AMONGEscrow Agreement • October 31st, 2005 • Alpha NR Holding Inc • Bituminous coal & lignite surface mining • Delaware
WITNESSETHSupplemental Indenture • October 31st, 2005 • Alpha NR Holding Inc • Bituminous coal & lignite surface mining • New York
Exhibit 10.1 CREDIT AGREEMENT Dated as of October 26, 2005,Credit Agreement • October 31st, 2005 • Alpha NR Holding Inc • Bituminous coal & lignite surface mining • New York
Exhibit 10.2 GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • October 31st, 2005 • Alpha NR Holding Inc • Bituminous coal & lignite surface mining • New York
PERFORMANCE SHARE AWARD AGREEMENT (For EMPLOYEES)Performance Share Award Agreement • March 10th, 2006 • Alpha NR Holding Inc • Bituminous coal & lignite surface mining
This Performance Share Award Agreement set forth below (this “Agreement”) is dated as of the grant date (the “Grant Date”) set forth on the applicable Summary of Performance Share Grant and is between Alpha Natural Resources, Inc., a Delaware corporation (“Alpha”), and the individual named on the Summary of Performance Share Grant (the “Award Recipient”). The Award Recipient may view or obtain a copy of the Award Recipient’s Summary of Performance Share Grant document by accessing Smith Barney Benefit Access at www.benefitaccess.com.
RECITALSStockholder Agreement • October 31st, 2005 • Alpha NR Holding Inc • Bituminous coal & lignite surface mining • Delaware
Exhibit 2.1 EXHIBIT A TO THIS AGREEMENT IS NOT FILED HEREWITH, AS PROVIDED IN ITEM 601(b)(2) OF REGULATION S-K PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE REGISTRANT AGREES TO FURNISH SUPPLEMENTALLY A COPY OF SUCH OMITTED ATTACHMENT...Indemnification Agreement • October 31st, 2005 • Alpha NR Holding Inc • Bituminous coal & lignite surface mining
Exhibit 2.2 ASSIGNMENT OF RIGHTS UNDER CERTAIN AGREEMENTS This Assignment of Rights Under Certain Agreements (the "Assignment") is executed by Alpha Natural Resources, LLC, a Delaware limited liability company (the "Company"), and the direct and...Alpha NR Holding Inc • October 31st, 2005 • Bituminous coal & lignite surface mining • Delaware
Restricted Stock Agreement (For [EMPLOYEES/NON-EMPLOYEE DIRECTORS])Restricted Stock Agreement • March 10th, 2006 • Alpha NR Holding Inc • Bituminous coal & lignite surface mining
This Restricted Stock Agreement set forth below (this “Agreement”) is dated as of the issue date (the “Issue Date”) set forth on the applicable Summary of Restricted Stock Grant, and is between Alpha Natural Resources, Inc., a Delaware corporation (“Alpha”), and the individual named as Stockholder on the Summary of Restricted Stock Grant (the “Stockholder”). The Stockholder may view or obtain a copy of the Stockholder’s Summary of Restricted Stock Grant document by accessing Smith Barney Benefit Access at www.benefitaccess.com.
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
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...Alpha NR Holding Inc • October 31st, 2005 • Bituminous coal & lignite surface mining
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
Waiver and ConsentWaiver and Consent • August 18th, 2006 • Alpha NR Holding Inc • Bituminous coal & lignite surface mining • New York
This Waiver and Consent, dated as of August 14, 2006 (this “Waiver”), to Credit Agreement, dated as of October 26, 2005 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Alpha NR Holding, Inc., a Delaware corporation (“Holdings”), Alpha Natural Resources, LLC, a Delaware limited liability company (the “Borrower”), the Lenders and Issuing Banks party thereto from time to time, and Citicorp North America, Inc., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders and Issuing Banks. Capitalized terms used herein but not defined herein are used as defined in the Credit Agreement as amended.
DIRECTOR DEFERRED COMPENSATION AGREEMENTDirector Deferred Compensation Agreement • August 3rd, 2006 • Alpha NR Holding Inc • Bituminous coal & lignite surface mining
This Director Deferred Compensation Agreement (this “Agreement”) is dated as of the grant date (the “Grant Date”) set forth on the applicable Summary of Deferred Compensation Grant, and is between Alpha Natural Resources, Inc., a Delaware corporation, (the “Company”), and the individual named as Non-Employee Director on the Summary of Deferred Compensation Grant (“Director”).
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:
