MEMBERSHIP UNIT PURCHASE AGREEMENT

LLC Membership Agreement

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This LLC Membership Agreement involves

Alpha Natural Resources, | PREMIUM ENERGY, LLC | THE UNITHOLDERS OF BUCHANAN ENERGY COMPANY, LLC

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Title: MEMBERSHIP UNIT PURCHASE AGREEMENT
Governing Law: Virginia Date: 9/26/2005
Law Firm: Bartlit Beck Herman Palenchar & Scott LLP

EX-2.2

EXHIBIT 2.2

THIS AGREEMENT CONTAINS REPRESENTATIONS AND WARRANTIES THE PARTIES HERETO MADE TO AND SOLELY FOR THE BENEFIT OF EACH OTHER. THE ASSERTIONS EMBODIED IN THOSE REPRESENTATIONS AND WARRANTIES ARE QUALIFIED BY INFORMATION IN CONFIDENTIAL DISCLOSURE SCHEDULES THAT THE PARTIES HAVE EXCHANGED IN CONNECTION WITH SIGNING THE AGREEMENT. WHILE THE REGISTRANT BELIEVES THAT THE SECURITIES LAWS DO NOT REQUIRE THE INFORMATION CONTAINED IN THE DISCLOSURE SCHEDULES TO BE PUBLICLY DISCLOSED, THE DISCLOSURE SCHEDULES DO CONTAIN INFORMATION THAT MODIFIES, QUALIFIES AND CREATES EXCEPTIONS TO THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT. ACCORDINGLY, INVESTORS AND SECURITY HOLDERS SHOULD NOT RELY ON THE REPRESENTATIONS AND WARRANTIES AS CHARACTERIZATIONS OF THE ACTUAL STATE OF FACTS. MOREOVER, INFORMATION CONCERNING THE SUBJECT MATTER OF THE REPRESENTATIONS AND WARRANTIES MAY CHANGE AFTER THE DATE OF THE AGREEMENT, WHICH SUBSEQUENT INFORMATION MAY OR MAY NOT BE FULLY REFLECTED IN THE REGISTRANT’S PUBLIC DISCLOSURES.

THE ATTACHMENTS TO THIS EXHIBIT LISTED IN THE TABLE OF CONTENTS HEREOF ARE 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 ANY SUCH OMITTED ATTACHMENT TO THE SECURITIES AND EXCHANGE COMMISSION UPON REQUEST.

Execution Version

MEMBERSHIP UNIT PURCHASE AGREEMENT

among

PREMIUM ENERGY, LLC

and

THE UNITHOLDERS OF BUCHANAN ENERGY COMPANY, LLC

Dated as of
September 23, 2005

Table of Contents


ARTICLE I — DEFINITIONS			1

ARTICLE II – PURCHASE AND SALE OF ACQUIRED INTERESTS			12
2.1 Basic Transaction			12
2.2 Purchase Price			12
2.3 [Reserved]			12
2.4 Retained Liabilities			13
2.5 Attempted Assignment of Acquired Interests			13
2.6 Intercompany Transactions			13
2.7 Closing			13
2.8 Deliveries at Closing			14

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF SELLERS REGARDING THE TRANSACTION			14
3.1 Organization			14
3.2 Authorization of Transaction			14
3.3 Noncontravention			15
3.4 Brokers’ Fees			15
3.5 Ownership			15

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF BUYER REGARDING THE TRANSACTION			15
4.1 Organization of Buyer			15
4.2 Authorization of Transaction			15
4.3 Noncontravention			16
4.4 Brokers’ Fees			16
4.5 Investment			16
4.6 Financial Ability to Perform			16
4.7 Permit Blocking			16

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF SELLERS REGARDING THE COMPANY			16
5.1 Organization, Qualification, and Power			16
5.2 Capitalization			17
5.3 Noncontravention			17
5.4 Brokers’ Fees			18
5.5 Real Property			18
5.6 Other Assets			18
5.7 Subsidiaries			19
5.8 Financial Statements			19
5.9 Events Subsequent to Most Recent Fiscal Month End			19
5.10 Undisclosed Liabilities			21
5.11 Legal Compliance			21
5.12 Environmental Compliance			21


5.13 Taxes			23
5.14 Intellectual Property			24
5.15 Inventory			24
5.16 Contracts			25
5.17 Notes and Accounts Receivable			25
5.18 Powers of Attorney			25
5.19 Insurance			26
5.20 Litigation			26
5.21 [Reserved]			27
5.22 Restrictions on Business Activities			27
5.23 Employees			27
5.24 Employee Benefits			27
5.25 Guaranties			28
5.26 Reclamation			28
5.27 Permit Blocking			28
5.28 Certain Business Relationships with the Subject Companies			29
5.29 Absence of Certain Payments			29
5.30 Disclosure			29

ARTICLE VI – PRE-CLOSING COVENANTS OF THE PARTIES			29
6.1 General			29
6.2 Notices and Consents			29
6.3 Operation of Business			30
6.4 Preservation of Business			30
6.5 Full Access			30
6.6 Notice of Developments			31
6.7 Exclusivity			32
6.8 Financial Statement Delivery			33
6.9 [Reserved]			33
6.10 Retained Debt			33

ARTICLE VII – POST-CLOSING COVENANTS OF THE PARTIES			33
7.1 General			33
7.2 Transition			34
7.3 Litigation Support			34
7.4 Confidentiality			34
7.5 [Reserved]			34
7.6 [Reserved]			34
7.7 Financial Statement Assistance			34
7.8 Financing			36
7.9 Retained Claim			36

ARTICLE VIII — CONDITIONS PRECEDENT			36
8.1 Conditions to Obligation of Buyer			36
8.2 Conditions to Obligation of Sellers			39

ARTICLE IX – [RESERVED]			40


ARTICLE X — CERTAIN TAX MATTERS			40
10.1 Post-Closing Tax Returns			40
10.2 Pre-Closing Tax Returns			41
10.3 Straddle Periods			41
10.4 Straddle Returns			41
10.5 Claims for Refund			42
10.6 Cooperation on Tax Matters			42
10.7 Certain Taxes			42
10.8 Confidentiality			43
10.9 Audits			43
10.10 Control of Proceedings			43
10.11 Powers of Attorney			44
10.12 Remittance of Refunds			44
10.13 Allocation			44
10.14 Closing Tax Certificate			45
10.15 Property Taxes			45
10.16 [Reserved]			45
10.17 Sales and Use Taxes			45

ARTICLE XI – [RESERVED]			45

ARTICLE XII — TERMINATION			46
12.1 Termination of Agreement			46
12.2 Effect of Termination			46

ARTICLE XIII — MISCELLANEOUS			46
13.1 Nature of Certain Obligations			46
13.2 Press Releases and Public Announcements			47
13.3 No Third-Party Beneficiaries			47
13.4 Entire Agreement			47