fifthamendment.htm


    Exhibit
10.8

    


    


    


    FIFTH
AMENDMENT AND CONSENT

    


    This
Fifth Amendment and Consent, dated as of October 6, 2008 (this “Amendment”), to that
certain Credit Agreement, dated as of October 26, 2005, among, Alpha NR Holding,
Inc., a Delaware corporation (“Holdings”), Alpha
Natural Resources, LLC, a Delaware limited liability company (the “Borrower”), the
Lenders and Issuing Banks party thereto from time to time, and Citicorp North
America, Inc., as administrative agent (in such capacity, the “Administrative
Agent”) and as collateral agent (in such capacity, the “Collateral Agent”)
for the Lenders and Issuing Banks, as amended by that certain amendment and
consent, dated as of December 22, 2006 (the “First Amendment”),
among Holdings, the Borrower and the Administrative Agent, as further amended by
that certain second amendment and consent, dated as of June 28, 2007 (the “Second Amendment”),
among Holdings, the Borrower and the Administrative Agent, as further amended by
that certain third amendment and joinder agreement, dated as of March 28, 2008
(the “Third
Amendment”), among Alpha Natural Resources, Inc., a Delaware corporation
and the successor by merger to Holdings (“ANR”), the Borrower,
the Administrative Agent and the New Revolving Facility Lenders party thereto,
as further amended by that certain fourth amendment and consent agreement, dated
as of March 31, 2008 (the “Fourth Amendment”),
among ANR, the Borrower, the Administrative Agent and the other Loan Parties
party thereto (collectively, as so amended and as the same may be amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among ANR, the Borrower, the Administrative Agent, the Collateral Agent (solely
with respect to Section 2 hereof) and the other Loan Parties party
hereto.  Capitalized terms used herein but not defined herein are used
as defined in the Credit Agreement.

    


    W1TNESSETH:

    


    WHEREAS,
the Borrower intends to enter into a Permitted Receivables Financing as
contemplated by the Credit Agreement and the other Loan Documents;

    


    WHEREAS,
in connection with the Borrower’s contemplated receivables financing, the
Borrower and ANR have requested that certain amendments be made to the Credit
Agreement as set forth herein;

    


    WHEREAS,
the Lenders signatory to an acknowledgment and consent to amendment in the form
attached as Exhibit A hereto (an “Acknowledgment and Consent
to Amendment”) and the Administrative Agent have agreed to consent to
this Amendment on the terms and subject to the conditions herein
provided.

    


    Now,
THEREFORE, in consideration of the foregoing, the mutual covenants and
obligations herein set forth and other good and valuable consideration, the
adequacy and receipt of which is hereby acknowledged, and in reliance upon the
representations, warranties and


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    covenants
herein contained, the parties hereto, intending to be legally bound, hereby
agree as follows:

    


    Section
1.                      Amendment.

    


    (a)           As
of the Effective Date (as defined below), the Administrative Agent (on behalf of
the Required Lenders), the Borrower, ANR, each other Loan Party and each Lender
signatory to an Acknowledgment and Consent to Amendment hereby agree that the
Credit Agreement shall be amended as set forth in the remaining clauses of this
Section 1.

    


    (i)           Clause
(c) of the definition of “Collateral and Guarantee Requirement” is hereby
amended by inserting the words “(including, without limitation, any Special
Purpose Receivables Subsidiary that ceases to be an Unrestricted Subsidiary as
provided in the final proviso of the definition of “Unrestricted Subsidiary”)”
after the words “in the case of any person that becomes a Domestic Subsidiary
Loan Party after the Closing Date” in the first and second lines
thereof.

    


    (ii)           The
definition of “Domestic Subsidiary Loan Party” or “Subsidiary Loan Party” in
Section 1.01 of the Credit Agreement is hereby amended and restated in its
entirety as follows:

    


    “Domestic Subsidiary Loan
Party” or “Subsidiary Loan
Party” shall mean (A) each Wholly Owned Subsidiary of the Borrower that
is not a Foreign Subsidiary and (B) each Domestic Subsidiary of the Borrower or
the Subsidiaries that guarantees any Indebtedness of the Borrower or any of the
Subsidiaries; provided
that, notwithstanding the foregoing, the terms “Domestic Subsidiary Loan
Party” and “Subsidiary Loan
Party” shall not include any Unrestricted Subsidiary for so long as it
remains an Unrestricted Subsidiary.

    


    (iii)           The
definition of “Receivables Assets” in Section 1.01 of the Credit Agreement is
hereby amended and restated in its entirety as follows:

    


    “Receivables Assets”
shall mean, any Receivable and Related Security from time to time originated,
acquired or otherwise owned by the Borrower or any Subsidiary.

    


    (iv)           The
definition of “Special Purpose Receivables Subsidiary” in Section 1.01 of the
Credit Agreement is hereby amended and restated in its entirety as
follows:

    


    “Special Purpose Receivables
Subsidiary” shall mean a direct or indirect Subsidiary of the Borrower
established in connection with a Permitted Receivables Financing for the
acquisition of Receivables Assets or interests therein, which Subsidiary is
organized in a manner intended to reduce the likelihood that it would be
substantively consolidated with the Borrower or any of the Subsidiaries (other
than Special Purpose Receivables Subsidiaries) in the event the Borrower or any
such Subsidiary becomes subject to a proceeding under the
U.S.  Bankruptcy Code (or other insolvency law).  The board
of directors or other applicable governing body of the Borrower shall designate
any such Subsidiary as a “Special Purpose Receivables Subsidiary” for purposes
of this Agreement and within 3 Business Days of such


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    designation
the Borrower will provide to the Administrative Agent a certified copy of the
resolutions of the Borrower giving effect to such designation and an officers’
certificate certifying, to such officer’s knowledge and belief after consulting
with counsel, that such designated Subsidiary complies with this
definition.

    


    (v)           The
definition of “Subsidiary” in Section 1.01 of the Credit Agreement is hereby
amended and restated in its entirety as follows:

    


    “Subsidiary” shall
mean, unless the context otherwise requires, a subsidiary of the
Borrower.  Notwithstanding the foregoing, the term “Subsidiary” shall not
include any Unrestricted Subsidiary except (i) where the term “Subsidiary” is used
in Sections 3.01, 3.08, 3.09, 3.10 3.12, 3.14, 3.15, 3.19, 5.04, 5.05, 5.06,
5.07, 5.09(g), 5.13 and 6.08(b) and (ii) for the purpose of determining whether
a Default or an Event of Default has occurred under clause (f), (h), (i) or (j)
of Section 7.01, the term “Subsidiary” shall
include any Unrestricted Subsidiary if such Unrestricted Subsidiary was, as of
the last day of the then most recently ended fiscal quarter of the Borrower, a
‘significant subsidiary’ (as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Amendment) of the Borrower; provided, however, that, if it is
necessary to exclude more than one Unrestricted Subsidiary from clause (f), (h),
(i) or (j) of Section 7.01 in order to avoid a Default or an Event of Default
thereunder, all excluded Unrestricted Subsidiaries shall be considered to be a
single consolidated Unrestricted Subsidiary for the purpose of determining
whether the ‘significant subsidiary’ condition specified in clause (ii) above is
satisfied.

    


    (vi)           The
definition of “Unrestricted Subsidiary” in Section 1.01 of the Credit Agreement
is hereby amended and restated in its entirety as follows:

    


    “Unrestricted
Subsidiary” shall mean (i) any person that becomes a subsidiary of the
Borrower as a result of an Investment made on or following December 7, 2006 in
accordance with Section 6.04 (and any existing or subsequently formed or
acquired subsidiary of such person) if (A) such subsidiary does not become a
Wholly Owned Subsidiary of the Borrower as a result of such Investment and (B)
within 10 Business Days of such Investment, the Borrower provides written notice
to the Administrative Agent (x) identifying the person that has become a
subsidiary of the Borrower as a result of such Investment and (y) specifying
that, pursuant to a resolution of the board of directors or other applicable
governing body of the Borrower, such subsidiary shall be deemed to be an
Unrestricted Subsidiary; provided that any such
subsidiary of the Borrower that is an Unrestricted Subsidiary shall cease to be
an Unrestricted Subsidiary, and may not be re-designated as an Unrestricted
Subsidiary, upon receipt by the Administrative Agent of written notice from the
Borrower that from and after such notice such subsidiary shall cease to be an
Unrestricted Subsidiary and (ii) any Subsidiary designated as a Special Purpose
Receivables Subsidiary in accordance with the definition thereof; provided that any such
Special Purpose Receivables Subsidiary of the Borrower that is an Unrestricted
Subsidiary shall, upon the termination of any such Permitted Receivables
Financing (other than as a result of an event of default thereunder unless and
until the obligations thereunder are repaid in fu)l), cease to be an
Unrestricted Subsidiary and may not be re-designated as an Unrestricted
Subsidiary.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           Section
1.01 of the Credit Agreement is hereby amended by adding the following new
definitions (in correct alphabetical order):

    


    “Collections” means,
with respect to any Receivable: (a) all funds that are received by any Loan
Party (or any Affiliate) or a Special Purpose Receivables Subsidiary in payment
of any amounts owed in respect of such Receivable (including purchase price,
finance charges, interest and all other charges), or applied to amounts owed in
respect of such Receivable (including insurance payments and net proceeds of the
sale or other disposition of repossessed goods or other collateral or property
of the related obligor or any other Person directly or indirectly liable for the
payment of such Receivable and available to be applied thereon), (b) all deemed
collections determined pursuant to a Permitted Receivables Financing and (c) all
other proceeds of such Receivable.

    


    “Contract” means, with
respect to any Receivable, any and all contracts, instruments, agreements,
leases, invoices, notes or other writings pursuant to which such Receivable
arises or that evidence such Receivable or under which an obligor becomes or is
obligated to make payment in respect of such Receivable.

    


    “Receivable” means any
indebtedness and other obligations owed to any Loan Party or a Special Purpose
Receivables Subsidiary or any right of a Special Purpose Receivables Subsidiary
or any Loan Party to payment from or on behalf of a purchaser of goods from
Alpha Coal Sales Co., LLC or any right to reimbursement for funds paid or
advanced by a Special Purpose Receivables Subsidiary or any Loan Party on behalf
of a purchaser of goods from Alpha Coal Sales Co., LLC, whether constituting an
account, chattel paper, payment intangible, instrument or general intangible,
however arising (whether or not earned by performance), and includes, without
limitation, the obligation to pay any finance charges, fees and other charges
with respect thereto (it being understood that indebtedness and other
obligations arising from any one transaction, including, without limitation,
indebtedness and other obligations represented by an individual invoice or
agreement, shall constitute a Receivable separate from a Receivable consisting
of the indebtedness and other obligations arising from any other
transaction).

    


    “Related Security”
means, with respect to any Receivable:

    


    (a)           all
of a Special Purpose Receivables Subsidiary and any Loan Party’s interest in any
goods (including returned goods), and documentation of title evidencing the
shipment or storage of any goods (including returned goods), the sale of which
gave rise to such Receivable;

    


    (b)           all
instruments and chattel paper that may evidence such Receivable (and do not
evidence any asset that is not a Receivable);

    


    (c)           all
other security interests or liens and property subject thereto from time to time
purporting to secure payment of such Receivable, whether pursuant to the
Contract related to such Receivable or otherwise, together with all UCC
financing statements or similar filings relating thereto;


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d)           solely
to the extent applicable to such Receivable, the rights interests and claims
under the Contracts and all guaranties, indemnities, insurance and other
agreements or arrangements of whatever character from time to time supporting or
securing payment of such Receivable or otherwise relating to such Receivable,
whether pursuant to the Contract related to such Receivable or otherwise;
and

    


    (e)           all
of a Special Purpose Receivables Subsidiary’s rights, interests and claims under
the Permitted Receivables Documents.

    


    (c)           Section
2.10(d) of the Credit Agreement is hereby amended and restated in its entirety
as follows:

    


    (d)           Any
Lender holding Tranche B Term Loans may elect, on not less than two Business
Days’ prior written notice to the Administrative Agent with respect to any
mandatory prepayment made pursuant to Section 2.11(c) not to have such
prepayment applied to such Lender’s Tranche B Term Loans, in which case, the
full amount not so applied shall be retained by the Borrower.

    


    (d)           Section
5.09(0 of the Credit Agreement is hereby amended and restated in its entirety
follows:

    


    (f)           The
Collateral and Guarantee Requirement and the other provisions of this Section
5.09 need not be satisfied with respect to (i) any Material Real Property held
by any Covenant Loan Party as a lessee under a lease only to the extent that
such lease does not permit the granting of a mortgage or lien thereon and
consent has not been obtained, provided, however that mortgages shall be granted
subject to savings clauses in such cases to the extent such consents are not
obtained; provided, however, the Covenant Loan Parties shall use commercially
reasonable efforts to obtain the consent of the landlord under such lease to the
extent required to grant a Mortgage thereon, (ii) any Equity Interests acquired
after the Closing Date in accordance with this Agreement if, and to the extent
that, and for so long as (A) doing so would violate applicable law or a
contractual obligation binding on such Equity Interests and (B) such law or
obligation existed at the time of the acquisition thereof and was not created or
made binding on such Equity Interests in contemplation of or in connection with
the acquisition of such Subsidiary (provided that the foregoing clause (B) shall
not apply in the case of a joint venture, including a joint venture that is a
Subsidiary but excluding Dominion Terminal Associates and Excelven Pty Limited),
(iii) any assets acquired after the Closing Date, to the extent that, and for so
long as, taking such actions would violate a contractual obligation binding on
such assets that existed at the time of the acquisition thereof and was not
created or made binding on such assets in contemplation or in connection with
the acquisition of such assets (except in the case of assets acquired with
Indebtedness permitted pursuant to Section 6.01(i) that is secured by a Lien
permitted pursuant to Section 6.02(i)), (iv) any asset of a Foreign Subsidiary
if the granting of a Lien on such asset would result in materially adverse tax
or legal consequences to ANR, Inc. and its Subsidiaries (as determined by the
Borrower reasonably and in good faith), (v) any asset of a Foreign Subsidiary if
the Borrower demonstrates to the Collateral Agent and the Collateral Agent
determines (in its reasonable discretion) that the cost of the satisfaction of
the Collateral and Guarantee Requirement of this Section 5.09 with respect
thereto exceeds the value of the


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    security
offered thereby, (vi) any Equity Interests of any Special Purpose Receivables
Subsidiary or (vii) any promissory note made in favor of any Subsidiary Loan
Party by any Special Purpose Receivables Subsidiary with respect to the purchase
price of Receivables from such Subsidiary Loan Party in connection with a
Permitted Receivables Financing; provided that, upon
the reasonable request of the Collateral Agent, the Borrower shall, and shall
cause any applicable Subsidiary Loan Party to, use commercially reasonable
efforts to have waived or eliminated any contractual obligation of the types
described in clauses (ii) and (iii) above, other than those set forth in a joint
venture agreement to which the Borrower or any Subsidiary is a
party.

    


    (e)           Section
5.09 of the Credit Agreement is hereby amended by adding a new subsection (g) as
follows:

    


    (g)           ANR
and the other Loan Parties hereby agree that notwithstanding the existence of
any Permitted Receivables Financing, any and all payments by any Special Purpose
Receivables Subsidiary to, and all proceeds of any Permitted Receivables
Financing payable to, any Loan Party (or to any other Person that is required to
be a Loan Party hereunder) shall be made to and deposited in one or more deposit
or securities accounts subject to the Collateral and Guarantee Requirement set
forth herein, with such deposit or securities accounts subject at all times to
control agreements in favor of, and in form and substance reasonably
satisfactory to, the Collateral Agent.

    


    (f)           Section
6.08 of the Credit Agreement is hereby amended and restated in its entirety as
follows:

    


    SECTION
6.08.  Business of ANR, Inc., the
Borrower and the Subsidiaries.

    


    (a)           Notwithstanding
any other provisions hereof, engage at any time in any business or business
activity other than any business or business activity conducted by it on the
Closing Date and any business or business activities incidental or related
thereto, or any business or activity that is reasonably similar thereto or a
reasonable extension, development or expansion thereof or ancillary thereto,
including (i) the consummation of the Transactions, and (ii) any business or
business activity in the energy and/or mining industries so long as the coal
mining industry shall remain the core business activity of the Loan Parties and
their Subsidiaries, taken as a whole; provided, that ANR,
Inc. shall not (i) acquire Equity Interests in any Person other than the
Borrower or acquire any division of or assets constituting a line of business of
any other Person or engage in any line of business, (ii) create, incur, assume
or permit to exist any Lien on the Equity Interests of the Borrower (other than
Liens in favor of the Collateral Agent and Liens permitted by Section 6.02(d),
(e), (j) or (o)) or (iii) incur any Indebtedness other than its Guarantee of the
obligations under the Facilities, the Senior Note Indenture, the Traveler’s
Documents and other obligations of the Borrower and the Subsidiaries; provided, that ANR,
Inc. may incur Indebtedness if, at the time of incurrence thereof, no Default or
Event of Default would result therefrom and the Covenant Loan Parties are in
compliance on a Pro Forma Basis with the Financial Performance
Covenants.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           Notwithstanding
any other provision of this Agreement, no Subsidiary that is a Special Purpose
Receivables Subsidiary shall engage in any business or business activity other
than a Permitted Receivables Financing.

    


    (g)           Section
6.10(a) of the Credit Agreement is hereby amended and restated in its entirety
as follows:

    


    (a)           During
any fiscal year the Borrower and the Subsidiaries may make Capital Expenditures
so long as the aggregate amount thereof does not exceed (subject to paragraph
(b) below) $200,000,000 in any fiscal year.

    


    (h)           Section
7.01(d) of the Credit Agreement is hereby amended and restated in its entirety
as follows:

    


    (d)           default
shall be made in the due observance or performance by (i) the Borrower or any of
the Subsidiaries of any covenant, condition or agreement contained in Section
5.01(a) (with respect to the Borrower), 5.05(a), 5.08, 5.09(d) or in Article VI,
(ii) ANR, Inc. of any covenant, condition or agreement contained in Section
6.08(a) or 6.14 or (iii) any Special Purpose Receivables Subsidiary of any
covenant, condition or agreement contained in Section 6.08(b);

    


    (i)           Section
9.18 of the Credit Agreement is hereby amended and restated in its entirety as
follows:

    


    SECTION
9.18.  Release of Liens and
Guarantees.  In the event that any Loan Party conveys, sells,
leases, assigns, transfers or otherwise disposes of all or any portion of any of
the Equity Interests or assets of any Subsidiary Loan Party to a person that is
not (and is not required to become) a Loan Party in a transaction not prohibited
by Section 6.05 or Section 6.08, the Administrative Agent and the Collateral
Agent shall promptly (and the Lenders hereby authorize the Administrative Agent
and the Collateral Agent to) take such action and execute any such documents as
may be reasonably requested by ANR, Inc. or the Borrower and at the Borrower’s
expense to release any Liens created by any Loan Document in respect of such
Equity Interests or assets, and, in the case of a disposition of the Equity
Interests or assets of any Subsidiary Loan Party in a transaction permitted by
Section 6.05 and as a result of which such Subsidiary Loan Party would cease to
be a Subsidiary, terminate such Subsidiary Loan Party’s obligations under its
Guarantee.  In addition, the Administrative Agent and the Collateral
Agent agree to take such actions as are reasonably requested by ANR, Inc. or the
Borrower and at the Borrower’s expense to terminate the Liens and security
interests created by the Loan Documents when all the Obligations are paid in
full and all Letters of Credit and Commitments are terminated.  Any
representation, warranty or covenant contained in any Loan Document relating to
any such Equity Interests, asset or subsidiary of the Borrower shall no longer
be deemed to be made once such Equity Interests or asset is so conveyed, sold,
leased, assigned, transferred or disposed of.  In addition, the
Administrative Agent and the Collateral Agent shall promptly (and the Lenders
hereby authorize the Administrative Agent and the Collateral Agent to) take such
action and execute any such documents as may be reasonably requested by ANR,
Inc. or the Borrower (at the Borrower’s expense) to release any Liens created by
any Loan Document in


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    respect
of Collateral constituting Receivables Assets in connection with any Permitted
Receivables Financing.

    


    Section
2.                      Transfer and Release of
Interest in Account.  Notwithstanding Section 5.2(d) of the
Guarantee and Collateral Agreement and the Collateral and Guarantee Requirement
set forth in the Credit Agreement, the Collateral Agent and the Lenders having
executed and delivered an Acknowledgment and Consent to Amendment (such Lenders
constituting the Required Lenders for purposes of the Credit Agreement) hereby
(i) acknowledge that in connection with the Borrower’s contemplated receivables
financing, that certain account number 5801048603, maintained at LaSalle Bank
National Association (the “Lockbox Account”) and
the funds on deposit therein shall be transferred from the Borrower to ANR
Receivables Funding, LLC (the “SPV”) and (ii) agree
that effective immediately upon such transfer from the Borrower to the SPV, the
Collateral Agent (for itself and on behalf of the other Lenders) releases all of
its right, remedies, powers, privileges, title and interest in and to such
Lockbox Account and all amounts on deposit therein and proceeds thereof
(including any investment property acquired with such
proceeds).  Notwithstanding the previous sentence, no transfer of the
Lockbox Account or the funds on deposit therein shall be permitted for any
reason other than in connection with a Permitted Receivables Financing and as
specifically contemplated above, and transfer for any other reason shall be
deemed to be a breach of the covenant in Section 5.2(d) of the Guarantee and
Collateral Agreement.

    


    Section
3.                      Conditions
Precedent.  This Amendment shall become effective as of the
date (the “Effective
Date”) on which each of the following conditions precedent shall have
been satisfied or duly waived:

    


    (a)           Certain
Documents.  The Administrative Agent shall have received each
of the following, in form and substance satisfactory to the Administrative
Agent:

    


    (i)           this
Amendment, duly executed by each of the Borrower and ANR, on behalf of itself
and each other Loan Party, and the Administrative Agent;

    


    (ii)           an
Acknowledgment and Consent to Amendment, in the form set forth hereto as Exhibit A, duly executed by
each of.  the Required Lenders; and

    


    (iii)           such
additional docu mental ion as the Administrative Agent may reasonably
require.

    


    (b)           Payment of Costs and
Expenses.  The Administrative Agent and the Lenders shall have
received payment of all fees, costs and expenses, including, without limitation,
all costs and expenses of the Administrative Agent and the Lenders (including,
without limitation, the reasonable fees and out-of-pocket expenses of counsel
for the Administrative Agent) in connection with this Amendment, the Credit
Agreement and each other Loan Document, as required by Section 5
hereof.

    


    (c)           Representations and
Warranties.  Each of the representations and warranties
contained in Section 4 below shall be true and correct.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    Section
4.                      Representations and
Warranties.  Each of ANR and the Borrower, on behalf of itself
and each Loan Party, hereby represents and warrants to the Administrative Agent
and each Lender, with respect to all Loan Parties, as follows:

    


    (a)           After
giving effect to this Amendment, each of the representations and warranties in
the Credit Agreement and in the other Loan Documents are true and correct in all
material respects (except to the extent that such representation or warranty is
qualified as to materiality, in which case it shall be true and correct in all
respects) on and as of the date hereof as though made on and as of such date,
except to the extent that any such representation or warranty expressly relates
to an earlier date;

    


    (b)           Each
Loan Party has taken all necessary action to authorize the execution, delivery
and performance of this Amendment, this Amendment has been duly executed and
delivered by each Loan Party, and this Amendment is the legal, valid and binding
obligation of each Loan Party, enforceable against it in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors’ rights generally and by general equitable principles;
and

    


    (c)           At
the time of and immediately after giving effect to this Amendment, no Default or
Event of Default has occurred and is continuing.

    


    Section
5.                      Costs and
Expenses.  The Borrower agrees to reimburse the Agents for
their costs and expenses in connection with this Amendment (and any other Loan
Documents delivered in connection herewith) as provided in Section 9.05(a) of
the Credit Agreement.

    


    Section
6.                      Reference to and Effect on
the Loan Documents.

    


    (a)           As
of the Effective Date, each reference in the Credit Agreement and the other Loan
Documents to “this
Agreement,” “hereunder,” “hereof,” “herein,” or words of like
import, and each reference in the other Loan Documents to the Credit Agreement
(including, without limitation, by means of words like “thereunder”, “thereof” and words of like
import), shall mean and be a reference to the Credit Agreement as amended and as
waived hereby with respect to the certain requirements outlined above, and this
Amendment and the Credit Agreement shall be read together and construed as a
single instrument.

    


    (b)           Except
as expressly amended hereby, all of the terms and provisions of the Credit
Agreement and all other Loan Documents are and shall remain in full force and
effect and are hereby ratified and confirmed.

    


    (c)           The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
the Administrative Agent, any Lender or any Issuer under the Credit Agreement or
any Loan Document, or constitute a waiver or amendment of any other provision of
the Credit Agreement or any Loan Document (as amended hereby) except as and to
the extent expressly set forth herein.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    (d)           Each
of ANR, the Borrower and (by its acknowledgement hereof as set forth on the
signature pages hereto) each other Loan Party, hereby confirms that the
guaranties, security interests and liens granted pursuant to the Loan Documents
continue to guarantee and secure the Obligations as set forth in the Loan
Documents and that such guaranties, security interests and liens remain in full
force and effect.

    


    Section
7.                      Counterparts.  This
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.  Receipt by the Administrative Agent of a facsimile
copy of an executed signature page hereof shall constitute receipt by the
Administrative Agents of an executed counterpart of this Amendment.

    


    Section
8.                      Governing
Law.  This Amendment and the rights and obligations of the
parties hereto shall be governed by, and construed and interpreted in accordance
with, the law of the State of New York.

    


    Section
9.                      Loan Document and
Integration.  This Amendment is a Loan Document, and together
with the other Loan Documents, incorporates all negotiations of the parties
hereto with respect to the subject matter hereof and is the final expression and
agreement of the parties hereto with respect to the subject matter
hereof.

    


    Section
10.                    Headings.  Section
headings contained in this Amendment are included herein for convenience of
reference only and shall not constitute a part of this Amendment for any other
purposes.

    


    Section
11.                    Waiver of Jury
Trial.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY
JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT OR ANY OTHER
LOAN DOCUMENT.

    


    [SIGNATURE
PAGES FOLLOW]

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    In
Witness Whereof, the parties hereto have caused this Amendment to be executed by
their respective officers and members thereunto duly authorized, as of the date
indicated above.

    


    
      	
               
      

            	
              ALPHA
      NATURAL RESOURCES, INC.,

            


    

    
      	
               
      

            	
              as
      successor by merger to Holdings

            


    

    


    


    
      	
               
      

            	
              By:

            	
              /s/ Vaughn
      Groves

            	 


    

    
      	
               
      

            	
              Name:  Vaughn
      Groves

            


    

    
      	
               
      

            	
              Title:    Vice
      President

            


    

    


    


    
      	
               
      

            	
              ALPHA
      NATURAL RESOURCES, INC.,

            


    

    
      	
               
      

            	
              as
      Borrower

            


    

    


    


    
      	
               
      

            	
              By:

            	
              /s/ Vaughn
      Groves

            	 


    

    
      	
               
      

            	
              Name:  Vaughn
      Groves

            


    

    
      	
               
      

            	
              Title:    Vice
      President

            


    

    


    


    
      	
               
      

            	
              CITICORP
      NORTH AMERICA, INC.,

            


    

    
      	
               
      

            	
              as
      Administrative Agent

            


    

    


    


    
      	
               
      

            	
              By:

            	
              /s/ Raymond G.
      Dunning

            	 


    

    
      	
               
      

            	
              Name:  Raymond
      G. Dunning

            


    

    
      	
               
      

            	
              Title:    Vice
      President

            


    

    


    


    
      	
               
      

            	
              Solely
      with respect to Section 2 hereof:

            


    

    


    


    
      	
               
      

            	
              CITICORP
      NORTH AMERICA, INC.,

            


    

    
      	
               
      

            	
              as
      Collateral Agent

            


    

    


    


    
      	
               
      

            	
              By:

            	
              /s/ Raymond G.
      Dunning

            	 


    

    
      	
               
      

            	
              Name:  Raymond
      G. Dunning

            


    

    
      	
               
      

            	
              Title:    Vice
      President

            


    

    


    



    
      
        
          
            	 
      	
                    [Signature
      Page – Fifth Amendment and Consent to Credit Agreement]

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    For the
purposes of Section 6(d) hereof, each other Loan Party set forth below hereby
consents to this Amendment and confirms that all guaranties, security interest
and Liens granted by it, and all its other obligations, pursuant to the Loan
Documents (as amended hereby) remain in full force and effect.

    


    ALPHA
COAL SALES CO., LLC

    (a/k/a Metcoal Sales; a/k/a Spectrum
Laboratories)

    ALPHA
NATURAL RESOURCES CAPITAL CORP.

    ALPHA
TERMINAL COMPANY, LLC

    ESPERANZA
COAL CO., LLC

    DICKENSON-RUSSELL
COAL COMPANY, LLC

    DICKENSON-RUSSELL
LAND AND RESERVES, LLC

    MAXXIM
REBUILD CO., LLC

    MAXXIM
CARBON RESOURCES, LLC

    AMFIRE,
LLC

    AMFIRE
HOLDINGS, INC.

    ALPHA
NATURAL RESOURCES SERVICES, LLC

    MAXXIM
SHARED SERVICES, LLC

    AMFIRE
WV, L.P.

    BROOKS
RUN MINING COMPANY, LLC

    COBRA
NATURAL RESOURCES, LLC

    KINGWOOD
MINING COMPANY, LLC

    AMFIRE
MINING COMPANY, LLC

    ENTERPRISE
MINING COMPANY, LLC

    ENTERPRISE
LAND AND RESERVES, INC.

    RIVERSIDE
ENERGY COMPANY, LLC

    SOLOMONS
MINING COMPANY

    BLACK DOG
COAL CORP.

    PARAMONT
COAL COMPANY VIRGINIA, LLC

    MCDOWELL-WYOMING
COAL COMPANY, LLC

    


    


    
      	
               
      

            	
              By:

            	
              /s/ Vaughn
      Groves

            	 


    

    
      	
               
      

            	
              Name:  Vaughn
      Groves

            


    

    
      	
               
      

            	
              Title:    Vice
      President

            


    

    


    



    
      
        
          
            	 
      	
                    [Signature
      Page – Fifth Amendment and Consent to Credit Agreement]

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


    For the
purposes of Section 6(d) hereof, each other Loan Party set forth below hereby
consents to this Amendment and confirms that all guaranties, security interest
and Liens granted by it, and all its other obligations, pursuant to the Loan
Documents (as amended hereby) remain in full force and effect.

    


    HERNDON
PROCESSING COMPANY, LLC

    KEPLER
PROCESSING COMPANY, LLC

    LITWAR
PROCESSING COMPANY, LLC

    PREMIUM
ENERGY, LLC

    BUCHANAN
ENERGY COMPANY, LLC

    CALLAWAY
LAND AND RESERVES, LLC

    NICEWONDER
CONTRACTING, INC.

    TWIN STAR
MINING, INC.

    VIRGINIA
ENERGY COMPANY, LLC

                 (a/k/a
Alpha Virginia Energy Company, LLC)

    PALLADIAN
HOLDINGS, LLC

    PALLADIAN
LIME, LLC

    WHITE
FLAME ENERGY, INC.

    POWERS
SHOP, LLC

    


    


    


    
      	
               
      

            	
              By:

            	
              /s/ Vaughn
      Groves

            	 


    

    
      	
               
      

            	
              Name:  Vaughn
      Groves

            


    

    
      	
               
      

            	
              Title:    Vice
      President

            


    

    


    


    


    


    


    
      	
               
      

            	
              ALPHA
      LAND AND RESERVES, LLC

            


    

    


    


    


    
      	
               
      

            	
              By:

            	
              /s/ Vaughn
      Groves

            	 


    

    
      	
               
      

            	
              Name:  Vaughn
      Groves

            


    

    
      	
               
      

            	
              Title:    President
      and Manager

            


    

    



    
      
        
          
            	 
      	
                    [Signature
      Page – Fifth Amendment and Consent to Credit Agreement]

                  	 
      	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


    Exhibit
A

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Acknowledgement
And Consent to Amendment

    


    
      	
              To:

            	
              CITICORP
      NORTH AMERICA, INC., as Administrative
Agent

            


    

    
      	
               
      

            	
              388
      Greenwich Street

            


    

    
      	
               
      

            	
              New
      York, New York 10013

            


    

    


    Attention:  Mason
McGurrin

    


    RE:  ALPHA
NATURAL RESOURCES, LLC

    


    Reference
is made to Credit Agreement, dated as of October 26, 2005 (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
“Credit
Agreement”), among Alpha NR Holding, Inc., a Delaware corporation (“Holdings”), Alpha
Natural Resources, LLC, a Delaware limited liability company (the “Borrower”), Lenders
and Issuing Banks party thereto from time to time, and Citicorp North America,
Inc., as administrative agent (in such capacity, the “Administrative
Agent”) and as collateral agent for the Lenders and Issuing
Banks.  Capitalized terms used herein but not defined herein are used
as defined in the Credit Agreement.

    


    Alpha
Natural Resources, Inc., a Delaware corporation and the successor by merger to
Holdings and the Borrower have requested that the Lenders consent to an
amendment to the Credit Agreement on the terms described in the Fifth Amendment
and Consent (the “Amendment”), the form
of which is attached hereto.

    


    Pursuant
to Section 9.08 of the Credit Agreement, the undersigned Lender hereby consents
to the terms of the Amendment and authorizes the Administrative Agent to execute
and deliver the Amendment on its behalf.

    


    
      	
               
      

            	
              Very
      truly yours,

            


    

    


    


    


    Name of
Lender

    


    


    
      	
               
      

            	
              By:

            	 


    

    
      	
               
      

            	
              Name:

            


    

    
      	
               
      

            	
              Title:

            


    

    


    


    Dated as
of                                                      ,
2008

    


    



    
      
        
          
            	 
      	
                    [Lender
      Acknowledgment to Fifth Amendment and Consent to Credit
      Agreement]