the execution of, and effectively amends, each of the Agreements. 2. As used in Sections 8.2(b)(i) and 8.2(b)(ii) of each of the Agreements and only such Sections, the term "Purchase Price" shall mean the sum of the dollar amounts specified in Section 2.2 of each of the Agreements. Sincerely, DICKENSON-RUSSELL COAL ALPHA LAND AND RESERVES, LLC COMPANY, LLC By: /s/ Jess Justice By: /s/ Michael D. Brown Name: Jess Justice Name: Michael D. Brown Title: President & Manager Title: President & Manager April 9, 2003 Page 2 Alpha Natural Resources, LLC By: /s/ Michael D. Quillen Name: Michael D. Quillen Title: President & Manager ACKNOWLEDGED AND AGREED: CSTL LLC, a Delaware limited liability company By: NRP (Operating) LLC, a Delaware limited liability company, its sole operating manager By: /s/ Nick Carter Name: Nick Carter Title: President and Chief Operating Officer WBRD LLC, a Delaware limited liability company By: NRP (Operating) LLC, a Delaware limited liability company, its sole operating manager By: /s/ Nick Carter Name: Nick Carter Title: President and Chief Operating Officer NATURAL RESOURCES PARTNERS L.P. By NRP (GP) LP, its General Partner By GP Natural Resources Partners LLC, its general Partner By: /s/ Nick Carter Name: Nick Carter Title: President and Chief Operating Officer EXHIBIT A Purchase and Sale Agreement by and between Dickenson-Russell Coal Company, LLC, and WBRD LLC dated as of April 9, 2003. Purchase and Sale Agreement by and between Alpha Land and Reserves, LLC, and CSTL LLC dated as of April 9, 2003.