JONES DAY 

North Point 

901 Lakeside Avenue 

Cleveland, Ohio 44114 

Telephone: (216) 586-3939 

Facsimile: (216) 579-0212 

David G. Heiman (admitted pro hac vice) 

Carl E. Black (admitted pro hac vice) 

Thomas A. Wilson (admitted pro hac vice) 

Attorneys for Debtors 

and Debtors in Possession 

HUNTON & WILLIAMS LLP 

Riverfront Plaza, East Tower 

951 East Byrd Street 

Richmond, Virginia 23219 

Telephone: (804) 788-8200 

Facsimile: (804) 788-8218 

Tyler P. Brown (VSB No. 28072) 

J.R. Smith (VSB No. 41913) 

Henry P. (Toby) Long, III (VSB No. 75134) 

Justin F. Paget (VSB No. 77949) 

NYI-524621210v2 

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

In re: 

Alpha Natural Resources, Inc., et al., 

 Debtors. 

Chapter 11 

Case No. 15-33896 (KRH) 

(Jointly Administered) 

SUPPLEMENTAL DECLARATION OF KEVIN CARMODY IN SUPPORT OF 

APPLICATION OF THE DEBTORS, PURSUANT TO 

SECTIONS 327(a), 328(a) AND 1107(b) OF THE BANKRUPTCY CODE, 

BANKRUPTCY RULE 2014(a) AND LOCAL BANKRUPTCY RULE 2014-1, FOR 

AN ORDER AUTHORIZING THEM TO RETAIN AND EMPLOY MCKINSEY 

RECOVERY & TRANSFORMATION SERVICES U.S., LLC AS TURNAROUND 

 ADVISOR FOR THE DEBTORS, EFFECTIVE AS OF THE PETITION DATE 

I, Kevin Carmody, under penalty of perjury, declare as follows: 

1. On August 3, 2015 (the "Petition Date"), the Debtors commenced their 

reorganization cases by filing voluntary petitions for relief under chapter 11 of title 11 of the 

United States Code (the "Bankruptcy Code"). By order of the Court (Docket No. 129), the 

Debtors' chapter 11 cases have been consolidated for procedural purposes only and are being 

jointly administered. The Debtors are authorized to continue to operate their business and 

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NYI-524621210v2 -2- 

manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the 

Bankruptcy Code. 

2. I submit this declaration (the "Supplemental Declaration") as a supplement 

to my declaration dated August 24, 2015, in support of the application (the "Application") of 

Alpha Natural Resources, Inc. ("ANR") and certain of its direct and indirect subsidiaries, as 

debtors and debtors in possession (collectively, the "Debtors"), to retain and employ McKinsey 

RTS nunc pro tunc as of August 3, 2015, as Turnaround Advisor to the Debtors (the "Original 

Declaration") [Docket No. 129], in order to (a) amend its scope of services to the Debtors and 

(b) provide certain additional information. 

3. I am making this Supplemental Declaration to provide certain 

clarifications and additional information as set forth below. Capitalized terms not expressly 

defined herein shall have the meanings ascribed to them in the Application and Original 

Declaration. 

4. Except as otherwise noted, the statements set forth herein are as a result of 

my employment position and diligence undertaken by me or by professionals working under my 

direction and, if called and sworn as a witness, I would testify competently thereto. 

5. The Debtors requested that McKinsey RTS expand the scope of its 

retention to include the additional services set forth in that certain amendment to the Engagement 

Letter effective as of October 19, 2015 attached hereto as Exhibit A (the “Additional Services”): 

 Value Enhancement Plan – Assist management in developing 

and implementing the Debtors’ five-year strategic business plan, 

including various performance improvement and cost savings 

initiatives. 

6. The Additional Services that McKinsey RTS provides will help increase 

the value of the Debtors’ estates. To the best of my knowledge, the Additional Services do not 

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NYI-524621210v2 -3- 

duplicate the services of any other professional that the Debtors have retained in these cases. In 

addition, McKinsey RTS will use reasonable efforts to coordinate its services with the Debtors 

and their other retained professionals to avoid the unnecessary duplication of services. 

7. McKinsey RTS continues to monitor the list of parties on the Interested 

Parties List against its own client records. On this basis we disclose the following: in addition to 

the disclosures set forth in the Original Declaration: (a) members of the McKinsey RTS Team 

currently serve or in the past three years have served one Major Customer and one Major 

Competitor but in each case, such support did not relate to coal and was unrelated to the Debtors 

and these chapter 11 cases; (b) A member of the McKinsey RTS Team currently serves or in the 

past three years has served a portfolio company of one Insurer, Insurance Broker and Third-Party 

Administrator, a portfolio company of one Major Unsecured Noteholder, a portfolio company of 

one Revolving Facility Lender, and a portfolio company of one Secured Term Loan Lender, or 

affiliates thereof, but in each case on matters unrelated to the Debtors and these chapter 11 cases; 

(c) A member of the McKinsey RTS Team was previously employed, in the past three years, by 

one of the Other Major Suppliers of Goods and Services, but on matters unrelated to the Debtors 

and these chapter 11 cases; (d) A member of the McKinsey RTS Team served, through a past 

employer in the past three years, three Revolving Facility Lenders or their affiliates, three 

Secured Term Loan Lenders, three Depository & Disbursement Banks, and an affiliate of a 

Major Equity Holder, but on matters unrelated to the Debtors and these chapter 11 cases; and (e) 

members of an affiliate of McKinsey RTS that is supporting the Debtors serve or have served in 

the past three years four Major Competitors, two Major Customers of the Debtors, and one of the 

Parties to a Joint Venture with the Debtors on the Interested Parties List and one member of 

such affiliate, within the last three years, was employed by one Major Competitor on the 

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NYI-524621210v2 -4- 

Interested Parties List, but in each case on matters unrelated to the Debtors and these chapter 11 

cases. 

8. McKinsey RTS reserves the right to further supplement its declarations in 

the event it becomes aware of any relationship or other information that requires disclosure. 

 Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true 

and correct. 

Dated: November 9, 2015

 Chicago, Illinois 

 /s/ Kevin Carmody 

 Kevin Carmody 

Practice Leader 

 McKinsey Recovery & 

 Transformation Services U.S., LLC 

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Exhibit A 

Amendment to Engagement Letter 

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