AGREEMENT AND PLAN OF MERGER among ALPHA NATURAL RESOURCES, INC., ALPHA NATURAL RESOURCES, LLC, PREMIUM ENERGY, LLC, PREMIUM ENERGY, INC. and THE SHAREHOLDERS OF PREMIUM ENERGY, INC. Dated as of September 23, 2005Agreement and Plan of Merger • September 26th, 2005 • Alpha NR Holding Inc • Bituminous coal & lignite surface mining • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of September 23, 2005, among Alpha Natural Resources, Inc., a Delaware corporation (“Alpha”), Alpha Natural Resources, LLC, a Delaware limited liability company (“Parent”), Premium Energy, LLC, a Delaware limited liability company (“Merger Sub”), Premium Energy, Inc., a West Virginia corporation (the “Company”) and the shareholders of Premium Energy, Inc. listed on the signature pages to this Agreement (the “Shareholders”). Collectively, Alpha, Parent, Merger Sub, the Company and Shareholders shall be referred to in this Agreement as the “Parties” and individually as a “Party.” Capitalized terms not otherwise defined in this Agreement have the meaning given such terms in Article I.
INDEMNIFICATION AGREEMENT among ALPHA NATURAL RESOURCES, LLC, ALPHA NATURAL RESOURCES, INC., PREMIUM ENERGY, LLC, MATE CREEK ENERGY OF W. VA., INC. AND VIRGINIA ENERGY COMPANY, THE UNITHOLDERS OF POWERS SHOP, LLC, CERTAIN OF THE UNITHOLDERS OF...Indemnification Agreement • September 26th, 2005 • Alpha NR Holding Inc • Bituminous coal & lignite surface mining • Virginia
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of September 23, 2005, between (i) Alpha Natural Resources, LLC, a Delaware limited liability company, Alpha Natural Resources, Inc., a Delaware corporation, and Premium Energy, LLC, a Delaware limited liability company, (together, the “Alpha Parties”), and (ii) Mate Creek Energy of W. Va., Inc., a West Virginia corporation (“Mate Creek”), and Virginia Energy Company, a Virginia corporation (“Virginia Energy”), the unitholders of Powers Shop, LLC, a Virginia limited liability company (“Powers Shop”), certain of the unitholders (the “Majority Buchanan Unitholders”) of Buchanan Energy Company, LLC, a Virginia limited liability company, listed on the signature page of this Agreement and the shareholders of each of Premium Energy, Inc., a West Virginia corporation (“Premium Energy”), Twin Star Mining, Inc., a West Virginia corporation (“Twin Star”), Nicewonder Contracting, Inc., a West Virginia corporation, (“Nicewonder Contracti
ACQUISITION AGREEMENT among ALPHA NATURAL RESOURCES, LLC, MATE CREEK ENERGY OF W. VA., INC. AND VIRGINIA ENERGY COMPANY, THE UNITHOLDERS OF POWERS SHOP, LLC, and THE SHAREHOLDERS OF WHITE FLAME ENERGY, INC., TWIN STAR MINING, INC. AND NICEWONDER...Acquisition Agreement • September 26th, 2005 • Alpha NR Holding Inc • Bituminous coal & lignite surface mining • Virginia
THIS ACQUISITION AGREEMENT (this “Agreement”) is made as of September 23, 2005, among Alpha Natural Resources, LLC, a Delaware limited liability company (“Buyer”), Mate Creek Energy of W. Va., Inc., a West Virginia corporation (“Mate Creek”), and Virginia Energy Company, a Virginia corporation (“Virginia Energy”), the unitholders of Powers Shop, LLC, a Virginia limited liability company (“Powers Shop”), and the shareholders of each of (i) White Flame Energy, Inc., a West Virginia corporation (“White Flame Energy”), (ii) Twin Star Mining, Inc., a West Virginia corporation (“Twin Star”) and (iii) Nicewonder Contracting, Inc., a West Virginia corporation (“Nicewonder Contracting”) set forth on the signature pages to this Agreement. Collectively, each of Mate Creek and Virginia Energy, each unitholder of Powers Shop, and each shareholder of White Flame Energy, Twin Star and Nicewonder Contracting shall be referred to in this Agreement individually as a “Seller” and collectively as “Sellers
MEMBERSHIP UNIT PURCHASE AGREEMENT among PREMIUM ENERGY, LLC and THE UNITHOLDERS OF BUCHANAN ENERGY COMPANY, LLC Dated as of September 23, 2005Membership Unit Purchase Agreement • September 26th, 2005 • Alpha NR Holding Inc • Bituminous coal & lignite surface mining • Virginia
THIS MEMBERSHIP UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of September 23, 2005, among Premium Energy, LLC, a Delaware limited liability company (“Buyer”), on the one hand, and the unitholders (“Sellers”) of Buchanan Energy Company, LLC, a Virginia limited liability company (the “Company”), set forth on the signature pages to this Agreement. Collectively, Buyer and Sellers shall be referred to in this Agreement as the “Parties.” Capitalized terms not otherwise defined in this Agreement have the meaning given such terms in Article I.
ALPHA NATURAL RESOURCES, LLC 406 West Main Street Abingdon, Virginia 24212 September 23, 2005Acquisition Agreement • September 26th, 2005 • Alpha NR Holding Inc • Bituminous coal & lignite surface mining
The “Seller Parties” and “Buyer Parties” named on the signature pages of this letter agreement hereby agree, with respect to each of the agreements listed on Exhibit A (collectively, 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:
