Exhibit



Exhibit 10.8



PERMITTING AND RECLAMATION PLAN SETTLEMENT 
AGREEMENT FOR THE COMMONWEALTH OF KENTUCKY
THIS AGREEMENT (as it may be amended or modified from time to time, this “Settlement Agreement”) is made and entered into as of July 12, 2016, by and among Alpha Natural Resources, Inc. (“ANR”), on behalf of itself and its debtor-affiliates (collectively with ANR, the “Debtors” or, when used in reference to such Debtors on or after the Effective Date (as defined herein), the “Reorganized Debtors”), Contura Energy, Inc. (the “Purchaser”) and the Kentucky Energy and Environment Cabinet, Department for Natural Resources (the “Department” and, collectively with the Debtors and the Purchaser, the “Parties”).
WHEREAS, on August 3, 2015 (the “Petition Date”), the Debtors each filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Court”), which cases are being jointly administered under case number 15-33896 (KRH) (collectively, the “Chapter 11 Cases”);
WHEREAS, on May 25, 2016, the Debtors filed the Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession in the Chapter 11 Cases (as it may be modified, supplemented or amended, the “Plan”), the solicitation version of which is attached as Exhibit A to the Notice of Filing of Solicitation Versions of (A) Second Amended Joint Plan of Reorganization and (B) Related Second Amended Disclosure Statement (Docket No. 2594);
WHEREAS, the Department has issued certain permits to the Debtors (collectively, the “Kentucky Permits”) in connection with the Debtors’ operation and reclamation of certain mines and facilities (collectively, the “Mining Complexes”) within the Commonwealth of Kentucky (the “Commonwealth”);
WHEREAS, the Debtors are in general compliance with, and are continuing to perform their ongoing reclamation obligations in accordance with, the Surface Mining Control and Reclamation Act of 1977, as amended, 30 U.S.C. §§ 1201, et seq. (“SMCRA”), its state analogues and other applicable mining and environmental related statutes and regulations (collectively with SMCRA, the “Mining Laws”);
WHEREAS, the Debtors are parties to a transaction (the “Sale Transaction”) pursuant to that certain Asset Purchase Agreement (including all schedules and exhibits associated therewith), with the Purchaser and attached as Exhibit I.A.250 to the Plan to be entered into on or prior to the Effective Date (as it may be modified, supplemented or amended, the “APA”) providing for (a) the sale of certain of the Debtors’ assets (collectively, the “Purchased Assets”) to the Purchaser, (b) the assumption of certain of the Debtors’ liabilities by the Purchaser and (c) the transfer to the Purchaser of certain permits (collectively, the “Transferred Permits”) and (d) certain transactions necessary to effectuate the foregoing;




    







WHEREAS, the Debtors intend that the Reorganized Debtors will retain substantially all of the Debtors’ coal mining assets that are not sold pursuant to the Sale Transaction (collectively, the “Retained Assets”);
WHEREAS, all of the Debtors’ coal mining assets in the Commonwealth are Retained Assets, and none of the Kentucky Permits are Transferred Permits;
WHEREAS, the primary purpose of the Reorganized Debtors will be to hold the permits associated with the Retained Assets, including the Kentucky Permits, that have mining operations: (a) with only reclamation activities to be completed (collectively, the “Reclaim-Only Sites”), and to manage the reclamation activities at the Reclaim-Only Sites; and (b) where coal currently is being mined and is expected to be mined in the future (collectively, the “Active Sites” and, together with the Reclaim-Only Sites, the “Mining Sites”), and to manage and/or operate the Active Sites;
WHEREAS, attached hereto as Exhibit 1 is a schedule identifying each of the Kentucky Permits and categorizing each of them as an Active Site or a Reclaim-Only Site;
WHEREAS, the Parties desire to enter into this Settlement Agreement to define the terms and framework for accomplishing mine land reclamation and associated environmental restoration in the Commonwealth in accordance with the Mining Laws on Mining Complexes operated under Kentucky Permits previously issued to ANR and its subsidiaries;
WHEREAS, the terms of this Settlement Agreement are incorporated into the Plan, and the Parties intend that this Settlement Agreement shall be subject to approval by the Bankruptcy Court in connection with confirmation of the Plan;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the Parties hereto agree as follows:
1.    Definitions. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Plan. In addition to the terms defined elsewhere in this Settlement Agreement, the terms below have the following meanings herein:
(a)    “Affiliate” means “affiliate,” as such term is defined in section 101(2) of the Bankruptcy Code.
(b)    “Applicant/Violator System” means the nationwide database maintained by OSMRE of mine applicants, permittees, operators, application and permit records, as well as unabated or uncorrected environmental violations pursuant to SMCRA or (ii) the analogous database maintained by the Department pursuant to the Kentucky Surface Coal Mining Act.


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(c)    “Effective Date” means the date upon which the Plan shall become effective in accordance with its terms.
(d)    “Event of Default” has the meaning ascribed to it in Section ‎9(a) hereof.
(e)    “First Lien Lenders” has the meaning given such term in the Plan.
(f)    “Free Cash Flow” means cash generated by the Reorganized Debtors in an amount equal to earnings before taxes, multiplied by an amount equal to one minus the tax rate applicable to the Reorganized Debtors, plus an add-back of all depreciation and amortization expenses, plus or minus, as applicable, any decrease or increase to the Reorganized Debtors’ net working capital, minus capital expenditures, measured for any Quarterly Period.
(g)    “Fully Reclaim,” “Fully Reclaimed” or “Full Reclamation” means, as to any or all Kentucky Permits, completion of reclamation as provided for under applicable Mining Laws.
(h)    “Material Asset Sale” means a sale, in any single or related transaction, of Reorganized ANR assets, other than sales of coal in the ordinary course of business, generating $100,000 or more in net cash proceeds.
(i)    “OSMRE” means the United States Department of the Interior, Office of Surface Mining, Reclamation and Enforcement.
(j)    “Performance Bond” means a performance bond issued in accordance with 405 Ky. Admin. Regs. 10:015.
(k)    “Quarterly Period” means a full calendar-year quarter ending each March 31, June 30, September 30 and December 31; provided, however, that the first Quarterly Period after the Effective Date shall be deemed to run from the Effective Date through September 30.
(l)    “Reclamation Agreement” means, individually and collectively, the Global Reclamation Agreement and any Site Reclamation Agreement, as defined in Section ‎5(b) hereof.
(m)    “Reclamation Funding Agreement” means the agreement, substantially in the form attached hereto as Exhibit 2, by and among the Debtors, for and on behalf of themselves and the Reorganized Debtors, the Purchaser and the appropriate regulatory agencies of each of the States of Illinois, Tennessee (as administered by OSMRE) and West Virginia and the Commonwealths of Kentucky and Virginia.
(n)    “Restricted Cash Accounts” means, collectively, the Restricted Cash Reclamation Account and the Water Treatment Restricted Cash Account.


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(o)    “Restricted Cash Reclamation Account” means an interest bearing segregated deposit account in which the Department shall hold a first priority security interest, perfected by “control” under the Kentucky Uniform Commercial Code into which funds are deposited pursuant to Sections ‎2, ‎4 and ‎5 of the Reclamation Funding Agreement. For the avoidance of doubt, the Reorganized Debtors may invest funds in the Restricted Cash Reclamation Account in overnight securities consistent with their cash management policy.
(p)    “Retained Bonds” means any reclamation bonds associated with the Kentucky Permits, as existing on the date hereof.
(q)    “Surety Bond” means a surety bond issued in accordance with 405 Ky. Admin. Regs. 10:015.
(r)    “Third Party Beneficiaries” means the First Lien Lenders, their officers, directors, employees and advisors, and each of their Affiliates, successors and assigns.
(s)    “Water Treatment Restricted Cash Account” has the meaning ascribed to it in the Reclamation Funding Agreement and in which the Department shall hold a first priority security interest, perfected by “control” under the Kentucky Uniform Commercial Code. For the avoidance of doubt, the Reorganized Debtors may invest funds in the Water Treatment Restricted Cash Account in overnight securities consistent with their cash management policy.
2.    Operation of Mining Sites. Subject to the issuance of further orders of the Department, the Department agrees that the Reorganized Debtors may continue to mine coal, or commence coal mining operations, as applicable, at the Active Sites in the Commonwealth, subject to the provision of Surety Bonds with respect to each such Active Site.
3.    Provision of Bonding and Other Financial Assurance.
(a)    Continuation of Existing Bonds. All Retained Bonds shall remain in place or shall be replaced with Surety Bonds or other financial assurance reasonably acceptable to the Department of an identical amount.
(b)    Posting of Bonds for Active Sites. The Reorganized Debtors shall post with the Department Surety Bonds or other acceptable form of Performance Bond for all Active Sites in the amount determined in accordance with applicable state law and rules during mid-term reviews or renewals of the Kentucky Permits.
(c)    Bond Adjustments. The Parties understand that the Department will continue mid-term reviews and assessments of the Kentucky Permits that may result in the adjustment of the required bond amounts for the Kentucky Permits and that the Reorganized Debtors’ ability to post additional Performance 


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Bonds may be limited from time to time. In such circumstances, the Reorganized Debtors and the Department will negotiate a reasonable schedule for the posting of such additional Performance Bonds.
4.    Establishment and Funding of the Restricted Cash Accounts.
(a)    On or prior to the Effective Date, the Debtors or the Reorganized Debtors shall establish the Restricted Cash Accounts in accordance with the terms of this Settlement Agreement and the Reclamation Funding Agreement and shall execute and deliver to the Department a deposit account control agreement in form and substance reasonably acceptable to the Department with respect to the establishment and use of the Restricted Cash Accounts.
(b)    The Reorganized Debtors shall fund the Restricted Cash Accounts as follows:
(i)    The Reorganized Debtors shall deposit into the Restricted Cash Accounts all funds required to be paid or deposited to the Commonwealth in accordance with the Reclamation Funding Agreement.
(ii)    Except as may otherwise be agreed to by the Department and the Reorganized Debtors, the Reorganized Debtors shall deposit into the Restricted Cash Reclamation Account: (1) 50% of the net cash proceeds of any Material Asset Sale of any Retained Asset or group of Retained Assets located in the Commonwealth with respect to which Material Asset Sale the net cash proceeds are $500,000 or more; and (2) 25% of the net cash proceeds of any Material Asset Sale of any Retained Asset or group of Retained Assets located in the Commonwealth with respect to which Material Asset Sale the net cash proceeds are at least $100,000 but less than $500,000.
(iii)    Any collateral returned to or received by the Reorganized Debtors by, from or with respect to any issuer of any Surety Bond(s) issued in the Commonwealth shall be deposited in the Restricted Cash Reclamation Account.
(c)    All funds deposited into the Restricted Cash Accounts may be used solely to fund reclamation, mitigation and water treatment and management obligations in the Commonwealth in accordance with the terms of this Settlement Agreement and, with respect to funds in the Water Treatment Restricted Cash Account, the Reclamation Funding Agreement.
(d)    The Department shall have the right to audit the Restricted Cash Accounts at any time and from time to time, in each case upon reasonable notice to the Reorganized Debtors.


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5.    Kentucky Reclamation Compliance.
(a)    Obligation to Complete Reclamation.
(i)    The Reorganized Debtors hereby acknowledge their obligations to Fully Reclaim all of their permitted Mining Sites in accordance with the Kentucky Permits and all applicable state and federal laws, without any limitation relating to the amounts included in or required to be deposited or paid into the Restricted Cash Reclamation Account or the amount of any of the Performance Bonds issued pursuant to or in accordance with this Settlement Agreement.
(ii)    Reclamation of all Reclaim-Only Sites shall be complete or current by the tenth anniversary of the Effective Date.
(b)    Reclamation Agreements.
(i)    Within 90 days after the Effective Date, the Reorganized Debtors and the Department shall enter into a “Global Reclamation Agreement” pursuant to which, among other things, the parties thereto shall establish: (1) a schedule of priority for reclamation, mitigation and water treatment and management; and (2) a detailed reclamation and water treatment schedule with respect to all of the Reorganized Debtors’ Reclaim-Only Sites.
(ii)    To the extent necessary or appropriate, the Reorganized Debtors and the Department shall negotiate in good faith and use reasonable best efforts to enter into site-specific reclamation agreements (collectively, the “Site Reclamation Agreements”) with respect to any Reclaim-Only Site, subject to the Department’s permit modification procedures, as and to the extent required or appropriate.
(c)    Use of Funds in Restricted Cash Accounts.
(i)    Subject to the terms and provisions of this Settlement Agreement and, with respect to funds in the Water Treatment Restricted Cash Account, the Reclamation Funding Agreement and unless and until the Department delivers a notice pursuant to Section ‎9(c)(ii) hereof, the Reorganized Debtors may use funds contributed to the Restricted Cash Accounts in the performance of their obligations to complete reclamation, mitigation (to the extent required under Kentucky Permits issued by the Department) and water treatment and management only within the Commonwealth and only in accordance with the Kentucky Permits and any applicable Reclamation Agreements; provided, however, that such funds in the Restricted Cash Accounts shall be used first to reclaim, mitigate and treat and manage water at Reclaim-Only Sites until all such 


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Mining Sites have been Fully Reclaimed and then at any other Mining Sites; and provided, further, that the Reorganized Debtors may use funds in the Restricted Cash Accounts for mitigation under section 404 of the Clean Water Act only if agreed to by the Department.
(ii)    Upon the Department’s delivery of a notice pursuant to Section ‎9(c)(ii) hereof, the Reorganized Debtors’ right to use funds in the Restricted Cash Accounts shall immediately cease without further action on the part of the Department, the funds then contained in the Restricted Cash Accounts shall be deemed to constitute a cash bond (as provided for under 405 Ky. Admin. Regs. 10:015) with respect to the Reorganized Debtors’ performance of their obligations to reclaim and manage and treat water at their Reclaim-Only Sites, and the Department shall be entitled to execute upon its collateral pledge of any amounts held in or payable into the Restricted Cash Accounts in accordance with Section ‎9(c)(iii) hereof.
(iii)    Upon written confirmation from the Department confirming the Full Reclamation of the Kentucky Permits and the release of the associated bonds, any remaining funds in the Restricted Cash Accounts shall be delivered to the Reorganized Debtors.
(d)    Budgeting and Accounting for Reclamation and Water Treatment.
(i)    Within 45 days after the Effective Date, the Reorganized Debtors shall provide to the Department an initial budget, subject to approval by the Department, with respect to any reclamation, mitigation and water treatment and management to be performed using monies in the Restricted Cash Accounts during the period from the Effective Date through December 31, 2016.
(ii)    Within 120 days after the Effective Date, the Reorganized Debtors shall provide to the Department an initial budget, based on the Global Reclamation Agreement, reflecting the Reorganized Debtors’ reasonable best efforts to project estimated expenditures from the Restricted Cash Accounts on account of reclamation, mitigation and water treatment and management expenses at all Reclaim-Only Sites in the Commonwealth through December 31, 2018 (the “Long-Term Budget”).
(iii)    On or before December 1, 2016, the Reorganized Debtors shall provide to the Department a budget (the “Semi-Annual Budget”), subject to approval by the Department, with respect to any reclamation, mitigation and water treatment and management to be performed using monies in the Restricted Cash Accounts during the period from January 1, 2017 through June 30, 2017. The Reorganized Debtors shall revise and update the Semi-Annual Budget for each ensuing six-month period by no later than 30 days prior to the conclusion of the current period (or on such 


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schedule as may otherwise be agreed upon by the Reorganized Debtors and the Department).
(iv)    The Reorganized Debtors shall provide to the Department accountings of its Free Cash Flow and actual-to-budgeted expenditures from the Restricted Cash Accounts within 30 days after the end of each Quarterly Period. Such accountings shall be certified as to their accuracy by a senior officer of the Reorganized Debtors.
(v)    The Reorganized Debtors shall meet with the Department on a quarterly basis: (1) to review reclamation and water treatment progress, the Long-Term Budget and the current Semi-Annual Budget; (2) to provide updates on reclamation and water treatment spending from the Restricted Cash Accounts; and (3) to discuss other matters relevant to their obligations to fund such accounts.
6.    Other Provisions on Bonding and Reclamation.
(a)    Other Permit Revisions, Modifications and Amendments. The Reorganized Debtors may submit applications for revisions, modifications or amendments to the Kentucky Permits as the Reorganized Debtors may determine to be desirable or necessary to amend the terms and conditions of any Kentucky Permit or to facilitate bond reduction, bond release and/or efficient and cost effective completion of reclamation. Any applications for revision, modification or amendment of the Kentucky Permits will be advertised in accordance with applicable regulatory requirements and otherwise comply with applicable regulatory requirements. The Reorganized Debtors and the Department agree to respond to comments received on any such application on a timely basis. The Reorganized Debtors and the Department agree to cooperate and work in good faith with each other such that such Kentucky Permit revisions, modifications or amendments are processed in a timely manner to facilitate the completion of reclamation in a manner consistent with applicable Reclamation Agreements and applicable state and federal law.
(b)    Administrative Fee. The Reorganized Debtors shall pay out of the Restricted Cash Reclamation Account an administrative fee to the Department to provide for the oversight of the budgeting, accounting and settlement implementation activities of the Department in the amount of $30,000 per annum.
(c)    Access to Rejected Leasehold Properties.
(i)    Consistent with the order authorizing, among other things, the rejection of certain unexpired leases (Docket No. 2239) (the “Rejection Order”) and any similar order, the Debtors and the Reorganized Debtors shall work with the lessors under rejected leases to obtain access 


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to the applicable sites to complete reclamation or perform mitigation or water treatment (any such site, a “Rejected Lease Site”).
(ii)    If the Debtors or the Reorganized Debtors are unable to obtain access to any Rejected Lease Site to complete reclamation or perform mitigation or water treatment, the Reorganized Debtors and the Department shall work cooperatively and in good faith to address and remedy the access issue and to develop a mechanism to ensure such access.
(iii)    The failure to obtain access shall not excuse the Debtors or the Reorganized Debtors from complying with their reclamation, mitigation and water treatment obligations under applicable law. The Debtors shall include language in the order confirming the Plan (the “Confirmation Order”) clarifying that paragraph 8 of the Rejection Order and any other similar order does not apply to the Department or interfere in any way with the Department’s enforcement of the Mining Laws against the Debtors, the Reorganized Debtors or any other parties and incorporating any other provisions agreed upon by the Department, the Debtors and the Reorganized Debtors.
(d)    Consent Orders. The Reorganized Debtors and the Department shall negotiate in good faith such consent orders as the Department shall deem necessary or appropriate to embody the terms of the Reclamation Agreements and this Settlement Agreement.
7.    Limitations on Certain Transactions.
(a)    Asset Sales. With respect to all Material Asset Sales of assets involving mining assets located in the Commonwealth or Kentucky Permits, the Reorganized Debtors shall provide reasonable notice of, and consult with the Department regarding, the proposed Material Asset Sale.
(b)    No Dividends. Until the Reorganized Debtors have fulfilled their obligations to bond and fully fund reclamation, mitigation and water management and treatment in accordance with this Settlement Agreement, ANR, Inc., Alpha Natural Resource Holdings, Inc., and any other issuer of equity interests distributed to creditors under the Plan, other than the Purchaser or any of its subsidiaries, shall not make any distributions on account of any of their equity interests; provided, however, that nothing herein shall prohibit the Reorganized Debtors from making payments or otherwise satisfying their obligations pursuant to the Plan with respect to the Reorganized ANR Contingent Revenue Payment.
(c)    For the avoidance of doubt, nothing in Section ‎7(a) hereof shall: (i) limit or interfere with the Department’s exercise of discretion with respect to any required regulatory approval; (i) alter or affect the obligations of the Reorganized 


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Debtors or any of their successors or assigns, as the case may be, to perform or complete reclamation of all of its or their respective permitted sites in accordance with applicable Reclamation Agreements, consent decrees and this Settlement Agreement; or (i) apply to the Sale Transaction.
8.    Releases.
(a)    The Department agrees that, as of the Effective Date:
(i)    (1) The Department shall and does hereby release the Debtors’ shareholders, directors, officers, employees and agents from any claims, violations or conditions arising prior to the Effective Date; and (2) the Department shall not link any of the Debtors’ shareholders, directors, officers, employees or agents to the Applicant/Violator System for any claims, violations or conditions arising prior to the Effective Date. The Parties agree that nothing in the foregoing shall (1) release or affect the liability of any of the Reorganized Debtors or their shareholders, directors, officers, employees, agents or other owners or controllers (as such term is defined in 405 Ky. Admin. Regs. 8:001) for any claims or violations with respect to the Retained Assets and the Kentucky Permits first arising after the Effective Date (whether or not the conditions giving rise to such claims or violations arose prior to or after the Effective Date) (a “Post-Effective Date Violation”); or (2) prevent any of the Reorganized Debtors’ shareholders, directors, officers, employees, agents and other owners and controllers of the Reorganized Debtors from being linked to the Applicant/Violator System on account of any Post-Effective Date Violation; provided, however, that the Department shall not take any action against any of the foregoing parties on account of any Post-Effective Date Violation based solely on a failure to undertake reclamation obligations in a timely manner, where such reclamation obligations are being performed and satisfied in accordance with the terms of applicable Reclamation Agreements, consent decrees or this Settlement Agreement.
(ii)    The Department shall and does hereby release the Purchaser, all of its subsidiaries, the First Lien Lenders, the First Lien Agent, the DIP Lenders, the DIP Agent, any affiliate of any of the foregoing (including any entity that is or becomes an affiliate of the Purchaser as a result of the Sale Transaction) and their respective directors, officers, employees and agents from any claims, violations or conditions (1) arising prior to the Effective Date or (2) with respect to the Kentucky Permits or the Retained Assets, in each case except to the extent that any or all of such entities or people after the Effective Date (x) are directors, officers, employees and agents of the Reorganized Debtors, or otherwise operate or own or control (as such term is defined in 405 Ky. Admin. Regs. 8:001), the Kentucky Permits, Retained Assets, or the 


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Reorganized Debtors after the Effective Date or (y) constitute or become an operator, or own or control (as such term is defined in 405 Ky. Admin. Regs. 8:001) an operator, of the Transferred Permits or any other permit. For the avoidance of doubt, none of the (i) relationships between the Reorganized Debtors and the Purchaser based on the post-Effective Date temporary exchange of administrative and other similar ministerial services and temporary ministerial collaboration between the Reorganized Debtors and the Purchaser, in each case solely to the extent necessary to effectuate the Sale Transaction, (ii) funding obligations of the Purchaser arising under the Reclamation Funding Agreement, and (iii) the consummation of the Sale Transaction, shall be construed to classify or give any right to the Department to classify or assert the Purchaser or its subsidiaries or their respective shareholders, directors, officers, or employees as an owner or controller (as such term is defined in 405 Ky. Admin. Regs. 8:001) of the Reorganized Debtors.
(b)    This Settlement Agreement shall be incorporated by reference into the Confirmation Order. To the extent this Settlement Agreement conflicts or is otherwise inconsistent with the terms of the Plan, the Settlement Agreement shall govern.
9.    Events of Default.
(a)    Each of the following shall constitute an Event of Default under this Settlement Agreement:
(i)    The failure of the Purchaser to timely make any payment in accordance with the Reclamation Funding Agreement within ten days after it is due in accordance with the terms of this Settlement Agreement;
(ii)    The failure of the Reorganized Debtors to timely contribute any amounts required to be contributed to the Restricted Cash Accounts in accordance with the Reclamation Funding Agreement within ten days after the contribution is due in accordance with the terms of this Settlement Agreement;
(iii)    The failure of the Reorganized Debtors to timely comply with their obligations in accordance with any Reclamation Agreement or any consent order with the Department;
(iv)    The Reorganized Debtors’ actual expenditures from the Restricted Cash Accounts exceed their budgeted expenditures by the greater of 20% or $250,000 in the aggregate for any Quarterly Period; and


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(v)    The Reorganized Debtors file a voluntary petition for relief under the Bankruptcy Code, or an involuntary petition is filed against the Reorganized Debtors that is not dismissed within 60 days.
(b)    If an Event of Default occurs, the Department may provide notice to the Reorganized Debtors and the Purchaser of such Event of Default (the “Notice of Default”). For any Event of Default arising pursuant to Section ‎9(a)(iii) hereof, the Reorganized Debtors shall have until the date that is ten days from the date of their receipt of the Notice of Default (the “Cure Deadline”) to provide the Department with a plan to cure such Event of Default and commence activities pursuant to such plan.
(c)    Upon the occurrence of an Event of Default and, with respect to any Event of Default arising pursuant to Section ‎9(a)(iii) hereof, its continuation until after the Cure Deadline, the Department may:
(i)    terminate this Settlement Agreement;
(ii)    deliver a notice of termination of the right to use cash in the Restricted Cash Accounts and require that such funds be delivered to the Department;
(iii)    draw down on any letter of credit or other collateral posted pursuant to this Settlement Agreement, including without limitation any funds in the Restricted Cash Accounts;
(iv)    revoke any or all of the Reorganized Debtors’ permits in the Commonwealth, including the Kentucky Permits and forfeit the amount of any bonds therefor; and/or
(v)    take any other regulatory or enforcement action permitted by law.
(d)    The Department shall not be required upon the occurrence of an Event of Default to take any or all of the foregoing actions, and its failure to do so at any time shall not constitute a waiver on the part of the Department of any right to take any action upon the occurrence of any Event of Default.
(e)    The termination of this Settlement Agreement shall have no effect on the obligations of the Reorganized Debtors hereunder, the obligations of the Reorganized Debtors or the Purchaser under the Reclamation Funding Agreement, the obligations of the Reorganized Debtors to Fully Reclaim all of their permitted Mining Sites in accordance with the Kentucky Permits and all applicable state and federal laws and otherwise comply with applicable state and federal laws, or any of the releases granted under this Settlement Agreement.


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(f)    Without limiting any other provision of this Settlement Agreement, nothing in this Section ‎9 shall be deemed or construed to limit or otherwise affect the authority or ability of the Department to issue notices of violation or cessation orders, revoke any permit, forfeit any bond or take any other regulatory action against the Reorganized Debtors, the Purchaser or any other person or entity or in respect of any permits or mining sites in the Commonwealth, whether before, during or after the occurrence of an Event of Default or in the absence of an Event of Default.
(g)    An Event of Default by the Reorganized Debtors of the type described in Section ‎9(a)(ii) through ‎(v) shall not be construed to require the Purchaser to cure such defaults or otherwise make the Purchaser liable for such defaults. Similarly, an Event of Default by the Purchaser of the type described in Sections ‎9(a)(i) hereof shall not be construed to require the Reorganized Debtors to cure such default or otherwise make the Reorganized Debtors liable for such default.
10.    Conditions to Effectiveness. The following shall be conditions to the effectiveness of this Settlement Agreement:
(a)    This Settlement Agreement, the Reclamation Funding Agreement and the Water Treatment Stipulation shall have been approved by the Bankruptcy Court pursuant to the order confirming the Plan;
(b)    The Plan, as it may be amended consistent with the terms of this Settlement Agreement, shall be confirmed on or before July 15, 2016;
(c)    The Confirmation Order shall include customary carve-outs from the release, discharge, injunction, exculpation and similar provisions of the Plan and Confirmation Order for governmental units; provided, however, that such carve-outs shall not limit any releases provided under this Settlement Agreement;
(d)    The Effective Date shall occur on or before July 31, 2016;
(e)    There shall be no material adverse changes to the terms of the settlements by and among the Debtors, the First Lien Lenders, the Second Lien Lenders and the Creditors’ Committee, as filed with the Bankruptcy Court prior to May 25, 2016;
(f)    There shall be no material adverse changes to the terms of the solicitation version of the Plan filed on June 2, 2016; and
(g)    There shall be no material adverse changes to the business plan and projections of the Purchaser or the Reorganized Debtors filed with the Bankruptcy Court prior to May 25, 2016 or the business or operations of the Purchaser or the Reorganized Debtors, taken as a whole.


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11.    Settlement Agreement and the Plan. In the event of a conflict between the terms of this Settlement Agreement and the Plan with respect to the terms hereof, this Settlement Agreement shall control.
12.    Covenants, Cooperation and Good Faith Efforts.
(a)    Reclamation Agreements, Plans and Budgets. The Reorganized Debtors and the Department agree to cooperate and work in good faith with each other to negotiate Reclamation Agreements with respect to the Kentucky Permits and develop the Long-Term Budget and the Semi-Annual Budgets for the Kentucky Permits such that reclamation, mitigation and water treatment work is sequenced and otherwise conducted in a manner that (a) protects the public health and safety, (b) complies with state and federal law and (c) properly manages the available financial resources to help ensure the cost-effective and timely completion of Full Reclamation and the release of all bonds associated with the Kentucky Permits.
(b)    Use of Resources. The Reorganized Debtors and the Department agree to work in good faith with each other to ensure that the reclamation, mitigation and water treatment work with respect to the Kentucky Permits is sequenced and otherwise conducted in a manner that maximizes the reclamation work that can be completed with the resources available.
(c)    Timely Reclamation. If the Reorganized Debtors are performing the reclamation, mitigation and water treatment obligations under the Kentucky Permits in accordance with their time frames and provisions or any applicable Reclamation Agreements or consent orders, the Department shall take no action to forfeit the reclamation bonds relating to the Kentucky Permits or issue any notice of noncompliance or cessation order based solely on a failure to undertake reclamation in a timely manner. For the avoidance of doubt, nothing herein affects the rights of the Department to take all enforcement actions consistent with applicable Commonwealth and federal law on any Kentucky Permits for any other violation.
13.    Incidental Permit Transfers and Phased Bond Releases.
(a)    Permit Transfers Incident to Restructuring Transactions. The Plan contemplates that the Debtors will modify the corporate form of certain of the Debtors and establish one or more new ultimate parent entities of the Debtors (collectively, the “Restructuring Transactions”). To the extent the Restructuring Transactions may, as a technical matter, require updates or modifications of any of the Kentucky Permits that constitute permit transfers under applicable law, the Reorganized Debtors and the Department agree to cooperate and work in good faith with each other to effectuate such updates, modifications or transfers upon the Reorganized Debtors’ applications therefor.


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(b)    Phased Bond Releases. Upon submittal of appropriate replacement bonds to the Department, any corresponding reclamation bonds originally issued to the Debtors with respect to affected Kentucky Permits will be released in accordance with the standard permit procedures under applicable Commonwealth and federal law.
14.    Third Party Beneficiaries. The Parties acknowledge and agree that the Third Party Beneficiaries are intended to be and hereby are acknowledged to be the sole third party beneficiaries of this Settlement Agreement. The Parties acknowledge and agree that the Third Party Beneficiaries have no duty of performance under this Settlement Agreement to any Party. Notwithstanding anything to the contrary herein, subject to the occurrence of the Effective Date, all of the provisions of this Settlement Agreement expressly or impliedly inuring to the benefit of the Third Party Beneficiaries shall survive the expiration, termination or the supersession of this Settlement Agreement, in each case for any reason, and shall remain fully effective for the benefit of the Third Party Beneficiaries and fully enforceable by the Third Party Beneficiaries against each Party notwithstanding such expiration, termination or superseding cause.
The Parties acknowledge and agree that, except as explicitly set forth in this Section, nothing in this Settlement Agreement is intended to benefit or create any right or cause of action in, or on behalf of, any person other than the Parties hereto (and their affiliated persons and entities who are intended to be beneficiaries of the releases and settlements set forth herein).
15.    Successors and Assigns. The provisions of this Settlement Agreement shall be binding on the Parties and their successors and assigns, including any trustee appointed under the Bankruptcy Code and shall inure to the benefit of the Parties and their successors and assigns.
16.    Entire Agreement. This Settlement Agreement, together with all documents and other agreements referenced herein, constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof, and there are no representations, understandings, or agreements relative hereto which are not fully expressed herein or therein.
17.    Governing Law. This Settlement Agreement shall be governed by and construed under the laws of the Commonwealth without regard for the conflict of laws provisions thereof.
18.    Authority and Validity. Each Party otherwise represents, warrants and acknowledges, as of the Effective Date and, in the case of the Debtors, subject to approval by the Bankruptcy Court, that: (a) it has all the requisite authority (i) to execute and deliver this Settlement Agreement and the other documents and instruments contemplated hereby, to which it is contemplated to be a party, (i) to perform its obligations under this Settlement Agreement and the other documents and instruments contemplated hereby to which it is contemplated to be a party and (i) to consummate the 


15
    







transactions contemplated herein and therein; (a) such Party’s execution and delivery of, and performance under, this Settlement Agreement and the other documents and instruments contemplated hereby to which it is contemplated to be a party and the consummation of the transactions contemplated herein and therein have been duly authorized by all necessary action, and no other action or proceeding is necessary to authorize and approve this Settlement Agreement or the other documents and instruments contemplated hereby to which it is contemplated to be a party or any of the transactions contemplated herein or therein; (a) this Settlement Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding agreement by it, enforceable against it in accordance with the terms of this Settlement Agreement; and (a) the execution, delivery and performance by such Party (when such performance is due) of this Settlement Agreement does not and shall not (i) violate any provision of law, rule or regulation applicable to it or (i) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party.
19.    No Reliance. Each Party represents and warrants that in entering into this Settlement Agreement it is relying on its own judgment, belief and knowledge and, as applicable, on that of any attorney it has retained to represent it in this matter. In entering into this Settlement Agreement, no Party is relying on any representation or statement made by any other Party or any person representing such other Party.
20.    Modification or Amendment. This Settlement Agreement may be modified or amended only by written agreement executed by each of the Parties and, with regards to any provision impacting the First Lien Lenders or the First Lien Agent, the written consent of the First Lien Lenders or the First Lien Agent, as applicable.
21.    Further Assurances. From and after the Effective Date, each of the Parties agrees to use their respective commercially reasonable efforts to execute or cause to be executed and deliver or cause to be delivered all such agreements, instruments and documents and take or cause to be taken all such further actions as may reasonably be necessary from time to time to carry out the intent and purpose of this Settlement Agreement and to consummate the transactions contemplated hereby and thereby.
22.    Construction. This Settlement Agreement has been drafted through a cooperative effort of all Parties, and none of the Parties shall be considered the drafter of this Settlement Agreement so as to give rise to any presumption of convention regarding construction of this document. All terms of this Settlement Agreement were negotiated at arms’-length, and this Settlement Agreement was prepared and executed without fraud, duress, undue influence or coercion of any kind exerted by any of the Parties upon the other. In the event of any inconsistency between the terms of this Settlement Agreement and the Plan, the terms of this Settlement Agreement shall govern.
23.    Headings. Titles and headings in this Settlement Agreement are inserted for convenience of reference only and are not intended to affect the interpretation or construction of the Settlement Agreement.


16
    







24.    Execution in Counterpart. This Settlement Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. All signatures of the Parties to this Settlement Agreement may be transmitted by facsimile or by electronic mail, and such transmission will, for all purposes, be deemed to be the original signature of such party whose signature it reproduces and will be binding upon such party.
25.    Severability. If any provision of this Settlement Agreement is determined to be prohibited or unenforceable, then such provision shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.
(Remainder of Page Intentionally Blank; Signatures to Follow)






17
    








IN WITNESS WHEREOF, the Parties hereto have executed this Settlement Agreement as of the date set forth above.
	
					
	ALPHA NATURAL RESOURCES, INC., on behalf of itself and its debtor-affiliates
	 
	KENTUCKY ENERGY AND ENVIRONMENT CABINET, DEPARTMENT FOR NATURAL RESOURCES

	By:
	 
	 
	By:
	 

	 
	Name:   
	 
	 
	Name:   

	 
	Title:   
	 
	 
	Title:   








	
					
	CONTURA ENERGY, INC.
	 
	 

	By:
	 
	 
	 
	 

	 
	Name:   
	 
	 
	 

	 
	Title:   
	 
	 
	 












    








Exhibit 1     
 
[Schedule of Kentucky Permits]








    








SCHEDULE OF KENTUCKY PERMITS
	
					
	COMPLEX
	PERMIT NUMBER
	PERMITTEE
	COUNTY
	STATUS

	Roxana
	8605285
	ENTERPRISE MINING COMPANY, LLC
	Knott
	Active

	Roxana
	8677024
	ENTERPRISE MINING COMPANY, LLC
	Letcher
	Active

	Roxana
	8678051
	ENTERPRISE MINING COMPANY, LLC
	Letcher
	Active

	Roxana
	8678052
	ENTERPRISE MINING COMPANY, LLC
	Letcher
	Active

	Sidney
	8985168
	SIDNEY COAL COMPANY, INC.
	Pike
	Active

	Sidney
	8985818
	SIDNEY COAL COMPANY, INC.
	Pike
	Active

	Sidney
	8988106
	SIDNEY COAL COMPANY, INC.
	Pike
	Active

	Sidney
	8989157
	SIDNEY COAL COMPANY, INC.
	Pike
	Active

	Coalgood
	8480322
	HARLAN RECLAMATION SERVICES LLC
	Harlan
	Reclaim-Only

	Coalgood
	8480324
	HARLAN RECLAMATION SERVICES LLC
	Harlan
	Reclaim-Only

	Coalgood
	8480325
	HARLAN RECLAMATION SERVICES LLC
	Harlan
	Reclaim-Only

	Coalgood
	8485533
	HARLAN RECLAMATION SERVICES LLC
	Harlan
	Reclaim-Only

	Coalgood
	8487037
	HARLAN RECLAMATION SERVICES LLC
	Harlan
	Reclaim-Only

	Coalgood
	8487038
	HARLAN RECLAMATION SERVICES LLC
	Harlan
	Reclaim-Only

	Coalgood
	8487039
	HARLAN RECLAMATION SERVICES LLC
	Harlan
	Reclaim-Only

	Coalgood
	8488083
	HARLAN RECLAMATION SERVICES LLC
	Harlan
	Reclaim-Only

	Coalgood
	8488084
	HARLAN RECLAMATION SERVICES LLC
	Harlan
	Reclaim-Only

	Coalgood
	8489031
	HARLAN RECLAMATION SERVICES LLC
	Harlan
	Reclaim-Only

	Coalgood
	8489032
	HARLAN RECLAMATION SERVICES LLC
	Harlan
	Reclaim-Only

	Martin County
	6805012
	MARTIN COUNTY COAL CORPORATION
	Martin
	Reclaim-Only

	Martin County
	8800014
	MARTIN COUNTY COAL CORPORATION
	Martin
	Reclaim-Only

	Martin County
	8800062
	MARTIN COUNTY COAL CORPORATION
	Martin
	Reclaim-Only

	Martin County
	8800207
	MARTIN COUNTY COAL CORPORATION
	Martin
	Reclaim-Only

	Martin County
	8805179
	MARTIN COUNTY COAL CORPORATION
	Martin
	Reclaim-Only

	Martin County
	8805182
	MARTIN COUNTY COAL CORPORATION
	Martin
	Reclaim-Only

	Martin County
	8805188
	PETER CAVE MINING COMPANY
	Martin
	Reclaim-Only

	Martin County
	8805189
	PETER CAVE MINING COMPANY
	Martin
	Reclaim-Only

	Martin County
	8805190
	PETER CAVE MINING COMPANY
	Martin
	Reclaim-Only

	Martin County
	8807000
	MARTIN COUNTY COAL CORPORATION
	Martin
	Reclaim-Only

	Martin County
	8807002
	MARTIN COUNTY COAL CORPORATION
	Martin
	Reclaim-Only

	Martin County
	8808008
	PETER CAVE MINING COMPANY
	Martin
	Reclaim-Only

	Martin County
	8808015
	MARTIN COUNTY COAL CORPORATION
	Martin
	Reclaim-Only

	Martin County
	8808016
	MARTIN COUNTY COAL CORPORATION
	Martin
	Reclaim-Only

	Martin County
	8808017
	PETER CAVE MINING COMPANY
	Martin
	Reclaim-Only

	Roxana
	8675269
	ENTERPRISE MINING COMPANY, LLC
	Letcher
	Reclaim-Only

	Sidney
	2985329
	ISLAND CREEK COAL COMPANY
	Pike
	Reclaim-Only

	Sidney
	2985332
	ISLAND CREEK COAL COMPANY
	Pike
	Reclaim-Only

	Sidney
	8365601
	BELFRY COAL CORPORATION
	Floyd
	Reclaim-Only

	Sidney
	8585079
	BELFRY COAL CORPORATION
	Johnson
	Reclaim-Only

	Sidney
	8980573
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8984146
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8984399
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8984400
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8984424
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only






1
    







	
					
	COMPLEX
	PERMIT NUMBER
	PERMITTEE
	COUNTY
	STATUS

	Sidney
	8984430
	ROAD FORK DEVELOPMENT COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8985167
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8985736
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8985742
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8985977
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8985986
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8987025
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8987094
	ROAD FORK DEVELOPMENT COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8988168
	LONG FORK COAL COMPANY
	Pike
	Reclaim-Only

	Sidney
	8988170
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8989156
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8989159
	LONG FORK COAL COMPANY
	Pike
	Reclaim-Only

	Coalgood
	8485532
	HARLAN RECLAMATION SERVICES LLC
	Harlan County
	Reclaim-Only

	Coalgood
	8485535
	HARLAN RECLAMATION SERVICES LLC
	Harlan
	Reclaim-Only

	Martin County
	8805187
	MARTIN COUNTY COAL CORPORATION
	Martin
	Reclaim-Only

	Roxana
	8675272
	ENTERPRISE MINING COMPANY, LLC
	Letcher
	Reclaim-Only

	Roxana
	8675279
	ENTERPRISE MINING COMPANY, LLC
	Letcher
	Reclaim-Only

	Roxana
	8675280
	ENTERPRISE MINING COMPANY, LLC
	Letcher
	Reclaim-Only

	Roxana
	8675282
	ENTERPRISE MINING COMPANY, LLC
	Letcher
	Reclaim-Only

	Sidney
	8984029
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8984194
	SIDNEY COAL COMPANY, INC.
	Martin & Pike
	Reclaim-Only

	Sidney
	8984431
	ROAD FORK DEVELOPMENT COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8984433
	ROAD FORK DEVELOPMENT COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8984434
	ROAD FORK DEVELOPMENT COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8984435
	ROAD FORK DEVELOPMENT COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8984436
	ROAD FORK DEVELOPMENT COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8984496
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8985739
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Martin County
	8805175
	MARTIN COUNTY COAL CORPORATION
	Martin
	Reclaim-Only

	Martin County
	8805186
	MARTIN COUNTY COAL CORPORATION
	Martin
	Reclaim-Only

	Sidney
	8980835
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8980932
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8984095
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8987082
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Coalgood
	8485536
	HARLAN RECLAMATION SERVICES LLC
	Harlan
	Reclaim-Only

	Martin County
	8800215
	MARTIN COUNTY COAL CORPORATION
	Martin
	Reclaim-Only

	Martin County
	8805147
	MARTIN COUNTY COAL CORPORATION
	Martin
	Reclaim-Only

	Martin County
	8805180
	MARTIN COUNTY COAL CORPORATION
	Martin
	Reclaim-Only

	Martin County
	8807001
	MARTIN COUNTY COAL CORPORATION
	Martin
	Reclaim-Only

	Martin County
	8808010
	MARTIN COUNTY COAL CORPORATION
	Martin
	Reclaim-Only

	Rawl
	8984439
	NEW RIDGE MINING COMPANY
	Pike
	Reclaim-Only

	Roxana
	8675268
	ENTERPRISE MINING COMPANY, LLC
	Letcher
	Reclaim-Only






2
    







	
					
	COMPLEX
	PERMIT NUMBER
	PERMITTEE
	COUNTY
	STATUS

	Roxana
	8675278
	ENTERPRISE MINING COMPANY, LLC
	Letcher
	Reclaim-Only

	Roxana
	8675283
	ENTERPRISE MINING COMPANY, LLC
	Letcher
	Reclaim-Only

	Sidney
	4985319
	ISLAND CREEK COAL COMPANY
	Pike
	Reclaim-Only

	Sidney
	6985333
	ISLAND CREEK COAL COMPANY
	Pike
	Reclaim-Only

	Sidney
	8980639
	ROAD FORK DEVELOPMENT COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8980914
	ROAD FORK DEVELOPMENT COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8980915
	ROAD FORK DEVELOPMENT COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8980947
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8984223
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8984418
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8984432
	ROAD FORK DEVELOPMENT COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8984437
	LONG FORK COAL COMPANY
	Pike
	Reclaim-Only

	Sidney
	8985579
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8985646
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8985647
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8985649
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8985735
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8985745
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8985746
	SIDNEY COAL COMPANY, INC.
	Pike
	Reclaim-Only

	Sidney
	8985751
	SIDNEY COAL COMPANY, INC.
	Sidney
	Reclaim-Only

	Sidney
	8989160
	NEW RIDGE MINING COMPANY
	Pike
	Reclaim-Only










3
    








Exhibit 2 

[Reclamation Funding Agreement]








    








RECLAMATION FUNDING AGREEMENT
THIS AGREEMENT (as it may be amended or modified from time to time, this “Reclamation Funding Agreement”) is made and entered into as of July 12, 2016, by and among: Alpha Natural Resources, Inc. (“ANR”), on behalf of itself and its debtor-affiliates (collectively with ANR, the “Debtors” or, when used in reference to such Debtors on or after the Effective Date (as defined herein), the “Reorganized Debtors”); Contura Energy, Inc. (the “Purchaser”); the Illinois Department of Natural Resources; the Kentucky Energy and Environment Cabinet, Department for Natural Resources; the United States Department of the Interior, Office of Surface Mining, Reclamation and Enforcement, in its capacity as the regulatory authority over surface mining operations in the State of Tennessee (“OSMRE”); the Virginia Department of Mines, Minerals and Energy; and the West Virginia Department of Environmental Protection (collectively, the “Regulatory Authorities” and, together with the Debtors and the Purchaser, the “Parties”).
WHEREAS, on August 3, 2015 (the “Petition Date”), the Debtors each filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Court”), which cases are being jointly administered under case number 15-33896 (KRH) (collectively, the “Chapter 11 Cases”);
WHEREAS, on May 25, 2016, the Debtors filed the Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession in the Chapter 11 Cases (as it may be modified, supplemented or amended, the “Plan”), the solicitation version of which is attached as Exhibit A to the Notice of Filing of Solicitation Versions of (A) Second Amended Joint Plan of Reorganization and (B) Related Second Amended Disclosure Statement (Docket No. 2594);
WHEREAS, the Regulatory Authorities have issued certain permits (collectively, the “Permits”) to the Debtors in connection with the Debtors’ operation and reclamation of certain mines and facilities within their respective states or commonwealths (collectively, the “States”);
WHEREAS, the Debtors entered into a transaction (the “Sale Transaction”) pursuant to that certain Asset Purchase Agreement (including all schedules and exhibits associated therewith), with the Purchaser and attached as Exhibit I.A.250 to the Plan to be entered into on or prior to the Effective Date providing for (a) the sale of certain of the Debtors’ assets to the Purchaser, (b) the assumption of certain of the Debtors’ liabilities by the Purchaser (c) the transfer of certain of the Permits (collectively, the “Transferred Permits”) to the Purchaser and (d) certain transactions necessary to effectuate the foregoing;
WHEREAS, the Debtors intend that the Reorganized Debtors will retain substantially all of the Debtors’ assets that are not sold pursuant to the Sale Transaction (collectively, the “Retained Assets”);




    







WHEREAS, a primary purpose of the Reorganized Debtors will be to hold and satisfy their obligations under the Permits associated with the Retained Assets (collectively, the “Retained Permits”) and to complete all reclamation requirements of the Permits associated with the Retained Assets including the management of reclamation activities at certain sites with only reclamation activities to be completed (collectively, the “Reclaim-Only Sites”);
WHEREAS, attached hereto as Exhibit 1 is a schedule identifying each of the Retained Permits associated with a Reclaim-Only Site by State;
WHEREAS, contemporaneously herewith the Debtors and the Purchaser together have entered into separate settlement agreements (collectively, the “State Settlement Agreements”) with each of the Regulatory Authorities to define the terms and framework for accomplishing mine land reclamation and associated environmental restoration and water treatment (including long term water treatment) in their respective States in accordance with the Surface Mining Control and Reclamation Act of 1977, as amended, 30 U.S.C. §§ 1201, et seq. (“SMCRA”), its state analogues and other applicable mining and environmental related statutes and regulations (collectively with SMCRA, the “Mining Laws”) on Mining Complexes operated under Permits previously issued to ANR and its subsidiaries;
WHEREAS, contemporaneously herewith the Debtors, the Purchaser and Citicorp North America, Inc. (the “First Lien Agent”) have entered into that certain Stipulation Regarding Water Treatment Obligations (the “Water Treatment Stipulation”) with the Environmental Protection Agency (“EPA”) to define the framework and funding for the fulfillment of the Reorganized Debtors’ and the Purchaser’s obligations under the EPA Consent Decree (as defined in the Water Treatment Stipulation) and the Reorganized Debtors’ other water treatment obligations;
WHEREAS, the Parties desire to enter into this Reclamation Funding Agreement to provide certain funding for the reclamation, mitigation and water treatment (including long-term water treatment) and management work to be done on the Reclaim-Only Sites; and
WHEREAS, the terms of this Reclamation Funding Agreement are incorporated into the Plan, and the Parties intend that this Reclamation Funding Agreement and the related State Settlement Agreements shall be subject to approval by the Bankruptcy Court in connection with confirmation of the Plan;
NOW THEREFORE, in consideration of the foregoing, the execution by each of the Regulatory Authorities of their respective State Settlement Agreements and of the mutual covenants hereinafter set forth, the Parties hereto agree as follows:
1.    Definitions. Capitalized terms used but not defined herein shall have the meanings ascribed them in the Plan. In addition to the terms defined above, the following terms have the following meanings herein:


2
    







(a)    “Effective Date” means the date upon which the Plan shall become effective in accordance with its terms.
(b)    “Free Cash Flow” means cash generated by the Reorganized Debtors in an amount equal to earnings before taxes, multiplied by an amount equal to one minus the tax rate applicable to the Reorganized Debtors, plus an add-back of all depreciation and amortization expenses, plus or minus, as applicable, any decrease or increase to the Reorganized Debtors’ net working capital, minus capital expenditures, measured for any Quarterly Period.
(c)    “Funding Threshold Amount” means the funded amount of a State’s Restricted Cash Reclamation Account that is equal to 125% of the remaining Total Cost of Reclamation in that State.
(d)    “Fully Reclaim,” “Fully Reclaimed” or “Full Reclamation” means, as to any or all Retained Permits, the completion of reclamation, as provided for by the applicable Mining Laws.
(e)    “Restricted Cash Reclamation Accounts” means a separate interest bearing segregated deposit account for each of the Regulatory Authorities established pursuant to the applicable State Settlement Agreement in which account such Regulatory Authority shall hold a first priority security interest, perfected by “control” under the applicable Uniform Commercial Code.
(f)    “Total Cost of Reclamation” means the estimate of the total cost of reclamation, mitigation, the calculated net present value of the cost of water treatment for the period of time specified by the Regulatory Authority’s standards for long-term water treatment and management associated with the Reorganized Debtors’ mining operations. For the avoidance of doubt, the Reorganized Debtors’ proposed Total Cost of Reclamation for Retained Permits in each State shall be reviewed by each applicable Regulatory Authority for completeness and reasonableness of approach.
2.    Funding of the Restricted Cash Reclamation Accounts by the Purchaser.
(a)    Periodic Payments. In accordance with the allocations determined pursuant to Section ‎5 hereof, the Purchaser shall pay the aggregate amount of $50,000,000 into the various Restricted Cash Reclamation Accounts as follows:
(i)    $8,000,000 immediately upon the Effective Date;
(ii)    $10,000,000 on the anniversary of the Effective Date in each of 2017, 2018, and 2019; and


3
    







(iii)    $12,000,000 on the anniversary of the Effective Date in 2020.
(b)    Contingent Payment Obligation. In addition to the amounts paid pursuant to Section ‎2(a) hereof, and in accordance with the allocations set forth in Section ‎5 hereof, the Purchaser shall pay up to an aggregate amount of $50,000,000 (the “Contingent Payment Obligation Cap”) into the various Restricted Cash Reclamation Accounts as a contingent payment obligation from 2021 through 2025 (the “Contingent Payment Obligation”).
(i)    The Purchaser shall make Contingent Payment Obligation contributions into the Restricted Cash Reclamation Accounts up to the Contingent Payment Obligation Cap only in the following circumstances:
(1)    If and to the extent that the Reorganized Debtors do not contribute $50,000,000 of Free Cash Flow into the Restricted Cash Reclamation Accounts through December 31, 2020 as set forth in Section ‎4(b) hereof; and
(2)    If the Reorganized Debtors make any Reorganized ANR Contingent Revenue Payment (as such term is defined in the Plan) that reduces the amount of Free Cash Flow that the Reorganized Debtors otherwise would have contributed to the Restricted Cash Reclamation Accounts had they not made such Reorganized ANR Contingent Revenue Payment, then a Contingent Payment Obligation will be payable in the amount of the difference between (A) the amount of Free Cash Flow that the Reorganized Debtors would have contributed to the Restricted Cash Reclamation Accounts had they not made such Reorganized ANR Contingent Revenue Payment and (A) the amount of Free Cash Flow actually contributed.
(ii)    For the avoidance of doubt, the Purchaser’s obligations under Section ‎2(b)(i) hereof shall be cumulative up to the amount of the Contingent Payment Obligation Cap.
(iii)    The Purchaser shall make any Contingent Payment Obligation contributions up to the Contingent Payment Obligation Cap according to the following schedule, solely to the extent due and payable as of the applicable payment date in accordance with Section ‎2(b)(i) hereof:
(1)    $10,000,000 on the anniversary of the Effective Date in each of 2021, 2022, 2023 and 2024; and


4
    







(2)    The difference between any Contingent Payment Obligation contributions made and the Contingent Payment Obligation Cap on the anniversary of the Effective Date in 2025.
(c)    Parent Guaranty. The Purchaser’s obligations under this Section ‎2 shall be guaranteed by its parent, if any.
3.    Limitations on Certain Transactions by the Purchaser. The Purchaser agrees that, for five years after the Effective Date, it will not sell all or substantially all of its assets unless either:
(a)    the purchaser(s) of such assets agree(s) to assume the liabilities of the Purchaser under this Reclamation Funding Agreement; or
(b)    such liabilities are otherwise satisfied or funded.
		
	4.
	Funding of the Restricted Cash Reclamation 
Accounts by the Reorganized Debtors.


(a)    Periodic Payments.
(i)    In accordance with the allocations determined in accordance with Section ‎5 hereof, the Reorganized Debtors shall pay and deposit the aggregate amount of $109,000,000 into the various Restricted Cash Reclamation Accounts through 2025.
(ii)    Such payments shall be made in the following aggregate amounts: $5,000,000 in 2016, $10,000,000 in each of 2017 and 2018 and $12,000,000 in each year from 2019 through 2025.
(iii)    All such payments shall be made in equal monthly installments in the year in which they are due. The Reorganized Debtors shall make the first payment on or before August 31, 2016 and the remaining payments on or before the last day of each subsequent month through December 2025.
(b)    Excess Cash Flow Payments.
(i)    In addition to the amounts to be paid pursuant to Section ‎4(a) above, and in accordance with the allocations determined pursuant to Section ‎5 hereof, the Reorganized Debtors shall pay and deposit 50% of the Free Cash Flow that they generate into the Restricted Cash Reclamation Accounts. Such payments are over and above the amounts required to be paid in Section ‎4(a) above.
(ii)    Such payments of Free Cash Flow shall be made with respect to each State until either: (1) all Reclaim-Only sites have been 


5
    







Fully Reclaimed and any long-term water treatment or water management obligations in such State are fully funded and have been covered by a method approved by the regulator for the applicable State (such as a long-term water treatment trust); or (2) the Funding Threshold Amount has been reached with respect to each State, it being understood that once the Funding Threshold Amount for a State has been reached, (A) the Free Cash Flow contribution obligation to the Restricted Cash Reclamation Account for the applicable State shall be reduced to an amount necessary to maintain such Funding Threshold Amount, until such time as all Reclaim-Only Sites have been Fully Reclaimed and (A) the remaining portion of the Free Cash Flow contribution shall be deposited into the Restricted Cash Reclamation Accounts of the remaining States in accordance with the allocations determined pursuant to Section ‎5 hereof, as adjusted.
(iii)    The Free Cash Flow contributions required under this Section shall be paid within 30 days after each calendar quarter end, subject to reconciliation on an annual basis.
(c)    Surety Collateral Returns.
(i)    Any collateral returned or received by the Reorganized Debtors from or with respect to any surety bond issuer that has issued bonds in only one State will be paid into the Restricted Cash Reclamation Account of that State or otherwise dealt with in accordance with any applicable agreement among the Reorganized Debtors and such State.
(ii)    To the extent any collateral returned or received by the Reorganized Debtors from or with respect to any surety bond issuer whose bonds relate to permits in multiple States, such collateral shall be contributed to the Restricted Cash Reclamation Accounts for the applicable States: (1) in proportion to the dollar amounts of the bonds versus the amount of the collateral until the amount for any such State exceeds its Funding Threshold Amount; and (2) then to the other States in accordance with the allocations set forth in Section ‎5 hereof, as adjusted.
(d)    In the event of a merger or sale of all or substantially all of the assets of the Reorganized Debtors, then all of the Reorganized Debtors’ obligations under Sections ‎4(a) above and ‎6(c) below shall either (i) be accelerated and paid in full on a net present value basis into the applicable Restricted Cash Reclamation Accounts or (i) be assumed by the purchaser or surviving entity, before or at the closing of such transaction; provided, however, that the Restructuring Transactions, including, without limitation, the NewCo Asset Sale, shall not be deemed to be mergers or sales within the meaning of this Section ‎4(d). For the avoidance of doubt, nothing in this Section ‎4(d) shall:


6
    







(i)    limit or interfere with any Regulatory Authority’s exercise of discretion with respect to approving any permit transfer or other required regulatory approval; or
(ii)    alter or affect the obligations of the Reorganized Debtors or any of their successors or assigns, as the case may be, to perform or complete reclamation, mitigation and water treatment of all of its or their respective permitted sites in accordance with any applicable law, consent decree or other agreement.
5.    Allocation of Periodic Contributions.
(a)    Periodic contributions required under Sections ‎2 and ‎4 (collectively, the “Periodic Contributions”) shall be allocated to the applicable States as set forth in this Section ‎5.
(b)    For the years 2016 through 2018, the Periodic Contributions shall be allocated among the various Restricted Cash Reclamation Accounts based upon the Debtors’ current relative asset retirement obligations in each State, as follows: 83% for West Virginia; 11.25% for Kentucky; 4% for Virginia; 1% for Illinois; and 0.75% for Tennessee.
(c)    Within 90 days of the Effective Date, the Reorganized Debtors shall begin an evaluation of all of their Permits and shall develop a Total Cost of Reclamation for each State. Such evaluation may be the same as any asset retirement obligation analysis previously undertaken by the Debtors. A preliminary Total Cost of Reclamation for each State shall be developed by July 1, 2017 and provided to each of the States at that time for their review and comment. A final Total Cost of Reclamation shall be provided to each of the States for their review and comment by July 1, 2018.
(d)    The allocation of Periodic Contributions to the Restricted Cash Reclamation Accounts shall be reassessed and adjusted bi-annually beginning on January 1, 2019 based upon the Total Cost of Reclamation in each of the States as of July 1, 2018, and the Periodic Contributions required under Sections ‎2 and ‎4 shall be made to the various Restricted Cash Reclamation Accounts in accordance with such adjusted allocations.
(e)    In the event that the Regulatory Authorities are unable to agree on adjusted allocations based upon the Total Cost of Reclamation, the allocations in Section ‎5(b) above shall continue to apply.
(f)    With respect to Tennessee, once the Reclamation Trust (as defined in the State Settlement Agreement for Tennessee) is established, any funds in Tennessee’s Restricted Cash Reclamation Account, as well as future periodic contributions to such account, shall be paid into the Reclamation Trust.


7
    







		
	6.
	Funding of the Reorganized Debtors’ Water Treatment Obligations Pursuant to the Water Treatment Stipulation


(a)    Pursuant to the Water Treatment Stipulation, the Reorganized Debtors will provide EPA and the Regulatory Authorities for the States in which their water treatment occurs (i) an annual summary of the expenditures on their water treatment for the previous year, (i) an explanation of any material deviance (greater than 20%) in such expenditures from the prior year and (i) a certification of a senior executive officer that an amount sufficient to cover the water treatment costs expected to occur in the following year has been included in the budget for that year. In addition, the Reorganized Debtors will provide EPA with copies of any budgets delivered to the Regulatory Authorities in accordance with the terms of the State Settlement Agreements.
(b)    The First Lien Lender Contribution
(i)    Pursuant to the Water Treatment Stipulation, on the Effective Date, the Reorganized Debtors, with the consent of the First Lien Lenders, shall pay from the First Lien Lenders’ collateral an additional $5 million to support the Reorganized Debtors’ compliance with their water treatment obligations (the “First Lien Lender Contribution”).
(ii)    The First Lien Lender Contribution will be allocated equally among the States to be used for water treatment and other approved projects to improve water quality.
(iii)    On or prior to the Effective Date, the Reorganized Debtors shall create either of the following accounts (in either case, a “Water Treatment Restricted Cash Account”) with respect to each State to receive such State’s share of the First Lien Lender Contribution: (1) a segregated subaccount within the each State’s Restricted Cash Reclamation Account (as defined in the applicable State Settlement Agreement); or (2) a separate segregated restricted cash account. With respect to Tennessee, once the Water Treatment Trust (as defined in the State Settlement Agreement for Tennessee) is established, any funds in Tennessee’s Water Treatment Restricted Cash Account, as well as future periodic contributions to such account, shall be placed into the Tennessee Water Treatment Trust until the trust is fully funded as determined by OSMRE.
(c)    The Reorganized Debtor Contribution
(i)    Pursuant to the Water Treatment Stipulation, the Reorganized Debtors shall contribute $15 million into the Water Treatment Restricted Cash Accounts from 2017 through 2023 (the “Reorganized Debtor Contribution”) to fund compliance with their water treatment obligations, including their obligations under the EPA Consent Decree.


8
    







(ii)    The Reorganized Debtor Contribution shall be paid in the following annual total amounts in equal quarterly installments on the first day of each calendar quarter beginning on July 1, 2017:
	
			
	Year
	Payment Dates
	Aggregate Annual Payment Amount

	2017
	July 1, October 1
	$1,000,000

	2018
	January 1, April 1, July 1, October 1
	$1,500,000

	2019
	January 1, April 1, July 1, October 1
	$2,500,000

	2020
	January 1, April 1, July 1, October 1
	$2,500,000

	2021
	January 1, April 1, July 1, October 1
	$2,500,000

	2022
	January 1, April 1, July 1, October 1
	$2,500,000

	2023
	January 1, April 1, July 1, October 1
	$2,500,000

	Total
	 
	$15,000,000






(iii)    The Reorganized Debtor Contribution for 2017 shall be divided equally among the States. Thereafter, (x) the Reorganized Debtors shall provide 20% of the Aggregate Annual Payment Amount to the Tennessee Water Treatment Trust (as defined in the Water Treatment Stipulation) until such requirement is terminated pursuant to subparagraph ‎(iv) below and (y) the remainder of the annual Reorganized Debtor Contribution shall be divided among the other States according to the percentage of actual expenditures on water treatment in each State; provided that, each State shall receive a minimum of at least $25,000 each year. The Reorganized Debtors will track their spending on water treatment in each State and submit a report to the applicable Regulatory Authority and EPA by September 30 of each year detailing such expenditures for the period from July 1 to June 30 of the previous year.
(iv)    Once the Tennessee Water Treatment Trust has been fully funded in accordance with its terms, subsequent Reorganized Debtor Contribution amounts shall be allocated among the other States in accordance with Section ‎6(c)(iii)(y) hereof.
(d)    The Reorganized Debtors will cooperate and work in good faith with each Regulatory Authority to develop the minimum balance (the “Minimum Balance”) that will be maintained in the Water Treatment Restricted Cash Account for that State. The Minimum Balance may be adjusted by agreement between the Reorganized Debtors and the applicable Regulatory Authority on an annual basis; provided that, nothing herein requires the Reorganized Debtors to designate more than $1,000,000 as the aggregate amount of Minimum Balances among the Water Treatment Restricted Cash Accounts in 2016. The Reorganized Debtors shall provide EPA with a copy of the written agreement that establishes the Minimum Balance for each State.


9
    







(e)    Funds in the Water Treatment Restricted Cash Accounts that are in excess of the Minimum Balance established for that account may be utilized to pay for water treatment expenses, water treatment system installations and reclamation activities that benefit water quality. The use of funds for water treatment expenses, including, without limitation, funds expended on chemicals, utilities, pond cleaning and maintenance of structures and systems, shall be included in the Semi-Annual Budget (as defined in the State Settlement Agreements) provided to the Regulatory Authority and EPA but shall not require the prior approval of the applicable Regulatory Agency or EPA. Any use of funds to install water treatment systems or to conduct reclamation activities that will benefit water quality shall be subject to the budgeting and approval provisions of the State Settlement Agreements. EPA and the applicable Regulatory Authority shall have the right to audit all expenditures from the Water Treatment Restricted Cash Accounts.
(f)    For the avoidance of doubt, the funding to be provided to the Water Treatment Restricted Cash Accounts pursuant to the Water Treatment Stipulation or to the Restricted Cash Reclamation Accounts pursuant to this Reclamation Funding Agreement shall be used solely to fund the Reorganized Debtors’ obligations thereunder and shall not be used to assist or subsidize the Purchaser’s compliance.
7.    Conditions to Effectiveness. The following shall be conditions to the effectiveness of this Reclamation Funding Agreement:
(a)    The Debtors and the Purchaser shall have executed a State Settlement Agreement with the applicable Regulatory Authority with respect to each State;
(b)    This Reclamation Funding Agreement, the Water Treatment Stipulation and the State Settlement Agreements shall have been approved by the Bankruptcy Court pursuant to the order confirming the Plan;
(c)    The Plan, as it may be amended consistent with the terms of this Reclamation Funding Agreement and the State Settlement Agreements, shall be confirmed on or before July 15, 2016;
(d)    The Effective Date shall occur on or before July 31, 2016;
(e)    There shall be no material adverse changes to the terms of the settlements by and among the Debtors, the First-Lien Lenders, the Second-Lien Lenders and the Unsecured Creditors Committee as filed with the Bankruptcy Court prior to May 25, 2016;
(f)    There shall be no material adverse changes to the terms of the solicitation version of the Plan filed on June 2, 2016; and


10
    







(g)    There shall be no material adverse changes to the business plan and projections of the Purchaser or the Reorganized Debtors filed with the Bankruptcy Court prior to May 25, 2016 or the business or operations of the Purchaser or the Reorganized Debtors, taken as a whole.
8.    Reclamation Funding Agreement and the Plan. In the event of a conflict between the terms of this Reclamation Funding Agreement and the Plan, this Reclamation Funding Agreement shall control.
9.    Covenants, Cooperation and Good Faith Efforts. The Parties agree to cooperate and work in good faith with each other to obtain a consensus as to the Total Cost of Reclamation and the allocation of Periodic Contributions as set forth in Section ‎5 hereof.
10.    Successors and Assigns. The provisions of this Reclamation Funding Agreement shall be binding on the Parties and their successors and assigns, including any trustee appointed under the Bankruptcy Code, and shall inure to the benefit of the Parties and their successors and assigns.
11.    Entire Agreement. This Reclamation Funding Agreement, together with the State Settlement Agreements with respect to each State, constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof, and there are no representations, understandings, or agreements relative hereto which are not fully expressed herein.
12.    Authority and Validity. Each non-governmental Party otherwise represents, warrants and acknowledges represents, warrants and acknowledges, as of the Effective Date and, in the case of the Debtors, subject to approval by the Bankruptcy Court, that: (a) it has all the requisite authority (i) to execute and deliver this Reclamation Funding Agreement, and the other documents and instruments contemplated hereby, to which it is contemplated to be a party, (i) to perform its obligations under this Reclamation Funding Agreement and the other documents and instruments contemplated hereby to which it is contemplated to be a party and (i) to consummate the transactions contemplated herein and therein; (a) the execution, delivery and performance by it of this Reclamation Funding Agreement and the other documents and instruments contemplated hereby to which it is contemplated to be a party and the consummation of the transactions contemplated herein and therein have been duly authorized by all necessary action, and no other action or proceeding is necessary to authorize and approve this Reclamation Funding Agreement or the other documents and instruments contemplated hereby to which it is contemplated to be a party or any of the transactions contemplated herein or therein; (a) this Reclamation Funding Agreement has been duly executed and delivered by it and constitutes a legal, valid and binding agreement by it, enforceable against it in accordance with the terms of this Reclamation Funding Agreement; and (a) the execution, delivery and performance by it (when such performance is due) of this Reclamation Funding Agreement does not and shall not (i) violate any provision of law, rule or regulation applicable to it or (i) conflict with, result in a breach of or constitute (with due 


11
    







notice or lapse of time or both) a default under any material contractual obligation to which it is a party. With respect to the Regulatory Authorities, the undersigned represents and warrants that he/she has authority to enter into this Reclamation Funding Agreement.
13.    No Reliance. Each Party represents and warrants that in entering into this Reclamation Funding Agreement it is relying on its own judgment, belief and knowledge and, as applicable, on that of any attorney it has retained to represent it in this matter. In entering into this Reclamation Funding Agreement, no Party is relying on any representation or statement made by any other Party or any person representing such other Party.
14.    Modification or Amendment. This Reclamation Funding Agreement may be modified or amended only by written agreement executed by each of the Parties.
15.    Further Assurances. From and after the Effective Date, each of the Parties agrees to use their respective commercially reasonable efforts to execute or cause to be executed and deliver or cause to be delivered all such agreements, instruments and documents and take or cause to be taken all such further actions as may reasonably be necessary from time to time to carry out the intent and purpose of this Reclamation Funding Agreement, and to consummate the transactions contemplated hereby and thereby.
16.    Construction. This Reclamation Funding Agreement has been drafted through a cooperative effort of all Parties, and none of the Parties shall be considered the drafter of this Reclamation Funding Agreement so as to give rise to any presumption of convention regarding construction of this document. All terms of this Reclamation Funding Agreement were negotiated at arms’-length, and this Reclamation Funding Agreement was prepared and executed without fraud, duress, undue influence or coercion of any kind exerted by any of the Parties upon the other.
17.    Headings. Titles and headings in this Reclamation Funding Agreement are inserted for convenience of reference only and are not intended to affect the interpretation or construction of the Reclamation Funding Agreement.
18.    Execution in Counterpart. This Reclamation Funding Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. All signatures of the Parties to this Reclamation Funding Agreement may be transmitted by facsimile or by electronic mail, and such transmission will, for all purposes, be deemed to be the original signature of such party whose signature it reproduces, and will be binding upon such party.
19.    Severability. If any provision of this Reclamation Funding Agreement is determined to be prohibited or unenforceable by reason of any applicable law of a jurisdiction, then such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions 


12
    







thereof, and any such prohibition or unenforceability in such jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction.
(Remainder of Page Intentionally Blank; Signatures to Follow)






13
    








IN WITNESS WHEREOF, the Parties hereto have executed this Reclamation Funding Agreement as of the date set forth above.
	
					
	ALPHA NATURAL RESOURCES, INC., on behalf of itself and its debtor-affiliates
	 
	KENTUCKY ENERGY AND ENVIRONMENT CABINET, DEPARTMENT FOR NATURAL RESOURCES

	 
	 
	 

	By:   
	 
	By:   

	Its:   
	 
	Its:   

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	CONTURA ENERGY, INC.
	 
	OFFICE OF SURFACE MINING, RECLAMATION AND ENFORCEMENT

	 
	 
	 

	By:   
	 
	By:   

	Its:   
	 
	Its:   

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	WEST VIRGINIA DEPARTMENT OF ENVIRONMENTAL PROTECTION
	 
	VIRGINIA DEPARTMENT OF MINES, MINERALS AND ENERGY

	 
	 
	 

	By:   
	 
	By:   

	Its:   
	 
	Its:   

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	ILLINOIS DEPARTMENT OF NATURAL RESOURCES
	 
	 

	 
	 
	 

	By:   
	 
	 

	Its:   
	 
	 









Exhibit 1     
 
[Schedule of Retained Permits]





RETAINED PERMITS FOR RECLAIM ONLY SITES BY STATE
	
				
	COMPLEX
	PERMIT NUMBER
	PERMITTEE
	STATE

	Bandmill
	H071200
	BANDMILL COAL CORPORATION
	WV

	Bandmill
	H071200
	BANDMILL COAL CORPORATION
	WV

	Bandmill
	S501596
	BANDMILL COAL CORPORATION
	WV

	Bandmill
	S502393
	BANDMILL COAL CORPORATION
	WV

	Bandmill
	S000580
	HIGHLAND MINING COMPANY
	WV

	Bandmill
	S000580
	HIGHLAND MINING COMPANY
	WV

	Bandmill
	S500194
	HIGHLAND MINING COMPANY
	WV

	Bandmill
	S500201
	HIGHLAND MINING COMPANY
	WV

	Bandmill
	S501796
	HIGHLAND MINING COMPANY
	WV

	Bandmill
	S503096
	HIGHLAND MINING COMPANY
	WV

	Bandmill
	S503096
	HIGHLAND MINING COMPANY
	WV

	Bandmill
	S505389
	HIGHLAND MINING COMPANY
	WV

	Bandmill
	S505489
	HIGHLAND MINING COMPANY
	WV

	Bandmill
	WV1016938
	HIGHLAND MINING COMPANY
	WV

	Bandmill
	S504189
	HIGHLAND MINING COMPANY
	WV

	Bandmill
	O3785
	TRACE CREEK COAL COMPANY
	WV

	Bandmill
	O3785
	TRACE CREEK COAL COMPANY
	WV

	Bandmill
	O504286
	TRACE CREEK COAL COMPANY
	WV

	Band mill
	O504691
	TRACE CREEK COAL COMPANY
	WV

	Bandmill
	O5382
	TRACE CREEK COAL COMPANY
	WV

	Bandmill
	O5382
	TRACE CREEK COAL COMPANY
	WV

	Bandmill
	O5382
	TRACE CREEK COAL COMPANY
	WV

	Bandmill
	S504186
	TRACE CREEK COAL COMPANY
	WV

	Bandmill
	S506288
	TRACE CREEK COAL COMPANY
	WV

	Bandmill
	S505389
	ALEX ENERGY, INC.
	WV

	Bandmill
	D001982
	ARACOMA COAL COMPANY, INC.
	WV

	Bandmill
	U500500
	ARACOMA COAL COMPANY, INC.
	WV

	Bandmill
	H071200
	BANDMILL COAL CORPORATION
	WV

	Bandmill
	O005082
	BANDMILL COAL CORPORATION
	WV

	Bandmill
	S502100
	BANDMILL COAL CORPORATION
	WV

	Bandmill
	S502100
	BANDMILL COAL CORPORATION
	WV

	Bandmill
	S501596
	BANDMILL COAL CORPORATION
	WV

	Bandmill
	U021383
	BANDMILL COAL CORPORATION
	WV

	Bandmill
	O501104
	HIGHLAND MINING COMPANY
	WV

	Bandmill
	P501114
	HIGHLAND MINING COMPANY
	WV

	Bandmill
	S000580
	HIGHLAND MINING COMPANY
	WV

	Bandmill
	S500194
	HIGHLAND MINING COMPANY
	WV

	Bandmill
	S500201
	HIGHLAND MINING COMPANY
	WV

	Bandmill
	S501796
	HIGHLAND MINING COMPANY
	WV

	Bandmill
	S503096
	HIGHLAND MINING COMPANY
	WV

	Bandmill
	S503408
	HIGHLAND MINING COMPANY
	WV

	Bandmill
	S504189
	HIGHLAND MINING COMPANY
	WV

	Bandmill
	S508486
	HIGHLAND MINING COMPANY
	WV

	Bandmill
	U009283
	RUM CREEK COAL SALES, INC.
	WV

	Bandmill
	S500104
	RUM CREEK COAL SALES, INC.
	WV

	Bens Creek – Black Bear
	U501391
	COBRA NATURAL RESOURCES, LLC
	WV

	Bens Creek – Black Bear
	U501391
	COBRA NATURAL RESOURCES, LLC
	WV

	Bens Creek – Black Bear
	U503897
	COBRA NATURAL RESOURCES, LLC
	WV

	Bens Creek – Black Bear
	O002685
	COBRA NATURAL RESOURCES, LLC
	WV

	Bens Creek – Black Bear
	O500788
	COBRA NATURAL RESOURCES, LLC
	WV

	Bens Creek – Black Bear
	O502386
	COBRA NATURAL RESOURCES, LLC
	WV

	Bens Creek – Black Bear
	O504191
	COBRA NATURAL RESOURCES, LLC
	WV

	Bens Creek – Black Bear
	O505088
	COBRA NATURAL RESOURCES, LLC
	WV

	Bens Creek – Black Bear
	S401395
	COBRA NATURAL RESOURCES, LLC
	WV

	Bens Creek – Black Bear
	S504988
	COBRA NATURAL RESOURCES, LLC
	WV

	Bens Creek – Black Bear
	U500498
	COBRA NATURAL RESOURCES, LLC
	WV

	Bens Creek – Black Bear
	U500590
	COBRA NATURAL RESOURCES, LLC
	WV

	Bens Creek – Black Bear
	U503592
	COBRA NATURAL RESOURCES, LLC
	WV

	Bens Creek – Black Bear
	U503792
	COBRA NATURAL RESOURCES, LLC
	WV

	Bens Creek – Black Bear
	U504491
	COBRA NATURAL RESOURCES, LLC
	WV

	Bens Creek – Black Bear
	S400400
	PREMIUM ENERGY, LLC
	WV

	Bens Creek – Black Bear
	S501307
	PREMIUM ENERGY, LLC
	WV

	Bens Creek – Black Bear
	S502099
	PREMIUM ENERGY, LLC
	WV

	Bens Creek – Black Bear
	S501608
	PREMIUM ENERGY, LLC
	WV

	Cucumber
	U401694
	BROOKS RUN MINING COMPANY, LLC
	WV

	Cucumber
	U401694
	BROOKS RUN MINING COMPANY, LLC
	WV

	Cucumber
	U007584
	RIVERSIDE ENERGY COMPANY, LLC
	WV

	Cucumber
	U402387
	RIVERSIDE ENERGY COMPANY, LLC
	WV

	Delbarton
	P502112
	DELBARTON MINING COMPANY
	WV

	Elk Run
	O506086
	EAGLE ENERGY INC.
	WV

	Elk Run
	O004383
	EAGLE ENERGY INC.
	WV

	Elk Run
	Prospect
	ELK RUN COAL COMPANY, INC.
	WV

	Elk Run
	U066300
	ELK RUN COAL COMPANY, INC.
	WV

	Elk Run
	P502213
	PERFORMANCE COAL COMPANY
	WV

	Elk Run
	P300114
	PERFORMANCE COAL COMPANY
	WV

	Erbacon
	U202100
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	H052900
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	H056200
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	U062000
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	O200301
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	O200787
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	S102690
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	S200205
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	U200401
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	U200493
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	U200593
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	U200609
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	U202100
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	P052600
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	P201414
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	P202014
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	R062000
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	S007185
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	U051600
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	U102691
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	U200900
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	U201000
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	U201005
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	U201105
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	U201400
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	U201689
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	U202100
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	UO35900
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	D000782
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	D011082
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	I048200
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	P203507
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	S200310
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	S200487
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	U051200
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	U201498
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	U307186
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	D004781
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	H047100
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	U101991
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	U200105
	BROOKS RUN MINING COMPANY, LLC
	WV

	Erbacon
	D011382
	KINGWOOD MINING COMPANY, LLC
	WV

	Erbacon
	R067300
	KINGWOOD MINING COMPANY, LLC
	WV

	Erbacon
	U100798
	KINGWOOD MINING COMPANY, LLC
	WV

	Erbacon
	U100798
	KINGWOOD MINING COMPANY, LLC
	WV

	Erbacon
	O100898
	KINGWOOD MINING COMPANY, LLC
	WV

	Erbacon
	U100893
	KINGWOOD MINING COMPANY, LLC
	WV

	Goals
	S301299
	ALEX ENERGY, INC.
	WV

	Goals
	S301299
	ALEX ENERGY, INC.
	WV

	Goals
	S301299
	ALEX ENERGY, INC.
	WV

	Goals
	U301799
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Goals
	S301299
	ALEX ENERGY, INC.
	WV

	Goals
	S301100
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Goals
	S301100
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Goals
	U301406
	MARFORK COAL COMPANY, INC.
	WV

	Green Valley
	O001083
	GREEN VALLEY COAL COMPANY
	WV

	Green Valley
	O001083
	GREEN VALLEY COAL COMPANY
	WV

	Green Valley
	P064200
	GREEN VALLEY COAL COMPANY
	WV

	Green Valley
	U005985
	GREEN VALLEY COAL COMPANY
	WV

	Green Valley
	O015583
	GREEN VALLEY COAL COMPANY
	WV

	Green Valley
	U014882
	GREEN VALLEY COAL COMPANY
	WV

	Green Valley
	R067100
	GREEN VALLEY COAL COMPANY
	WV

	Green Valley
	U306686
	GREEN VALLEY COAL COMPANY
	WV

	Green Valley
	H035600
	GREEN VALLEY COAL COMPANY
	WV

	Green Valley
	O001083
	GREEN VALLEY COAL COMPANY
	WV

	Green Valley
	O001083
	GREEN VALLEY COAL COMPANY
	WV

	Green Valley
	O001083
	GREEN VALLEY COAL COMPANY
	WV

	Green Valley
	O008683
	GREEN VALLEY COAL COMPANY
	WV

	Green Valley
	O008683
	GREEN VALLEY COAL COMPANY
	WV

	Green Valley
	R069000
	GREEN VALLEY COAL COMPANY
	WV

	Green Valley
	R070700
	GREEN VALLEY COAL COMPANY
	WV

	Green Valley
	R070700
	GREEN VALLEY COAL COMPANY
	WV

	Green Valley
	U005985
	GREEN VALLEY COAL COMPANY
	WV

	Green Valley
	U300409
	GREEN VALLEY COAL COMPANY
	WV

	Green Valley
	U302912
	GREEN VALLEY COAL COMPANY
	WV

	Green Valley
	O015583
	GREEN VALLEY COAL COMPANY
	WV

	Green Valley
	O015583
	GREEN VALLEY COAL COMPANY
	WV

	Green Valley
	U014882
	GREEN VALLEY COAL COMPANY
	WV

	Green Valley
	U014882
	GREEN VALLEY COAL COMPANY
	WV

	Green Valley
	U014882
	GREEN VALLEY COAL COMPANY
	WV

	Green Valley
	U301407
	GREEN VALLEY COAL COMPANY
	WV

	Inman Admiral
	D010182
	BLACK CASTLE MINING COMPANY
	WV

	Inman Admiral
	S507586
	ELK RUN COAL COMPANY, INC.
	WV

	Inman Admiral
	S507586
	ELK RUN COAL COMPANY, INC.
	WV

	Inman Admiral
	S507586
	ELK RUN COAL COMPANY, INC.
	WV

	Inman Admiral
	S601189
	ELK RUN COAL COMPANY, INC.
	WV

	Inman Admiral
	S602688
	ELK RUN COAL COMPANY, INC.
	WV

	Inman Admiral
	S602688
	ELK RUN COAL COMPANY, INC.
	WV

	Inman Admiral
	S501400
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Inman Admiral
	O509588
	OMAR MINING COMPANY
	WV

	Inman Admiral
	S007076
	OMAR MINING COMPANY
	WV

	Inman Admiral
	U040300
	OMAR MINING COMPANY
	WV

	Kepler
	R063000
	DUCHESS COAL COMPANY
	WV

	Kepler
	D006982
	BIG BEAR MINING COMPANY
	WV

	Kepler
	O010783
	BIG BEAR MINING COMPANY
	WV

	Kepler
	O017483
	BIG BEAR MINING COMPANY
	WV

	Kepler
	U058900
	BIG BEAR MINING COMPANY
	WV

	Kepler
	O005983
	HERNDON PROCESSING COMPANY, LLC
	WV

	Kepler
	O007882
	HERNDON PROCESSING COMPANY, LLC
	WV

	Kepler
	S400300
	PAYNTER BRANCH MINING, INC.
	WV

	Kepler
	S400300
	PAYNTER BRANCH MINING, INC.
	WV

	Kepler
	S400896
	PAYNTER BRANCH MINING, INC.
	WV

	Kepler
	S401298
	PAYNTER BRANCH MINING, INC.
	WV

	Kepler
	U503496
	PIONEER MINING, INC.
	WV

	Kepler
	U503596
	PIONEER MINING, INC.
	WV

	Kepler
	NPDES WV 1012207
	RIVERSIDE ENERGY COMPANY, LLC
	WV

	Kepler
	U047100
	RIVERSIDE ENERGY COMPANY, LLC
	WV

	Kepler
	U402195
	RIVERSIDE ENERGY COMPANY, LLC
	WV

	Kepler
	U400196
	RIVERSIDE ENERGY COMPANY, LLC
	WV

	Kepler
	U400295
	RIVERSIDE ENERGY COMPANY, LLC
	WV

	Kepler
	U400595
	RIVERSIDE ENERGY COMPANY, LLC
	WV

	Kepler
	U400695
	RIVERSIDE ENERGY COMPANY, LLC
	WV

	Kepler
	U400697
	RIVERSIDE ENERGY COMPANY, LLC
	WV

	Kepler
	U400901
	RIVERSIDE ENERGY COMPANY, LLC
	WV

	Kepler
	U401100
	RIVERSIDE ENERGY COMPANY, LLC
	WV

	Kepler
	U401300
	RIVERSIDE ENERGY COMPANY, LLC
	WV

	Kepler
	U401497
	RIVERSIDE ENERGY COMPANY, LLC
	WV

	Kepler
	U401200
	RIVERSIDE ENERGY COMPANY, LLC
	WV

	Kingston
	P300115
	KINGSTON MINING, INC.
	WV

	Kingston
	 
	KINGSTON MINING, INC.
	WV

	Kingston
	P301012
	KINGSTON RESOURCES, INC.
	WV

	Kingston
	P301413
	KINGSTON RESOURCES, INC.
	WV

	Kingston
	Prospect No. 9
	KINGSTON RESOURCES, INC.
	WV

	Liberty
	S503097
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Liberty
	U501298
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Liberty
	U501298
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Liberty
	U501887
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Liberty
	O501992
	OMAR MINING COMPANY
	WV

	Liberty
	U002685
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Liberty
	U507991
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Liberty
	O501106
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Liberty
	S503097
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Liberty
	S503097
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Liberty
	U501298
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Liberty
	U501298
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Liberty
	U500594
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Liberty
	U500694
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Liberty
	U500694
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Liberty
	U501398
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Liberty
	U507991
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Liberty
	U502191
	OMAR MINING COMPANY
	WV

	Liberty
	U501892
	OMAR MINING COMPANY
	WV

	Litwar
	P402708
	BROOKS RUN MINING COMPANY, LLC
	WV

	Litwar
	O011783
	LITWAR PROCESSING COMPANY, LLC
	WV

	Litwar
	O007583
	LITWAR PROCESSING COMPANY, LLC
	WV

	Litwar
	P300514
	RIVERSIDE ENERGY COMPANY, LLC
	WV

	Litwar
	U400102
	RIVERSIDE ENERGY COMPANY, LLC
	WV

	Litwar
	O014483
	RIVERSIDE ENERGY COMPANY, LLC
	WV

	Litwar
	O014883
	RIVERSIDE ENERGY COMPANY, LLC
	WV

	Mammoth
	P302013
	ALEX ENERGY, INC.
	WV

	Mammoth
	P303212
	ALEX ENERGY, INC.
	WV

	Mammoth
	P304412
	ALEX ENERGY, INC.
	WV

	Mammoth
	S004577
	JACKS BRANCH COAL COMPANY
	WV

	Mammoth
	S007085
	JACKS BRANCH COAL COMPANY
	WV

	Mammoth
	S008379
	JACKS BRANCH COAL COMPANY
	WV

	Mammoth
	S301491
	JACKS BRANCH COAL COMPANY
	WV

	Mammoth
	S303790
	JACKS BRANCH COAL COMPANY
	WV

	Mammoth
	S600886
	JACKS BRANCH COAL COMPANY
	WV

	Mammoth
	U005584
	JACKS BRANCH COAL COMPANY
	WV

	Mammoth
	U300990
	JACKS BRANCH COAL COMPANY
	WV

	Mammoth
	U302200
	JACKS BRANCH COAL COMPANY
	WV

	Mammoth
	U601889
	JACKS BRANCH COAL COMPANY
	WV

	Mammoth
	S000684
	JACKS BRANCH COAL COMPANY
	WV

	Mammoth
	S007885
	JACKS BRANCH COAL COMPANY
	WV

	Mammoth
	S008883
	JACKS BRANCH COAL COMPANY
	WV

	Mammoth
	Z000481
	JACKS BRANCH COAL COMPANY
	WV

	Mammoth
	U045400
	JACKS BRANCH COAL COMPANY
	WV

	Mammoth
	U301500
	JACKS BRANCH COAL COMPANY
	WV

	Mammoth
	E010300
	KANAWHA ENERGY COMPANY
	WV

	Mammoth
	E011000
	KANAWHA ENERGY COMPANY
	WV

	Mammoth
	O304391
	KANAWHA ENERGY COMPANY
	WV

	Mammoth
	P071300
	KANAWHA ENERGY COMPANY
	WV

	Mammoth
	P303611
	KANAWHA ENERGY COMPANY
	WV

	Mammoth
	R064900
	KANAWHA ENERGY COMPANY
	WV

	Mammoth
	S300691
	KANAWHA ENERGY COMPANY
	WV

	Mammoth
	S304589
	KANAWHA ENERGY COMPANY
	WV

	Mammoth
	S600988
	KANAWHA ENERGY COMPANY
	WV

	Mammoth
	S602389
	KANAWHA ENERGY COMPANY
	WV

	Mammoth
	U300904
	KANAWHA ENERGY COMPANY
	WV

	Mammoth
	U301290
	KANAWHA ENERGY COMPANY
	WV

	Mammoth
	P300205
	KANAWHA ENERGY COMPANY
	WV

	Mammoth
	P301111
	KANAWHA ENERGY COMPANY
	WV

	Mammoth
	P303310
	KANAWHA ENERGY COMPANY
	WV

	Mammoth
	P303511
	KANAWHA ENERGY COMPANY
	WV

	Mammoth
	S303390
	KANAWHA ENERGY COMPANY
	WV

	Mammoth
	O301907
	KANAWHA ENERGY COMPANY
	WV

	Mammoth
	U300504
	KANAWHA ENERGY COMPANY
	WV

	Mammoth
	U300896
	KANAWHA ENERGY COMPANY
	WV

	Mammoth
	U302099
	KANAWHA ENERGY COMPANY
	WV

	Marfork
	 
	BOONE EAST DEVELOPMENT CO.
	WV

	Marfork
	P300515
	MARFORK COAL COMPANY, INC.
	WV

	Marfork
	U304292
	PERFORMANCE COAL COMPANY
	WV

	Marfork
	U304292
	PERFORMANCE COAL COMPANY
	WV

	Marfork
	U304292
	PERFORMANCE COAL COMPANY
	WV

	Marfork
	D004081
	CLEAR FORK COAL COMPANY
	WV

	Marfork
	S014278
	CLEAR FORK COAL COMPANY
	WV

	Marfork
	U008383
	CLEAR FORK COAL COMPANY
	WV

	Marfork
	U013000
	CLEAR FORK COAL COMPANY
	WV

	Marfork
	P500213
	ELK RUN COAL COMPANY, INC.
	WV

	Marfork
	P300415
	KINGSTON MINING, INC.
	WV

	Marfork
	P301513
	MARFORK COAL COMPANY, INC.
	WV

	Marfork
	Pending
	MARFORK COAL COMPANY, INC.
	WV

	Marfork
	U301394
	MARFORK COAL COMPANY, INC.
	WV

	Marfork
	P301011
	MARFORK COAL COMPANY, INC.
	WV

	Marfork
	S300809
	MARFORK COAL COMPANY, INC.
	WV

	Marfork
	E003800
	PERFORMANCE COAL COMPANY
	WV

	Marfork
	U304292
	PERFORMANCE COAL COMPANY
	WV

	Marfork
	S011977
	PIONEER FUEL CORPORATION
	WV

	Marfork
	S400596
	PIONEER FUEL CORPORATION
	WV

	Marfork
	S401595
	PIONEER FUEL CORPORATION
	WV

	Marfork
	O400708
	PIONEER FUEL CORPORATION
	WV

	Martin County
	E001700
	GREYEAGLE COAL COMPANY
	WV

	Martin County
	O013983
	GREYEAGLE COAL COMPANY
	WV

	Nicholas
	S005185
	ALEX ENERGY, INC.
	WV

	Nicholas
	S300199
	ALEX ENERGY, INC.
	WV

	Nicholas
	S300598
	ALEX ENERGY, INC.
	WV

	Nicholas
	S300598
	ALEX ENERGY, INC.
	WV

	Nicholas
	S300702
	ALEX ENERGY, INC.
	WV

	Nicholas
	S300706
	ALEX ENERGY, INC.
	WV

	Nicholas
	S301391
	ALEX ENERGY, INC.
	WV

	Nicholas
	S301405
	ALEX ENERGY, INC.
	WV

	Nicholas
	U301497
	ALEX ENERGY, INC.
	WV

	Nicholas
	U301497
	ALEX ENERGY, INC.
	WV

	Nicholas
	S006385
	ALEX ENERGY, INC.
	WV

	Nicholas
	U302494
	POWER MOUNTAIN COAL COMPANY
	WV

	Nicholas
	S300598
	ALEX ENERGY, INC.
	WV

	Nicholas
	S300598
	ALEX ENERGY, INC.
	WV

	Nicholas
	S300702
	ALEX ENERGY, INC.
	WV

	Nicholas
	S300706
	ALEX ENERGY, INC.
	WV

	Nicholas
	S300907
	ALEX ENERGY, INC.
	WV

	Nicholas
	S301391
	ALEX ENERGY, INC.
	WV

	Nicholas
	S301405
	ALEX ENERGY, INC.
	WV

	Nicholas
	S302003
	ALEX ENERGY, INC.
	WV

	Nicholas
	U301497
	ALEX ENERGY, INC.
	WV

	Nicholas
	S301192
	ALEX ENERGY, INC.
	WV

	Nicholas
	S301806
	ALEX ENERGY, INC.
	WV

	Nicholas
	H015500
	PEERLESS EAGLE COAL COMPANY
	WV

	Nicholas
	O002184
	PEERLESS EAGLE COAL COMPANY
	WV

	Nicholas
	O004183
	PEERLESS EAGLE COAL COMPANY
	WV

	Nicholas
	O300293
	PEERLESS EAGLE COAL COMPANY
	WV

	Nicholas
	O300589
	PEERLESS EAGLE COAL COMPANY
	WV

	Nicholas
	O301286
	PEERLESS EAGLE COAL COMPANY
	WV

	Nicholas
	O302093
	PEERLESS EAGLE COAL COMPANY
	WV

	Nicholas
	S300590
	PEERLESS EAGLE COAL COMPANY
	WV

	Nicholas
	U300489
	PEERLESS EAGLE COAL COMPANY
	WV

	Nicholas
	U302194
	PEERLESS EAGLE COAL COMPANY
	WV

	Nicholas
	O010983
	PEERLESS EAGLE COAL COMPANY
	WV

	Nicholas
	S008776
	PEERLESS EAGLE COAL COMPANY
	WV

	Nicholas
	U026900
	PEERLESS EAGLE COAL COMPANY
	WV

	Nicholas
	U045800
	PEERLESS EAGLE COAL COMPANY
	WV

	Nicholas
	U065700
	PEERLESS EAGLE COAL COMPANY
	WV

	Nicholas
	U067600
	PEERLESS EAGLE COAL COMPANY
	WV

	Nicholas
	O300895
	POWER MOUNTAIN COAL COMPANY
	WV

	Rawl
	E002800
	RAWL SALES & PROCESSING COMPANY
	WV

	Rawl
	O004184
	RAWL SALES & PROCESSING COMPANY
	WV

	Rawl
	O004184
	RAWL SALES & PROCESSING COMPANY
	WV

	Rawl
	U502000
	RAWL SALES & PROCESSING COMPANY
	WV

	Rawl
	U504687
	RAWL SALES & PROCESSING COMPANY
	WV

	Rawl
	D003181
	RAWL SALES & PROCESSING COMPANY
	WV

	Rawl
	O507892
	RAWL SALES & PROCESSING COMPANY
	WV

	Rawl
	U066700
	RAWL SALES & PROCESSING COMPANY
	WV

	Rawl
	U507192
	RAWL SALES & PROCESSING COMPANY
	WV

	Rawl
	E002800
	RAWL SALES & PROCESSING COMPANY
	WV

	Rawl
	O004184
	RAWL SALES & PROCESSING COMPANY
	WV

	Rawl
	O504989
	RAWL SALES & PROCESSING COMPANY
	WV

	Rawl
	P057200
	RAWL SALES & PROCESSING COMPANY
	WV

	Rawl
	U502000
	RAWL SALES & PROCESSING COMPANY
	WV

	Rawl
	U504687
	RAWL SALES & PROCESSING COMPANY
	WV

	Rockspring
	Prospect
	LAUREL CREEK CO., INC.
	WV

	Rockspring
	U500601
	ARACOMA COAL COMPANY, INC.
	WV

	Rockspring
	U507292
	ARACOMA COAL COMPANY, INC.
	WV

	Rockspring
	S504689
	ARACOMA COAL COMPANY, INC.
	WV

	Rockspring
	O501090
	ARACOMA COAL COMPANY, INC.
	WV

	Rockspring
	U507692
	ARACOMA COAL COMPANY, INC.
	WV

	Rockspring
	U500304
	ARACOMA COAL COMPANY, INC.
	WV

	Rockspring
	U501091
	ARACOMA COAL COMPANY, INC.
	WV

	Rockspring
	U502006
	ARACOMA COAL COMPANY, INC.
	WV

	Rockspring
	O505491
	ROCKSPRING DEVELOPMENT, INC.
	WV

	Rockspring
	U002584
	ROCKSPRING DEVELOPMENT, INC.
	WV

	Rockspring
	P501014
	ROCKSPRING DEVELOPMENT, INC.
	WV

	Rockspring
	Pending
	ROCKSPRING DEVELOPMENT, INC.
	WV

	Rockspring
	O503290
	ROCKSPRING DEVELOPMENT, INC.
	WV

	Superior
	S501798
	HIGHLAND MINING COMPANY
	WV

	Superior
	S501798
	HIGHLAND MINING COMPANY
	WV

	Superior
	S501798
	HIGHLAND MINING COMPANY
	WV

	Superior
	U502398
	SPARTAN MINING COMPANY
	WV

	Superior
	U506688
	SPARTAN MINING COMPANY
	WV

	Superior
	U506688
	SPARTAN MINING COMPANY
	WV

	Superior
	U501100
	SPARTAN MINING COMPANY
	WV

	Superior
	U502194
	SPARTAN MINING COMPANY
	WV

	Superior
	O004484
	STIRRAT COAL COMPANY
	WV

	Superior
	O004484
	STIRRAT COAL COMPANY
	WV

	Superior
	S501798
	ROAD FORK DEVELOPMENT COMPANY, INC
	WV

	Superior
	S501798
	ROAD FORK DEVELOPMENT COMPANY, INC
	WV

	Superior
	U502398
	SPARTAN MINING COMPANY
	WV

	Superior
	U506688
	SPARTAN MINING COMPANY
	WV

	Superior
	U501100
	SPARTAN MINING COMPANY
	WV

	Superior
	U502194
	SPARTAN MINING COMPANY
	WV

	Superior
	U502194
	SPARTAN MINING COMPANY
	WV

	Superior
	O004484
	STIRRAT COAL COMPANY
	WV

	Superior
	U501087
	STIRRAT COAL COMPANY
	WV

	Twilight
	S301999
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Twilight
	S502007
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Twilight
	S502007
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Twilight
	S502007
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Twilight
	S502408
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Twilight
	U301695
	PERFORMANCE COAL COMPANY
	WV

	Twilight
	U501295
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Twilight
	O501496
	ELK RUN COAL COMPANY, INC.
	WV

	Twilight
	O507891
	ELK RUN COAL COMPANY, INC.
	WV

	Twilight
	U501198
	ELK RUN COAL COMPANY, INC.
	WV

	Twilight
	S301999
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Twilight
	S500398
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Twilight
	S502396
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Twilight
	U502196
	INDEPENDENCE COAL COMPANY, INC.
	WV

	Twin Star
	S401197
	TWIN STAR MINING, INC. - WV
	WV

	Unassigned
	P500612
	INDEPENDENCE COAL COMPANY, INC.
	WV

	White Flame
	S501501
	WHITE FLAME ENERGY, INC.
	WV

	White Flame
	S502097
	WHITE FLAME ENERGY, INC.
	WV

	Wabash
	39
	WABASH MINE HOLDING COMPANY
	IL

	Wabash
	276
	WABASH MINE HOLDING COMPANY
	IL

	Wabash
	290
	WABASH MINE HOLDING COMPANY
	IL

	Wabash
	158
	WABASH MINE HOLDING COMPANY
	IL

	Wabash
	Prospect
	WABASH MINE HOLDING COMPANY
	IL

	Wabash
	298
	WABASH MINE HOLDING COMPANY
	IL

	Coalgood
	8480322
	HARLAN RECLAMATION SERVICES LLC
	KY

	Coalgood
	8480324
	HARLAN RECLAMATION SERVICES LLC
	KY

	Coalgood
	8480325
	HARLAN RECLAMATION SERVICES LLC
	KY

	Coalgood
	8485533
	HARLAN RECLAMATION SERVICES LLC
	KY

	Coalgood
	8487037
	HARLAN RECLAMATION SERVICES LLC
	KY

	Coalgood
	8487038
	HARLAN RECLAMATION SERVICES LLC
	KY

	Coalgood
	8487039
	HARLAN RECLAMATION SERVICES LLC
	KY

	Coalgood
	8488083
	HARLAN RECLAMATION SERVICES LLC
	KY

	Coalgood
	8488084
	HARLAN RECLAMATION SERVICES LLC
	KY

	Coalgood
	8489031
	HARLAN RECLAMATION SERVICES LLC
	KY

	Coalgood
	8489032
	HARLAN RECLAMATION SERVICES LLC
	KY

	Martin County
	6805012
	MARTIN COUNTY COAL CORPORATION
	KY

	Martin County
	8800014
	MARTIN COUNTY COAL CORPORATION
	KY

	Martin County
	8800062
	MARTIN COUNTY COAL CORPORATION
	KY

	Martin County
	8800207
	MARTIN COUNTY COAL CORPORATION
	KY

	Martin County
	8805179
	MARTIN COUNTY COAL CORPORATION
	KY

	Martin County
	8805182
	MARTIN COUNTY COAL CORPORATION
	KY

	Martin County
	8805188
	PETER CAVE MINING COMPANY
	KY

	Martin County
	8805189
	PETER CAVE MINING COMPANY
	KY

	Martin County
	8805190
	PETER CAVE MINING COMPANY
	KY

	Martin County
	8807000
	MARTIN COUNTY COAL CORPORATION
	KY

	Martin County
	8807002
	MARTIN COUNTY COAL CORPORATION
	KY

	Martin County
	8808008
	PETER CAVE MINING COMPANY
	KY

	Martin County
	8808015
	MARTIN COUNTY COAL CORPORATION
	KY

	Martin County
	8808016
	MARTIN COUNTY COAL CORPORATION
	KY

	Martin County
	8808017
	PETER CAVE MINING COMPANY
	KY

	Roxana
	8675269
	ENTERPRISE MINING COMPANY, LLC
	KY

	Sidney
	2985329
	ISLAND CREEK COAL COMPANY
	KY

	Sidney
	2985332
	ISLAND CREEK COAL COMPANY
	KY

	Sidney
	8365601
	BELFRY COAL CORPORATION
	KY

	Sidney
	8585079
	BELFRY COAL CORPORATION
	KY

	Sidney
	8980573
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8984146
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8984399
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8984400
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8984424
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8984430
	ROAD FORK DEVELOPMENT COMPANY,
	KY

	Sidney
	8985167
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8985736
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8985742
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8985977
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8985986
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8987025
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8987094
	ROAD FORK DEVELOPMENT COMPANY,
	KY

	Sidney
	8988168
	LONG FORK COAL COMPANY
	KY

	Sidney
	8988170
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8989156
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8989159
	LONG FORK COAL COMPANY
	KY

	Coalgood
	8485532
	HARLAN RECLAMATION SERVICES LLC
	KY

	Coalgood
	8485535
	HARLAN RECLAMATION SERVICES LLC
	KY

	Marnti County
	8805187
	MARTIN COUNTY COAL CORPORATION
	KY

	Roxana
	8675272
	ENTERPRISE MINING COMPANY, LLC
	KY

	Roxana
	8675279
	ENTERPRISE MINING COMPANY, LLC
	KY

	Roxana
	8675280
	ENTERPRISE MINING COMPANY, LLC
	KY

	Roxana
	8675282
	ENTERPRISE MINING COMPANY, LLC
	KY

	Sidney
	8984029
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8984194
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8984431
	ROAD FORK DEVELOPMENT COMPANY,
	KY

	Sidney
	8984433
	ROAD FORK DEVELOPMENT COMPANY,
	KY

	Sidney
	8984434
	ROAD FORK DEVELOPMENT COMPANY,
	KY

	Sidney
	8984435
	ROAD FORK DEVELOPMENT COMPANY,
	KY

	Sidney
	8984436
	ROAD FORK DEVELOPMENT COMPANY,
	KY

	Sidney
	8984496
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8985739
	SIDNEY COAL COMPANY, INC.
	KY

	Martin County
	8805175
	MARTIN COUNTY COAL CORPORATION
	KY

	Martin County
	8805186
	MARTIN COUNTY COAL CORPORATION
	KY

	Sidney
	8980835
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8980932
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8984095
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8987082
	SIDNEY COAL COMPANY, INC.
	KY

	Coalgood
	8485536
	HARLAN RECLAMATION SERVICES LLC
	KY

	Martin County
	8800215
	MARTIN COUNTY COAL CORPORATION
	KY

	Martin County
	8805147
	MARTIN COUNTY COAL CORPORATION
	KY

	Martin County
	8805180
	MARTIN COUNTY COAL CORPORATION
	KY

	Martin County
	8807001
	MARTIN COUNTY COAL CORPORATION
	KY

	Martin County
	8808010
	MARTIN COUNTY COAL CORPORATION
	KY

	Rawl
	8984439
	NEW RIDGE MINING COMPANY
	KY

	Roxana
	8675268
	ENTERPRISE MINING COMPANY, LLC
	KY

	Roxana
	8675278
	ENTERPRISE MINING COMPANY, LLC
	KY

	Roxana
	8675283
	ENTERPRISE MINING COMPANY, LLC
	KY

	Sidney
	4985319
	ISLAND CREEK COAL COMPANY
	KY

	Sidney
	6985333
	ISLAND CREEK COAL COMPANY
	KY

	Sidney
	8980639
	ROAD FORK DEVELOPMENT COMPANY,
	KY

	Sidney
	8980914
	ROAD FORK DEVELOPMENT COMPANY,
	KY

	Sidney
	8980915
	ROAD FORK DEVELOPMENT COMPANY,
	KY

	Sidney
	8980947
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8984223
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8984418
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8984432
	ROAD FORK DEVELOPMENT COMPANY,
	KY

	Sidney
	8984437
	LONG FORK COAL COMPANY
	KY

	Sidney
	8985579
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8985646
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8985647
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8985649
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8985735
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8985745
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8985746
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8985751
	SIDNEY COAL COMPANY, INC.
	KY

	Sidney
	8989160
	NEW RIDGE MINING COMPANY
	KY

	Twin Star
	1101960
	TWIN STAR MINING, INC.
	VA

	Twin Star
	1101961
	TWIN STAR MINING, INC.
	VA

	Twin Star
	1101966
	TWIN STAR MINING, INC.
	VA

	Twin Star
	1101967
	TWIN STAR MINING, INC.
	VA

	Twin Star
	1101968
	TWIN STAR MINING, INC.
	VA

	Twin Star
	1101981
	TWIN STAR MINING, INC.
	VA

	Twin Star
	1201969
	TWIN STAR MINING, INC.
	VA

	Twin Star
	1201970
	TWIN STAR MINING, INC.
	VA

	Twin Star
	1201973
	TWIN STAR MINING, INC.
	VA

	Twin Star
	1301956
	TWIN STAR MINING, INC.
	VA

	Twin Star
	1301962
	TWIN STAR MINING, INC.
	VA

	Twin Star
	1801971
	TWIN STAR MINING, INC.
	VA

	TCC
	2475
	TENNESSEE CONSOLIDATED COAL CO.
	TN

	TCC
	2904
	TENNESSEE CONSOLIDATED COAL CO.
	TN

	TCC
	2885
	TENNESSEE CONSOLIDATED COAL CO.
	TN

	TCC
	2664
	TENNESSEE CONSOLIDATED COAL CO.
	TN

	TCC
	2957
	TENNESSEE CONSOLIDATED COAL CO.
	TN

	TCC
	2982
	TENNESSEE CONSOLIDATED COAL CO.
	TN

	TCC
	2725
	TENNESSEE CONSOLIDATED COAL CO.
	TN

	TCC
	2710
	TENNESSEE CONSOLIDATED COAL CO.
	TN

	TCC
	2882297
	TENNESSEE CONSOLIDATED COAL CO.
	TN

	TCC
	82144
	TENNESSEE CONSOLIDATED COAL CO.
	TN

	TCC
	2282293
	TENNESSEE CONSOLIDATED COAL CO.
	TN

	TCC
	82201
	TENNESSEE CONSOLIDATED COAL CO.
	TN

	TCC
	82077
	TENNESSEE CONSOLIDATED COAL CO.
	TN

	TCC
	2883130
	TENNESSEE CONSOLIDATED COAL CO.
	TN

	TCC
	2283116
	TENNESSEE CONSOLIDATED COAL CO.
	TN

	TCC
	82191
	TENNESSEE CONSOLIDATED COAL CO.
	TN








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