AMENDMENT NO.1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

This Amendment No. 1 to Fourth Amended and Restated Credit Agreement, dated as of October 2, 2013 (this “Amendment”), is entered into among ALPHA NATURAL RESOURCES, INC., a Delaware corporation (the “Borrower”), the Revolving Facility Lenders party hereto and Citicorp North America, Inc., a Delaware corporation, in its capacity as administrative agent for the Lenders and as collateral agent for the Secured Parties (in such capacity, the “Administrative Agent”), and amends the Fourth Amended and Restated Credit Agreement dated as of May 22, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) entered into among the Borrower, the Lenders party thereto from time to time, the Issuing Banks party thereto from time to time, the Administrative Agent and the other parties thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

WHEREAS, the Borrower has requested that the Revolving Facility Lenders amend the Credit Agreement to effect the changes below;

WHEREAS, the Revolving Facility Lenders are willing to amend the Credit Agreement to effect the changes below;

NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows:

Section 6.10 shall be amended by deleting it in its entirety and replacing it with the following:

“Permit the Interest Coverage Ratio as of the last day of any fiscal quarter of the Borrower ending on the dates set forth below to be less than the ratio corresponding to such fiscal quarter:

Section 2.    Conditions Precedent to the Effectiveness of this Amendment

This Amendment shall become effective as of the date first written above when, and only when, each of the following conditions precedent shall have been satisfied or waived (the “Amendment No. 1 Effective Date”) by the Administrative Agent:

(a)    Executed Counterparts. The Administrative Agent shall have received this Amendment, duly executed by the Borrower, the Subsidiary Guarantors, the Administrative Agent, the Collateral Agent and the Majority Lenders under the Revolving Facility;

(b)    Lender Fees. All Revolving Facility Lenders who have returned an executed signature page to this Amendment to the Administrative Agent prior to 3:00 P.M. New York City time on October 2, 2013 shall have received a fee equal to 0.25% of their outstanding Revolving Facility Commitments.

(c)    Reimbursement of Expenses. The Borrower shall have paid to the Administrative Agent all reasonable out-of-pocket expenses incurred by the Administrative Agent and invoiced to the Borrower prior to the Amendment No. 1 Effective Date in connection with the preparation, reproduction, execution and delivery of this Amendment (including, without limitation the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, special counsel to the Administrative Agent);

(d)    Representations and Warranties. The representations and warranties set forth in Section 3 of this Amendment shall be true and correct and the Administrative Agent shall have received a certificate to that effect from a Responsible Officer of the Borrower; and

(e)    Opinions of Counsel. The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and each Issuing Bank on the Amendment No. 1 Effective Date, a favorable written opinion of Cleary Gottlieb Steen and Hamilton LLP, special counsel for the Borrower addressed to the Administrative Agent, the Collateral Agent, each Issuing Bank and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent.

Section 3.    Representations and Warranties

On and as of the Amendment No. 1 Effective Date, after giving effect to this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and each Lender as follows:

(a)    this Amendment has been duly authorized, executed and delivered by the Borrower and constitutes the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with its terms, and the Credit Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, in each case, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing;

(b)    each of the representations and warranties contained in Article III (Representations and Warranties) of the Credit Agreement and each other Loan Document is true and correct in all material respects on and as of the Amendment No. 1 Effective Date, as if made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; provided, however, that references therein to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended hereby and after giving effect to the consents and waivers set forth herein; and

(c)    no Default or Event of Default has occurred and is continuing.

Section 4.    Fees and Expenses

The Borrower and each other Loan Party agrees to pay on demand in accordance with the terms of Section 9.05 (Expenses; Indemnity) of the Credit Agreement all reasonable out-of-pocket expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto).

Section 5.    Reference to the Effect on the Loan Documents

(a)    As of the Amendment No. 1 Effective Date, each reference in the Credit Agreement 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 hereby, 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 Lenders, the Borrower or the Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly set forth herein.

(d)    This Amendment is a Loan Document.

Section 6.    Execution in Counterparts

This Amendment may be executed in any number of counterparts and by different parties 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. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 7.    Affirmation of Guarantee and Collateral Agreement and Other Obligations

Each Loan Party (other than the Borrower) hereby consents to the amendments to the Credit Agreement effected hereby, and hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of such Loan Party contained in the Guarantee and Collateral Agreement, or in any other Loan Documents to which it is a party are, and shall remain, in full force and effect and are hereby ratified and confirmed in all respects and the Collateral and the Loan Documents shall continue to secure, guarantee, support and otherwise benefit the Obligations and the of the Borrower and the other Loan Parties under this Agreement and the other Loan Documents.

Section 8.    Governing Law

This Amendment shall be construed in accordance with and governed by the laws of the State of New York.

Section 9.    Section Titles

The section titles contained in this Amendment are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto, except when used to reference a section. Any reference to the number of a clause, sub-clause or subsection of any Loan Document immediately followed by a reference in parenthesis to the title of the section of such Loan Document containing such clause,

sub-clause or subsection is a reference to such clause, sub-clause or subsection and not to the entire section; provided, however, that, in case of direct conflict between the reference to the title and the reference to the number of such section, the reference to the title shall govern absent manifest error. If any reference to the number of a section (but not to any clause, sub-clause or subsection thereof) of any Loan Document is followed immediately by a reference in parenthesis to the title of a section of any Loan Document, the title reference shall govern in case of direct conflict absent manifest error.

Section 10.    Notices

All communications and notices hereunder shall be given as provided in the Credit Agreement.

Section 11.    Severability

The fact that any term or provision of this Agreement is held invalid, illegal or unenforceable as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation or jurisdiction or as applied to any other person.

Section 12.    Successors

The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

Section 13.    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.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

ALPHA NATURAL RESOURCES, INC.,
as the Borrower

By: /s/ Kevin S. Crutchfield

Name: Kevin S. Crutchfield
Title: Chief Executive Officer

By: /s/ Vaughn R. Groves

Name:    Vaughn R. Groves
Title:    Vice President and Secretary

By: /s/ Vaughn R. Groves

Name:    Vaughn R. Groves
Title:    Executive Vice President, General Counsel and Secretary

By: /s/ Vaughn R. Groves

Name:    Vaughn R. Groves
Title:    Executive Vice President and Secretary

By: /s/ Vaughn R. Groves

Name:    Vaughn R. Groves
Title:    Vice President

By: /s/ Vaughn R. Groves

Name:    Vaughn R. Groves
Title:    Vice President and Secretary

By: /s/ Vaughn R. Groves

Name:    Vaughn R. Groves
Title:    Vice President and Secretary

By: /s/ Vaughn R. Groves

Name:    Vaughn R. Groves
Title:    Vice President and Secretary

By: /s/ Vaughn R. Groves

Name:     Vaughn R. Groves
Title:     President, Manager and Secretary

CITICORP NORTH AMERICA, INC.,
as Administrative Agent, Collateral Agent
and Lender

By: /s/ Raymond G. Dunning

Name: Raymond G. Dunning
Title: Vice President

Name of Institution:

Branch Banking and Trust Company,

as a Revolving Facility Lender

By: /s/ Edward Hill

Name: Edward Hill
Title: Senior Vice President

Name of Institution:

Bank of Montreal, Chicago Branch,

as a Revolving Facility Lender

By:    /s/ Yacouba Kane    

Name: Yacouba Kane

Title: Vice President

Name of Institution:

BARCLAYS BANK PLC,

as a Revolving Facility Lender

By:    /s/ Sreedhar R. Kona        

Name: Sreedhar R. Kona

Title: Vice President

Name of Institution:

BANK OF AMERICA, N.A.,

as a Revolving Facility Lender

By:    /s/ Adam H. Fey    

Name: Adam H. Fey

Title: Director

Name of Institution:

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

as a Revolving Facility Lender

By:    /s/ Mike McIntyre        

Name: Mike McIntyre

Title: Director

If two signatures are required:

By:    /s/ Aaron Sansone        

Name: Aaron Sansone

Title: Vice President

Name of Institution:

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as a Revolving Facility Lender

By:    /s/ Marcus M. Tarkington        

Name: Marcus M. Tarkington

Title: Director

If two signatures are required:

By:    /s/ Dasan Lazarov            

Name: Dasan Lazarov

Title: Director

Name of Institution:

GOLDMAN SACHS BANK USA,

as a Revolving Facility Lender

By:    /s/ Mark Walton            

Name: Mark Walton

Title: Authorized Signatory

Name of Institution:

JPMORGAN CHASE BANK, N.A.,

as a Revolving Facility Lender

By:    /s/ Brian Knapp            

Name: Brian Knapp

Title: Vice President

Name of Institution:

MORGAN STANLEY SENIOR FUNDING, INC.,

as a Revolving Facility Lender

By:    /s/ Dmitriy Barskiy            

Name: Dmitriy Barskiy

Title: Vice President

Name of Institution:

PNC BANK, NATIONAL ASSOCIATION,

as a Revolving Facility Lender

By:    /s/ Richard C. Munsick        

Name: Richard C. Munsick

Title: Senior Vice President

Name of Institution:

SUMITOMO MITSUI BANKING CORPORATION,

as a Revolving Facility Lender

By:    /s/ Masaki Sone            

Name: Masaki Sone

Title: General Manager

Name of Institution:

SOVEREIGN BANK, N.A.,

as a Revolving Facility Lender

By:    /s/ William Maag            

Name: William Maag

Title: Senior Vice President

Name of Institution:

UBS LOAN FINANCE LLC,

as a Revolving Facility Lender

By:    /s/ Lana Gifas                

Name: Lana Gifas

Title: Director

If two signatures are required:

By:    /s/ Joseline Fernandes        

Name: Joseline Fernandes

Title: Associate Director

Name of Institution:

U.S. BANK NATIONAL ASSOCIATION,

as a Revolving Facility Lender

By:    /s/ John M. Eyerman            

Name: John M. Eyerman

Title: Vice President

Name of Institution:

UNION BANK, N.A.,

as a Revolving Facility Lender

By:    /s/ Eric Otieno            

Name: Eric Otieno

Title: Vice President

Name of Institution:

WELLS FARGO BANK, N.A.,

as a Revolving Facility Lender

By:    /s/ Trent J. Brendon            

Name: Trent J. Brendon

Title: Vice President