WAIVER AND AMENDMENT NO. 5 TO SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT

WAIVER AND AMENDMENT No. 5, dated as of March 16, 2016 (this “Amendment”), to that certain Superpriority Secured Debtor-In-Possession Credit Agreement dated as of August 6, 2015 (as previously amended, the “Existing Credit Agreement” and, as so amended hereby, the “Credit Agreement”) among, inter alios, ALPHA NATURAL RESOURCES, INC., a Delaware corporation and a debtor and debtor-in-possession in the Cases (the “Borrower”), the SUBSIDIARY GUARANTORS party thereto from time to time, each a debtor and debtor-in-possession in the Cases, the LENDERS party thereto from time to time, the ISSUING BANKS party thereto from time to time, Citibank, N.A., as Administrative Agent (the “Administrative Agent”) and the other agents party thereto.

“Agreed Chapter 11 Plan” shall mean that certain Chapter 11 Plan filed by the Debtors on the publicly available docket of the Bankruptcy Court on March 7, 2016, as amended or otherwise modified with the consent of the Required Lenders (which consent shall not be unreasonably withheld or delayed).

“ANR Assets” shall mean, collectively, (a) substantially all of the assets of the Loan Parties and the Debtors’ assets not previously the subject of the Bankruptcy

Court-approved sale procedures (see Bankruptcy Court Docket No. 855) and (b) any assets not sold through such Bankruptcy Court-approved procedures.

“Diminution Claim Allowance Settlement” shall mean that certain settlement among the Debtors and the Existing Credit Agreement Lenders to establish a methodology to calculate the Existing Credit Agreement Lenders’ claim for the diminution of the value of their interests in the Pre-Petition Collateral supported by the Senior Lender Adequate Protection Claims (as defined in the DIP Order), which is the subject of the Debtors’ motion filed with the Bankruptcy Court on February 8, 2016 Docket No. 1464.

“PLR Capex” shall have the meaning set forth in Section 6.10(b).

“Unencumbered Assets Settlement” shall mean that certain settlement among the Debtors and the Existing Credit Agreement Lenders with respect to the assets that were unperfected or unencumbered as of the Petition Date with respect to debt under the Existing Credit Agreement, which is the subject of the Debtors’ motion filed with the Bankruptcy Court on February 8, 2016 Docket No. 1464.

“(e) To the extent settlements with the United Mine Workers Association achieving Labor/Benefit Savings shall have not been reached and documents effecting the same executed by all of the relevant parties thereto, prior thereto, by March 28, 2016, the Debtors shall have filed on the publicly available docket of the Bankruptcy Court, a motion pursuant to sections 1113 and 1114

of the Bankruptcy Code, seeking modifications with respect to collective bargaining agreements and retiree benefits, in each case, consistent with and to the extent required by the Agreed Business Plan (the “Labor/Benefit Savings”).”

“(f) On or prior to May 6, 2016 (or if availability of the Bankruptcy Court should require, a date promptly thereafter), the Bankruptcy Court shall commence a hearing on the merits of the Unencumbered Assets Settlement and Diminution Claim Allowance Settlement.”

“(g) On or prior to the later of (x) May 10, 2016 and (y) 50 days after the filing of the motion referred to in clause (e) (above), unless settlements with the United Mine Workers Associations shall have been reached concerning all of the Labor/Benefit Savings, and the Bankruptcy Court shall have entered one or multiple order(s) approving such settlements, the Bankruptcy Court shall have entered orders approving the Labor/Benefit Savings pursuant to sections 1113 and 1114 (as applicable) of the Bankruptcy Code.”

(i)    Clause (h) of Section 5.17 is hereby deleted and replaced with the following:

“(h) On or prior to June 30, 2016, the Bankruptcy Court shall have entered an order, in form and substance reasonably acceptable to the Required Lenders, approving and confirming the Agreed Chapter 11 Plan.”

(j)    A new clause (i) shall be inserted in of Section 5.17, which shall provide:

“(i) On or prior to July 18, 2016, the effective date of the Agreed Chapter 11 Plan shall have occurred.”

(k)    Section 6.10 of the Credit Agreement is hereby amended and restated as follows:

CapitalExpenditures.

(a) Cumulative Capital Expenditures. Make or become legally obligated to make any Capital Expenditure, except for Capital Expenditures in the ordinary course of business not exceeding, in a cumulative amount for the Borrower and its Subsidiaries on a consolidated basis: (i)    for the period from and including the Effective Date to and including October 31, 2015, $136,700,000; and (ii) for each

period from and including November 1, 2015 to and including any date set forth in the table below, the amount set forth in the table below opposite such date.

(b) Cumulative Coal Capital Expenditures. Make or become legally obligated to make any Capital Expenditure, except for Capital Expenditures (excluding PLR Capex) in the ordinary course of business not exceeding, in a cumulative amount for the Borrower and its Subsidiaries on a consolidated basis: (i) for the period from and including February 26, 2016 to and including April 1, 2016, $23,100,000 (in the aggregate), (ii) subject to Section 6.16, for the period from and including February 26, 2016 to and including May 20, 2016, $47,200,000 (in the aggregate) and (iii) for any period ending after May 20, 2016, in the amounts agreed pursuant to Section 6.16.

(c)    Cumulative PLR Capital Expenditures. Make or become legally obligated to make any Capital Expenditure in respect of PLR or its related businesses (“PLR Capex”), except for PLR Capex in the ordinary course of business not exceeding, in a cumulative amount for the Borrower and its Subsidiaries on a consolidated basis: (i) for the period starting from November 1, 2015 and ending on January 8, 2016, $15,000,000 (in the aggregate), (ii) for the period from and including February 26, 2016 to and including April 1, 2016, $3,500,000 (in the aggregate), (ii) subject to Section 6.16, for the period from and including February 26, 2016 to and including May 20, 2016, $12,300,000 (in the aggregate) and (iii) for any period ending after May 20, 2016, in the amounts agreed pursuant to Section 6.16.

Minimum Liquidity. Permit,

(i)    Consolidated Liquidity, as of the close of business on any Business Day during the month of August 2015, September 2015 or October 2015 to be less than (x) in the case of August 2015, $1,280,700,000 (or, if such Business Day is prior to the second borrowing of Term Loans, $1,080,700,000), (y) in the case of September 2015, $1,238,100,000 (or, if such Business Day is prior to the second borrowing of Term Loans, $1,038,100,000) and (z) in the case of October 2015, $1,161,200,000;

(ii)    Consolidated Liquidity, as of the close of business on any Business Day after October 31, 2015 but on or before January 8, 2016, to be less than the amount specified in the table below; or

(iii)    Consolidated Liquidity, as of the close of business on any Business Day from and after March 4, 2016 to be less than the amount specified in the table below; or

(iv) Consolidated Liquidity, as of the close of business on any Business Day following May 20, 2016 to be less than the amount agreed pursuant to Section 6.16.

Additional Provisions in Respect of Financial Covenants. With respect to the covenants set forth in Section 6.10 and 6.14: (a) if on or prior to April 1, 2016, the Borrower (or any of its Subsidiaries) shall have accepted a

stalking horse purchase agreement in respect of a sale of PLR (or its assets and related businesses), the Borrower and Required Lenders shall promptly negotiate in good faith to agree, on or prior to April 4, 2016, adjustments to the amounts set forth in Section 6.10(c) and Section 6.14 that are reflective of the anticipated sale of PLR (and/or its assets and related businesses) and related adjustments to projected PLR Capex and Consolidated Liquidity during such period (such adjustments to apply only to periods ending after April 1, 2016); and (b) the Borrower and Required Lenders shall promptly negotiate in good faith to agree, prior to May 20, 2016, covenant amounts and levels (and the related test periods) applicable to Sections 6.10 and 6.14 in respect of all periods ending after May 20^, 2016, which negotiations shall be based, in part, on the most recent 13-Week Projection having been delivered hereunder. If the Required Lenders and the Borrower shall agree, the “amounts” to be agreed in clause (b) of the preceding sentence may instead be agreed as a formulas or procedures for setting future covenant levels, instead of agreed as absolute amounts. Any such agreed amounts or agreed formulas or procedures pursuant to this Section 6.16, shall be deemed incorporated herein and shall entitle the Agent and Lenders to all rights and remedies provided under this Agreement as if such amounts or agreed formulas or procedures were fully set forth in this Section 6.16 or Sections 6.10 or 6.14 (as applicable). The Borrower and Agent, without the need for consent of any other Person, may agree, from time to time, on a revised form of “Compliance Certificate” to accommodate the requirements of Sections 6.10, 6.14 or 6.16.