ALPHA NATURAL RESOURCES, LLC 406 West Main Street Abingdon, Virginia 24212 September 23, 2005
Exhibit
2.5
ALPHA NATURAL RESOURCES, LLC
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
September 23, 2005
Seller Parties Named on the Signature Pages Hereof
c/o Xxxxx Xxxxxx
000 Xxxxxxx Xxxx Xxxx
Xxxxxxx, XX 00000
c/o Xxxxx Xxxxxx
000 Xxxxxxx Xxxx Xxxx
Xxxxxxx, XX 00000
Ladies and Gentlemen:
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:
1. This letter agreement has been executed following the execution of, and effectively amends,
each of the Agreements, and for purpose of the Agreements the provisions of this letter agreement
shall become an integral part of each of the Agreements as though its terms and provisions were set
forth therein in full.
2. As
used in each of the specific references listed on Exhibit B to this letter, “Business”
shall mean the entire business of the mining, processing, transportation and sale of coal, domestic
trading of coal (including the purchase and resale of coal produced by others), owning and leasing
coal reserves and other interests in real property, and all activities related to the foregoing
conducted by all of the following entities: Xxxxxxxx Energy Company, LLC, Mate Creek Energy of W.
Va., Inc., Xxxxxxxxxx Contracting, Inc., Powers Shop, LLC, Premium Energy, Inc., Twin Star Mining,
Inc., Virginia Energy Company and White Flame Energy, Inc. in the State of West Virginia and the
Commonwealths of Kentucky and Virginia that is being acquired directly or indirectly by Buyer
Parties pursuant to the Agreements.
3. As used in any other instance in any Agreement, the term “Business” shall have the meaning
as set forth in such Agreement.
4. If any party hereto is required to disclose any of the Agreements pursuant to any state or
federal securities law, such disclosure may be accompanied by the disclosure of this letter
agreement.
Sincerely,
BUYER PARTIES: | ||||
ALPHA NATURAL RESOURCES, INC. | ||||
By:
|
/s/ Xxxxxx X. Xxxxxx | |||
Xxxxxx X. Xxxxxx, Vice President | ||||
ALPHA NATURAL RESOURCES, LLC | ||||
By:
|
/s/ Xxxxxx X. Xxxxxx | |||
Xxxxxx X. Xxxxxx, Vice President | ||||
PREMIUM ENERGY, LLC | ||||
By:
|
/s/ Xxxxxx X. Xxxxxx | |||
Xxxxxx X. Xxxxxx, Vice President | ||||
SELLER PARTIES: | ||||
MATE CREEK ENERGY OF W. VA., INC. | ||||
By:
|
/s/ Xxxxxxx Xxxxxx “Don” Xxxxxxxxxx | |||
Name: Xxxxxxx Xxxxxx “Don” Xxxxxxxxxx | ||||
Title: Vice President | ||||
VIRGINIA ENERGY COMPANY | ||||
By:
|
/s/ Xxxxxxx Xxxxxx “Don” Xxxxxxxxxx | |||
Name: Xxxxxxx Xxxxxx “Don” Xxxxxxxxxx | ||||
Title: President | ||||
/s/ Xxxx Xxxxxx | ||||
XXXX XXXXXX |
[Signature Page to Cross-Condition Side Letter]
/s/ Xxxxx Xxxxxxxx | ||||
XXXXX XXXXXXXX | ||||
/s/ Xxx Xxxxxxxxxx Xxxxxxx | ||||
XXX XXXXXXXXXX XXXXXXX | ||||
/s/ Xxxxx Xxxxxx | ||||
XXXXX XXXXXX | ||||
/s/ X. X. Xxxxxx | ||||
X. X. XXXXXX | ||||
X. X. XXXXXX CHARITABLE INCOME TRUST II | ||||
By:
|
/s/ Xxxxx X. Xxxxxx | |||
Name: Xxxxx X. Xxxxxx | ||||
Title: Attorney-in-Fact under power of attorney | ||||
dated February 4, 1998, for Xxxxx X. Xxxxxx, Trustee | ||||
/s/ Xxxxxxx Xxxxxx “Don” Xxxxxxxxxx | ||||
XXXXXXX XXXXXX “DON” XXXXXXXXXX | ||||
/s/ X. X. Xxxxxxxxxx | ||||
X. X. XXXXXXXXXX | ||||
/s/ Xxxx Xxxxx Xxxxxxxxxx | ||||
XXXX XXXXX XXXXXXXXXX | ||||
/s/ Xxxxxxx X. Xxxxxxxxxx | ||||
XXXXXXX X. XXXXXXXXXX | ||||
/s/ X. X. Xxxxxxxxx | ||||
X. X. XXXXXXXXX, individually and as Sellers | ||||
Representative under the Xxxxxxxx Energy Purchase Agreement |
[Signature Page to Cross-Condition Side Letter]
TRI-CITIES INVESTMENTS, a Virginia general partnership | ||||
By: Tri-Cities Investments, Inc., its general partner | ||||
By:
|
/s/ Xxxxx Xxxxxx | |||
Name: Xxxxx Xxxxxx | ||||
Title: President |
[Signature Page to Cross-Condition Side Letter]
PREMIUM ENERGY, INC. | ||
By:
|
/s/ Xxxxxxx Xxxxxx “Don” Xxxxxxxxxx | |
Name: Xxxxxxx Xxxxxx “Don” Xxxxxxxxxx | ||
Title: President |
[Signature Page to Cross-Condition Side Letter]
Exhibit A
AGREEMENTS
Acquisition Agreement, dated as of September 23, 2005, among Alpha Natural Resources, LLC, Mate
Creek Energy of W. Va., Inc., Virginia Energy Company, the unitholders of Powers Shop, LLC, and the
shareholders of Xxxxxxxxxx Contracting, Inc., Twin Star Mining, Inc. and White Flame Energy, Inc.
(the “Acquisition Agreement”)
Membership Unit Purchase Agreement, dated as of September 23, 2005, among Premium Energy, LLC and
the unitholders of Xxxxxxxx Energy Company, LLC (the “Xxxxxxxx Energy Purchase Agreement”)
Agreement and Plan of Merger, dated as of September 23, 2005, among Alpha Natural Resources, Inc.,
Alpha Natural Resources, LLC, Premium Energy, LLC, Premium Energy, Inc. and the shareholders of
Premium Energy, Inc. (the “Premium Energy Merger Agreement”)
Exhibit B
MODIFIED REFERENCES TO “BUSINESS”
Acquisition Agreement: Sections 6.8, 7.7, 8.1(t) and 8.2(g)
Xxxxxxxx Energy Purchase Agreement: Sections 6.8, 7.7, 8.1(t) and 8.2(g)
Premium Energy Merger Agreement: Sections 6.8, 7.7, 8.1(t) and 8.2(f)