Case KRH Doc 2958 Filed 07/06/16 Entered 07/06/16 15:05:56 Desc Main Document Page 1 of 12

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1 Case KRH Doc 2958 Filed 07/06/16 Entered 07/06/16 15:05:56 Desc Main Document Page 1 of 12 IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION ) In re: ) ) ALPHA NATURAL RESOURCES, INC., et al. ) Debtors. ) ) ) Chapter 11 Case No KRH Jointly Administered OBJECTION AND RESERVATION OF RIGHTS OF POCAHONTAS LAND CORPORATION, POCAHONTAS DEVELOPMENT CORPORATION AND NORFOLK SOUTHERN RAILWAY COMPANY TO CURE AMOUNTS PROPOSED IN THE PLAN EXHIBITS TO DEBTORS SECOND AMENDED JOINT PLAN OF REORGANIZATION OF DEBTORS AND DEBTORS IN POSSESSION Pocahontas Land Corporation ( PLC ), Pocahontas Development Corporation ( PDC ) and Norfolk Southern Railway Company ( Norfolk Southern ), by their undersigned counsel, Frost Brown Todd LLC and Christian & Barton, LLP, file this objection and reservation of rights (this Objection and Reservation of Rights ) to the cure amounts proposed in the Notice of Filing Certain Amended Exhibits to Second Amended Joint Plan of Reorganization (Docket No. 2886) (the Plan Exhibits ) in accordance with this Court s Order, Pursuant to Sections 105, 365, and 1123 of the Bankruptcy Code, (I) Establishing Procedures with Respect to the Proposed Assumption, Augustus C. Epps, Jr., Esquire (VSB No ) Michael D. Mueller, Esquire (VSB No ) Jennifer M. McLemore, Esquire (VSB No ) CHRISTIAN & BARTON, LLP 909 East Main Street, Suite 1200 Richmond, Virginia Telephone: (804) Facsimile: (804) Counsel for Pocahontas Land Corporation, Pocahontas Development Corporation, and Norfolk Southern Railway Company Ronald E. Gold, Esquire (Ohio Bar No ) Adam R. Kegley, Esquire (Ky. Bar No ) Paige L. Ellerman, Esquire (Ohio Bar No ) FROST BROWN TODD LLC 3300 Great American Tower 301 East Fourth Street Cincinnati, Ohio Telephone: (513) Facsimile: (513) Counsel for Pocahontas Land Corporation, Pocahontas Development Corporation, and Norfolk Southern Railway Company

2 Case KRH Doc 2958 Filed 07/06/16 Entered 07/06/16 15:05:56 Desc Main Document Page 2 of 12 Assumption and Assignment, and Rejection of Executory Contracts and Unexpired Leases and the Treatment of other Agreements Pursuant to the Debtors Second Amended Joint Plan of Reorganization and Applicable Law and (II) Approving the Form and Manner of Notice Thereof (Docket No. 2840) (the Assumption Procedures Order ). In support of their Objection and Reservation of Rights, PLC, PDC and Norfolk Southern respectfully state: BACKGROUND 1. On August 3, 2015 (the Petition Date ), each of the Debtors 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 (this Court ). 2. Upon information and belief, the Debtors are operating their businesses and managing their properties as debtorsinpossession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 3. PLC and PDC are two of the largest lessors in these chapter 11 cases; as of the Petition Date, the Debtors, PLC and PDC were parties to approximately 400 active leases, contracts and other agreements (collectively, the PLC Leases ). 1 In addition, as of the Petition Date, the Debtors and Norfolk Southern (or its affiliated entities) were parties to certain leases and contracts (collectively, the Norfolk Southern Leases ), certain of which are administered by PLC or PDC as agent for Norfolk Southern. 4. On October 22, 2015, the Debtors filed their Combined Motion for Entry of an (A) Order Establishing Bidding and Sale Procedures for the Potential Sale of Certain Mining Properties and Related Assets and Granting Related Relief and (B) One or More Orders Approving 1 The term PLC Leases shall also refer to any contract or lease between the Debtors and Pocahontas Development Corporation. 2

3 Case KRH Doc 2958 Filed 07/06/16 Entered 07/06/16 15:05:56 Desc Main Document Page 3 of 12 the Sale of Such Properties (Docket No. 707) (the First Bidding Procedures Motion ). The First Bidding Procedures Motion sought, inter alia, approval of the sale of certain mining properties relating to closed and idled mines that (a) are not generating revenue for the Debtors business but (b) impose reclamation, maintenance and other costs on the Debtors estates (the Prior Assets ) and executory contracts and leases associated with the Prior Assets. 5. On November 6, 2015, this Court entered its Order (I) Approving Bidding and Sale Procedures for Certain Mining Properties and Related Assets, (II) Approving the Form and Manner of Notice of the Related Assumption and Assignment of Executory Contracts and Unexpired Leases, and (III) Scheduling an Auction and Sale Hearing (Docket No. 855) (the First Bidding Procedures Order ). 6. On November 23, 2015, the Debtors filed their Notice of (A) Potential Assumption and Assignment of Executory Contracts and Unexpired Leases and (B) Cure Amounts (Docket No. 987) (the First Assumption and Assignment Notice ) In the Prior Assumption and Assignment Notices, the Debtors gave notice of their intent to assume and assign certain of the Debtors unexpired executory contracts and leases associated with certain of the Debtors mining assets and operations identified in the First Bidding Procedures Motion (the Prior Potentially Assigned Agreements ), including certain of the PLC Leases and certain of the Norfolk Southern Leases. 8. On January 11, 2016, PLC, PDC and Norfolk Southern filed their Objection and Reservation of Rights of Pocahontas Land Corporation, Pocahontas Development Corporation and 2 As amended by the Second Notice of (A) Potential Assumption and Assignment of Executory Contracts and Unexpired Leases and (B) Cure Amounts [Docket No. 1081] and the Third Notice of (A) Potential Assumption and Assignment of Executory Contracts and Unexpired Leases and (B) Cure Amounts [Docket No. 1136] (collectively with the Prior Assumption and Assignment Notice, the Prior Assumption and Assignment Notices ). 3

4 Case KRH Doc 2958 Filed 07/06/16 Entered 07/06/16 15:05:56 Desc Main Document Page 4 of 12 Norfolk Southern Railway Company to Debtors Notices of Potential Assumption and Assignment of Executory Contracts and Unexpired Leases and Cure Amounts (the First PLC Cure Objection ) (Docket No. 1243) because, among other things, PLC, PDC and Norfolk Southern were unable to accurately identify the Prior Potentially Assigned Agreements in the Prior Assumption and Assignment Notices On January 20, 2016, PLC, PDC and Norfolk Southern filed their Objection and Reservation of Rights of Pocahontas Land Corporation, Pocahontas Development Corporation and Norfolk Southern Railway Company to Debtors Combined Motion for Entry of (A) An Order Establishing Bidding and Sale Procedures for the Potential Sale of Certain Mining Properties and Related Assets and Granting Related Relief and (B) One or More Orders Approving the Sale of such Properties (the First PLC Sale Objection ) (Docket No. 1328). 10. On February 8, 2016, the Debtors filed the their Omnibus Motion for Entry of: (I) An Order Establishing Bidding and Sale Procedures for the Potential Sale of Certain Mining Properties and Related Assets; (II) One or More Orders Approving the Sale of Such Assets; (III) An Order Approving Settlements Related to Unencumbered Assets and the PrePetition Lenders' Diminution Claims; and (IV) An Order Approving Amendments to Certain Case Milestones in Connection with the DIP Credit Agreement (Docket No. 1464) (the Second Bidding Procedures Motion ). By the Second Bidding Procedures Motion, the Debtors sought approval, inter alia, of procedures regarding: (a) the potential sale or sales of certain of the Debtors assets (the Reserve Price Assets and the Remaining Assets as defined in the Second Bidding Procedures Motion) previously not included in the Prior Assets; (b) the potential assumption and assignment of certain 3 The Prior Assumption and Assignment Notices only identified the Prior Potentially Assigned Agreements by. 4

5 Case KRH Doc 2958 Filed 07/06/16 Entered 07/06/16 15:05:56 Desc Main Document Page 5 of 12 of the Debtors unexpired executory leases associated with the Reserve Price Assets; and (c) the resolution of issues regarding the payment of any cure amounts in connection with the potential assumption and assignment of the Debtors unexpired executory leases and contracts. 11. On February 19, 2016, PLC, PDC and Norfolk Southern filed their Objection of Pocahontas Land Corporation, Pocahontas Development Corporation and Norfolk Southern Railway Company to Debtors Omnibus Motion for Entry of: (I) An Order Establishing Bidding and Sale Procedures for the Potential Sale of Certain Mining Properties and Related Assets; (II) One or More Orders Approving the Sale of Such Assets; (III) An Order Approving Settlements Related to Unencumbered Assets and the PrePetition Lenders' Diminution Claims; and (IV) An Order Approving Amendments to Certain Case Milestones in Connection with the DIP Credit Agreement (Docket No. 1580) (the Second Bidding Procedures Objection ). 12. This Court entered its Second Order Establishing Bidding and Sale Procedures for the Potential Sale of Certain Mining Properties and Related Assets on March 11, 2016 (Docket No. 1754) (the Second Bidding Procedures Order ). 13. On February 28, 2016, the Debtors filed their Third Omnibus Motion of the Debtors for an Order (I) Authorizing Them to (A) Reject Certain Unexpired Leases of Nonresidential Real Property and (B) Assume Certain Unexpired Leases of Nonresidential Real Property, (II) Extending the Deadline to Assume or Reject Certain Unexpired Leases of Nonresidential Real Property and (III) Granting Related Relief (Docket No. 1646) (the Third Omnibus Motion ). 14. In the Third Omnibus Motion, the Debtors gave notice of their intent to assume and assign or reject certain of the Debtors unexpired executory contracts and leases associated with certain of the Debtors mining assets and operations (the Unexpired Leases as defined in 5

6 Case KRH Doc 2958 Filed 07/06/16 Entered 07/06/16 15:05:56 Desc Main Document Page 6 of 12 the Third Omnibus Motion), including certain of the PLC Leases and the Norfolk Southern Leases. The Third Omnibus Motion also identified the amounts the Debtors asserted as being required to cure any obligations to PLC, PDC and Norfolk Southern as a condition of the assumption and assignment of the PLC Leases and the Norfolk Southern Leases to be assumed and assigned among the Unexpired Leases (the Cure Amount as defined in the Third Omnibus Motion) On March 18, 2016, the Debtors filed their Notice of (A) Potential Assumption and Assignment of Executory Contracts and Unexpired Leases and (B) Cure Amounts (Docket No. 1811) (the Second Assumption and Assignment Notice ) by which the Debtors gave notice of the potential assumption and assignment of certain leases and executory contracts (the Potentially Assigned Agreements as defined in the Assumption and Assignment Notice) pursuant to the Second Bidding Procedures Order. The Second Assumption and Assignment Notice also identified the amounts the Debtors assert as being required to cure any obligations to PLC and Norfolk Southern as a condition to the assumption and assignment of the PLC Leases and the Norfolk Southern Leases listed among the Potentially Assigned Agreements (the as defined in the Assumption and Assignment Notice). 16. On April 5, 2016, PLC, PDC and Norfolk Southern filed their Objection and Reservation of Rights of Pocahontas Land Corporation, Pocahontas Development Corporation and Norfolk Southern Railway Company to Debtors Third Omnibus Motion of the Debtors for an Order (I) Authorizing Them to (A) Reject Certain Unexpired Leases of Nonresidential Real 4 The Third Omnibus Motion was subsequently amended by the Debtors Notice of Amendment of Schedules of Nonresidential Real Property Leases [Docket No. 1804]; Notice of Amendment of Schedules of Nonresidential Real Property Leases [Docket No. 1805]; and Notice of Amendment of Schedules of Nonresidential Real Property Leases [Docket No. 1808] (collectively, the Amendments ). The Amendments do not affect the PLC Leases, the PDC Leases or the Norfolk Southern Leases. 6

7 Case KRH Doc 2958 Filed 07/06/16 Entered 07/06/16 15:05:56 Desc Main Document Page 7 of 12 Property and (B) Assume Certain Unexpired Leases of Nonresidential Real Property, (II) Extending the Deadline to Assume or Reject Certain Unexpired Leases of Nonresidential Real Property and (III) Granting Related Relief (Docket No. 1921) (the Third Omnibus Motion Objection ). 17. The Assumption and Assignment Notice established a separate objection deadline of April 15, 2016 for any lease or contract scheduled exclusively on the Assumption and Assignment Notice. On April 14, 2016, PLC, PDC, and Norfolk Southern filed their Objection and Reservation of Rights of Pocahontas Land Corporation, Pocahontas Development Corporation and Norfolk Southern Railway Company to Debtors Notice of (A) Potential Assumption and Assignment of Executory Contracts and Unexpired Leases and (B) Cure Amounts (Docket No. 2093) (the Second PLC Cure Objection ). 18. On April 14, 2016, PLC, PDC and Norfolk Southern filed their Objection and Reservation of Rights of Pocahontas Land Corporation, Pocahontas Development Corporation, and Norfolk Southern Railway Company to Debtors Omnibus Motion for Entry of: (I) An Order Establishing Bidding and Sale Procedures for the Potential Sale of Certain Mining Properties and Related Assets; (II) One or More Orders Approving the Sale of Such Assets; (III) An Order Approving Settlements Related to Unencumbered Assets and the PrePetition Lenders' Diminution Claims; and (IV) An Order Approving Amendments to Certain Case Milestones in Connection with the DIP Credit Agreement (Docket No. 2095) (the Second PLC Sale Objection ). 19. On May 25, 2016, the Debtors filed their Second Amended Joint Plan of Reorganization of the Debtors and Debtors in Possession (Docket No. 2527) (the Second Amended Plan ). The Second Amended Plan provides for the assumption, assumption and assignment, or rejection of certain of the Debtors executory contracts and unexpired leases identified in certain exhibits to be attached to the Second Amended Plan. 7

8 Case KRH Doc 2958 Filed 07/06/16 Entered 07/06/16 15:05:56 Desc Main Document Page 8 of On June 29, 2016, PLC, PDC and Norfolk Southern filed their Reservation of Rights of Pocahontas Land Corporation, Pocahontas Development Corporation and Norfolk Southern Railway Company with Respect to Confirmation of the Debtors Second Joint Plan of Reorganization (Docket No. 2866). 21. On June 29, 2016, this Court entered the Assumption Procedures Order, which provides that any objections to the cure amounts proposed in the Plan Exhibits must be filed within ten (10) days after service of notice to the affected counterparties of the Debtors unexpired leases and executory contracts. 22. On June 30, 2016, the Debtors filed the Plan Exhibits. The Plan Exhibits identify the amounts the Debtors assert as being required to cure any obligations to PLC, PDC and Norfolk Southern as a condition to the assumption or the assumption and assignment of the PLC Leases and the Norfolk Southern Leases identified in the Plan Exhibits. OBJECTION 23. PLC, PDC and Norfolk Southern object to the Plan Exhibits pursuant to the Assumption Procedures Order for the reasons set forth in the First PLC Cure Objection, the Second PLC Cure Objection, and the Third Omnibus Motion Objection. In so doing, PLC, PDC and Norfolk Southern fully restate and reincorporate by reference the First PLC Cure Objection, the Second PLC Cure Objection, and the Third Omnibus Motion Objection as if fully rewritten in this Objection and Reservation of Rights. 24. PLC, PDC and Norfolk Southern hereby supplement the PLC Cure Amount, as defined in the First PLC Cure Objection, the Second PLC Cure Objection, and the Third Omnibus Motion Objection to include all outstanding amounts due and owing under the PLC Leases. The PLC Cure Amount is hereby amended to the aggregate amount of not less than $2,253, as of 8

9 Case KRH Doc 2958 Filed 07/06/16 Entered 07/06/16 15:05:56 Desc Main Document Page 9 of 12 the date of this Objection and Reservation of Rights. Attached as is a schedule setting forth: (a) all PLC Leases; (b) the Debtors proposed cure amount in the Plan Exhibits; and (c) the PLC Cure Amount. 25. PLC, PDC and Norfolk Southern hereby supplement the Norfolk Southern Cure Amount, as defined in the First PLC Cure Objection, the Second PLC Cure Objection, and the Third Omnibus Motion Objection to include all outstanding amounts due and owing under the Norfolk Southern Leases. The Norfolk Southern Cure Amount is hereby amended to the aggregate amount of not less than $2,217, as of the date of this Objection and Reservation of Rights. Attached as Exhibit B is a schedule setting forth: (a) the Norfolk Southern Leases; (b) the Debtors Proposed Norfolk Southern Cure Amount; and (c) the Norfolk Southern Cure Amount. RESERVATION OF RIGHTS 26. Nothing in this Objection and Reservation of Rights is intended to be, or should be construed as, a waiver by PLC, PDC or Norfolk Southern of any of their rights under any of the PLC Leases, the Norfolk Southern Leases, the Bankruptcy Code, or applicable law. PLC, PDC and Norfolk Southern expressly reserve all such rights, including, without limitation, the right to: (a) supplement and/or amend this Objection and Reservation of Rights and to assert any additional objections with respect to any proposed assumption and assignment of the PLC Leases or the Norfolk Southern Leases on any and all grounds; (b) amend the PLC Cure Amount or the Norfolk Southern Amount; (c) assert any and all additional objections with the and amend or supplement any objections thereto; (d) assert any nonmonetary defaults under the PLC Leases or the Norfolk Southern Leases; (e) assert any rights for indemnification or contribution against the Debtors arising under the PLC Leases or the Norfolk Southern Leases; and (f) assert any additional 9

10 Case KRH Doc 2958 Filed 07/06/16 Entered 07/06/16 15:05:56 Desc Main Document Page 10 of 12 objections to the assumption and assignment of the PLC Leases or the Norfolk Southern Leases to a proposed purchaser of the assets. WHEREFORE, PLC, PDC and Norfolk Southern respectfully request that this Court (a) sustain this Objection and Reservation of Rights and (b) grant PLC, PDC and Norfolk Southern such other and further relief as this Court deems just and appropriate under the circumstances. Dated: July 6, 2016 POCAHONTAS LAND CORPORATION, POCAHONTAS DEVELOPMENT CORPORATION and NORFOLK SOUTHERN RAILWAY COMPANY By: s/ Augustus C. Epps, Jr. Augustus C. Epps, Jr., Esquire (VSB No ) 909 East Main Street, Suite 1200 Richmond, Virginia Telephone: (804) Facsimile: (804) and Ronald E. Gold, Esq. (Ohio Bar No ) Adam R. Kegley, Esq. (Ky. Bar No ) Paige L. Ellerman, Esq. (Ohio Bar No ) FROST BROWN TODD LLC 3300 Great American Tower 301 East Fourth Street Cincinnati, Ohio Telephone: (513) Facsimile: (513) Counsel for Pocahontas Land Corporation, Pocahontas Development Corporation and Norfolk Southern Railway Company 10

11 Case KRH Doc 2958 Filed 07/06/16 Entered 07/06/16 15:05:56 Desc Main Document Page 11 of 12 CERTIFICATE OF SERVICE I hereby certify that on the 6th day of July, 2016, I caused a copy of the foregoing to be served by electronic means through the ECF system and that on July 7, 2016 a copy will be mailed to the following and any other parties entitled to notice under the case management procedures approved by the Order Establishing Certain Third Omnibus Motion, Case Management and Administrative Procedures (Docket No. 111). Alpha Natural Resources Inc. One Alpha Place P.O. Box Bristol, Virginia Jeffrey B. Ellman, Esquire Jones Day 1420 Peachtree St. NE, Suite 800 Atlanta, Georgia Evan R. Fleck, Esquire and Eric K. Stodola, Esquire Milbank, Tweed, Hadley & McCloy LLP 28 Liberty Street New York, New York Damian S. Schaible, Esquire Damon P. Meyer, Esquire Davis Polk & Wardwell LLP 450 Lexington Avenue, New York, New York Paul M. Basta, Esquire Stephen E. Hessler, Esquire Brian E. Schartz Esquire Kirkland & Ellis LLP 601 Lexington Ave. New York, New York, Carl E. Black, Esquire Jones Day North Point 901 Lakeside Avenue Cleveland Ohio Tyler P. Brown, Esquire Hunton & Williams LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia William A Gray, Esquire Sands Anderson PC P.O. Box 1998 Richmond, Virginia Dion W. Hayes, Esquire Sarah B. Boehm, Esquire K. Elizabeth Sieg, Esquire McGuireWoods LLP, Gateway Plaza 800 East Canal Street Richmond, Virginia Michael A. Condyles, Esquire Kutak Rock LLP 1111 East Main Street, Suite 800 Richmond, Virginia /s/ Augustus C. Epps, Jr. Augustus C. Epps, Jr. 11

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13 Case KRH Doc Alpha Filed Land and 07/06/16 Reserves, LLC Entered 07/06/16 15:05:56 Desc Exhibit(s) Exhibit Case No A Page 1 of 65 GuyandottePocahontas Leasehold Date of Execution Type of Agreement Description of Agreement Assumed or Rejected Proposed in Proof of Claim 4/22/1993 Deed of Easement Deed between PLC and WVDOTDOH for easement over of an acre to construct a bridge; and temporary construction easement over of an acre Proposed Assumption $ $ $ 9/19/1994 Letter Letter Agreement between Consol and PLC whereby PLC will pay to Consol $0.50 per net ton for all coal mined from the Fire Creek Seam (released by Consol) in excess of 1.5 million net tons Proposed Assumption $ $ $ 9/28/1994 Lease Proposed Assumption $ $ 227, $ 134, ALR /28/1994 Agreement Guarantee Agreement between American Metals and Coal International, Inc. (AMCI) whereby AMCI guarantees the performance of GuyandottePocahontas under the 9/28/1994 lease Proposed Assumption $ $ $ 10/12/1994 Deed Deed between PLC and Essie and Connie Ramsey, with Consol and GuyandottePocahontas joining, whereby the surface of 0.51 of an acre is conveyed to Essie and Connie Ramsey Proposed Assumption $ $ $ 10/20/1994 Deed of Easement Deed and Deed of Easement between PLC and RavencliffMcGrawsSaulsville PSD, with Consol and Guyandotte Pocahontas joining, conveying the surface of 0.31 of an acre; and 22,700 feet easement for water distribution system Proposed Assumption $ $ $ 11/10/1994 Deed of Easement Deed to WVDOTDOH, with GuyandottePocahontas joining, conveying easement over 0.10 of an acre to construct a new bridge; and the right to use the surface of 0.10 of an acre for a tem. const. easement. Proposed Assumption $ $ $ 3/14/1995 Deed of Easement Deed between PLC and WVDOTDOH, with Consol and GuyandottePocahontas joining, conveying an easement over 0.57 of an acre to construct a new bridge Proposed Assumption $ $ $ 7/21/1995 Letter Letter Agreement (retroactive to 2/1/1995) by which PLC consents to the sublease of a portion of the reserves to Riverside Energy, Inc., as shown on attached Exhibits A, B and C Proposed Assumption $ $ $ 1/22/1996 Deed Deed between PLC and BlackwellCanterbury Properties, with Consol and GuyandottePocahontas joining, conveying the surface only of 2.04 acres Proposed Assumption $ $ $ 5/6/1996 Deed Deed between PLC and Trustees of Sweet Divine Baptist Church, conveying the surface of 2.04 acres Proposed Assumption $ $ $ 7/1/1996 Deed Deed between PLC and The Board of Education of the County of Wyoming, with Consol and GuyandottePocahontas joining, conveying the surface of acres Proposed Assumption $ $ $ 12/2/1996 Deed Deed between PLC and Norman Larry and Catheryn Lea Hylton, with Consol and GuyandottePocahontas joining, conveying the surface of 2.39 acres Proposed Assumption $ $ $ 9/8/1997 Deed of Easement Deed between PLC and WVDOTDOH, with Consol and GuyandottePocahontas joining, conveying an easement over 5.44 acres to construct and upgrade highway Proposed Assumption $ $ $ 10/10/1997 Royalty Letter modifying royalty rate to $1.00/NT of coal produced at the Still Run No. 2 Mine, effective 10/1/1997. No expiration date shown. Proposed Assumption $ $ $ 5/8/1998 Deed of Easement Deed to WVDOTDOH, with Consol and GuyandottePocahontas joining, conveying easement over 0.16 of an acre to construct a bridge & upgrade highway; & right to use surface of 1.15 acres for a temp. const. easement Proposed Assumption $ $ $ 10/6/1998 Deed of Easement Deed to WVDOTDOH for easement across the surface of of an acre, to construct a bridge and upgrade the highway known as Public Road WV Route No. 10/13; and the right to use surface of of an acre for a temporary construction easement Proposed Assumption $ $ $ 1/20/1999 Deed of Easement Deed between PLC and WVDOTDOH,eff. 3/14/1995, with Consol and GuyandottePocahontas joining, conveying easement to construct new bridge and upgrade highway Proposed Assumption $ $ $

14 Case KRH Doc Alpha Filed Land and 07/06/16 Reserves, LLC Entered 07/06/16 15:05:56 Desc Exhibit(s) Exhibit Case No A Page 2 of 65 GuyandottePocahontas Leasehold Date of Execution Type of Agreement Description of Agreement Assumed or Rejected Proposed in Proof of Claim 2/3/1999 Royalty Letter by which the temporary royalty modification for the Still Run No. 1 Mine, as stated in 4/2/1997 letter, is terminated effective 1/1/1999 and reverts to the original royalty rates in the 9/28/1994 lease Proposed Assumption $ $ $ 3/12/1999 Deed Deed between PLC and Guyandotte Pocahontas Energy, Inc. conveying all the coal of the Pocahontas No. 6 Seam and seams above within acres Proposed Assumption $ $ $ 5/14/1999 Royalty Letter modifying the royalty rate for the Sioux Pocahontas No. 6 Seam mine area to $.75/ton effective immediately Proposed Assumption $ $ $ 7/13/1999 Deed of Easement Deed to WVDOTDOH conveying easement over of an acre to construct a bridge and upgrade highway; and the right to use of an acre for a temp. const. easement, in leasehold of GuyandottePocahontas Energy and Redbank Mining Proposed Assumption $ $ $ 7/22/1999 Right of Way Right of Way Agreement to Joseph A. and Rebecca M. Zupanick granting a nonexclusive easement of right of way across an existing access road for the purpose of ingress and egress to their residence Proposed Assumption $ $ $ 11/12/1999 Deed Deed between PLC and BlackwellCenterbury Properties, with Consol and GuyandottePocahontas joining, conveying the surface of 0.97 of an acre Proposed Assumption $ $ $ 1/1/2000 Assignment Assignment and Consent Agreement, among C. E. Richner, Boyd O & G, Inc. and PLC, whereby Richner assigns to Boyd the January 1, 2000 lease, and PLC consents to the assignment Proposed Assumption $ $ $ 1/1/2000 Lease Lease to C. E. Richner for surface Proposed Assumption $ $ $ 1/17/2000 Deed Deed between PLC and WVDOTDOH, with Consol and GuyandottePocahontas joining, conveying the surface of 1.20 acres to construct a maintenance building Proposed Assumption $ $ $ 4/26/2000 Deed Deed between PLC and Trustees of Christian Fellowship Assembly Church, conveying the surface of 3.30 acres Proposed Assumption $ $ $ 9/15/2000 Deed Deed between PLC and Joseph P. and Ana M. Lusk, with GuyandottePocahontas joining, conveying the surface of acres Proposed Assumption $ $ $ 1/23/2001 Royalty Letter Agreement dated 1/23/2001 between Consol and PLC whereby Consol reduces the royalty from $.50 to $.25 per ton effective 1/1/2001 for the Fire Creek Seam for the Jim's Branch No. 1 Mine only Proposed Assumption $ $ $ 3/5/2001 Royalty Letter reducing the royalty rate for the Jims Branch No. 1 Mine in the Fire Creek Seam only by $0.50/ton for the period beginning 1/1/2001 and in effect for all remaining reseves recovered from Jims Branch No. 1 Mine Proposed Assumption $ $ $ 4/19/2001 Tolls PLC letter to Herndon Proc. Co. approving transportation of coal from lands of others across PLC lands (in Guyandotte Pocahontas & Redbank leaseholds) & waiving wheelage Proposed Assumption $ $ $ 10/28/2002 Deed of Easement Deed of Easement to Eddie Charles Vance and Beulah F. Goode Vance for a permanent nonexclusive easement for an access road upon two parcels of surface Proposed Assumption $ $ $ 1/29/2003 Royalty Letter reducing the existing royalty rate (5% gsp) by $1.00/ton, effective 1/1/2003 and until all mineable coal is recovered from the Still Run No. 9 Mine with a maximum of 250,000 tons Proposed Assumption $ $ $ 2/6/2003 Lease Consent among PLC, GuyandottePocahontas and Alpha Land and Reserves, whereby PLC consents to the merger of GuyandottePocahontas into Alpha Land and Reserves Proposed Assumption $ $ $ 2/20/2003 Agreement Guarantee and Release Agreement, between Alpha Natural Resources and PLC, whereby AMCI is released from the 9/28/1994 Guarantee Agreement; and Alpha Natural Resources guarantees Alpha Land and Reserves' performance Proposed Assumption $ $ $ 7/7/2004 Right of Way Right of Way Agreement to Penn Virginia Oil & Gas for an easement 33' wide and 27,500' long to construct a 12" gas pipeline Proposed Assumption $ $ $ 7/28/2004 Deed Deed among, PLC, Bluefield Timber and Rhonda C. Blankenship, with Consol and Alpha Land and Reserves joining, conveying the surface of 1.18 acres Proposed Assumption $ $ $

15 Case KRH Doc Alpha Filed Land and 07/06/16 Reserves, LLC Entered 07/06/16 15:05:56 Desc Exhibit(s) Exhibit Case No A Page 3 of 65 GuyandottePocahontas Leasehold Date of Execution Type of Agreement Description of Agreement Assumed or Rejected Proposed in Proof of Claim 8/8/2006 Renewal Renewal and Supplemental Lease, between PLC and Bradford Stone, Inc., renewing the 06/15/1977 lease through 06/14/2012; and expanding the lease area an additional 25 acres Proposed Assumption $ $ $ 8/2/2007 Royalty Letter reducing royalty rate from 5% to 3.5% on coal mined from Still Run #7 Mine beginning 7/1/2007 and continuing through the remainder of the life of the mine Proposed Assumption $ $ $ 7/30/2009 Consent Consent to Leasehold Mortgage and Assignment whereby PLC consents to the leasehold mortgage of certain leaseholds, including the 9/28/1994 lease Proposed Assumption $ $ $ 10/30/2009 Deed Effective 5/7/2008 / Conveys surface to Town of Pineville to be utilized as a potable water tank site, along with the right to construct a pipeline for a water distribution system on 0.01 of an acre Proposed Assumption $ $ $ 1/1/2010 Assignment Assignment and Consent Agreement, among C. E. Richner, Boyd O & G, Inc. and PLC, whereby Richner assigns to Boyd the January 1, 2000 lease, and PLC consents to the assignment Proposed Assumption $ $ $ 2/26/2010 Deed Deed and Deed of Easement conveying surface of 1.70 acres to RavencliffMcGrawsSaulsville PSD to construct a water tank site and related facilities, along with 8 permanent waterline easements on 1.38 acres and a temporary construction easement Proposed Assumption $ $ $ 10/13/2010 Deed of Easement Deed of Easement granting Eastern Wyoming PSD easement for a water pipeline Proposed Assumption $ $ $ 10/10/2011 Right of Way ROW to Vitruvian Exploration, LLC granting easement 33' wide and 8,375' long for a 6inch pipeline Proposed Assumption $ $ $ 11/11/2011 Assignment PLC consents to assignment by Vitruivan Exploration, LLC of the 10/10/2011 ROW to GeoMet, Inc. Proposed Assumption $ $ $ 1/1/2013 Amendment Amends and modifies the NSRC 12/31/1975 (of 0.06 of an acre) lease to extend the term by three additional fiveyear terms, through 12/31/2027 Proposed Assumption $ $ $ 1/1/2014 Assignment Assign., BOS & Conveyance, State of West Virginia, County of Wyoming, assigning to ARP Mountaineer Production, LLC the ROW dated 10/10/2011. Recorded 5/15/2014; 571/536. In Consol Mining Company's lshld & Alpha's Guyandotte Pocahontas lshld. Proposed Assumption $ $ $ Consent to Assign to ARP Mountaineer Prod. LLC: 11/1/2003 Surface Lse; 7/7/2006 Surface Lse; 10/17/2006 ROW; 4/28/2014 Consent 12/1/2006 ROW; 10/21/2011 (eff. 8/31/2007) Horiz. Drill., Nonsurface Use Coalbed Methane Lse; and 10/10/2011 ROW (See doc. for details.) Proposed Assumption $ $ $ Alpha Land and Reserves, LLC's letter notifying PLC that the 9/28/1994 lease (between PLC and Guyandotte 8/7/2014 Renewal Pocahontas Energy, Inc.) will be renewed for an additional ten years, for the period beginning 9/28/2014 and ending 9/27/2024 Proposed Assumption $ $ $ 12/15/2014 Letter Alpha's letter advising production at Still Run Mine No. 3 will be stopping 12/17/2014 in the Pocahontas No. 6 Seam due to market conditions and they anticipate the closure will be permanent or at least for the foreseeable future Proposed Assumption $ $ $ 1/1/2015 Renewal Renewal of Boyd O & G surface lease dated 1/1/2000 for five years, through 12/31/2019, within the leasehold of Consol Mining Company LLC and within Alpha Land and Reserves, LLC's GuyandottePocahontas leasehold Proposed Assumption $ $ $ 11/23/2015 Right of Entry Right of Entry to Rural Appalachian Improvement League, Inc. on 1.73 acres for purpose of operating and maintaining a community outreach program, in Consol Mining Company, LLC's leasehold and Alpha's GuyandottePocahontas leasehold. ROE expires upon execution of Deed which is pending. Proposed Assumption $ $ $

16 Case KRH Doc Filed Alpha Land and 07/06/16 Reserves, LLC Entered 07/06/16 15:05:56 Desc Case No Exhibit(s) Page 4 of 65 Redbank Leasehold Proposed in Proof Contract Date of Execution Type of Agreement Description Assumed or Rejected of Claim # 4/16/1992 Lease Proposed Assumption $ 22, $ 42, $ 25, ALR /15/1992 Sublease Sublease whereby Redbank, Inc. subleases the 4/16/1992 lease to Redbank Mining, Inc. Proposed Assumption $ $ $ 11/10/1994 Agreement PLC agrees to lease to Redbank approx. 2,290 acres under the same terms as the 4/16/1992 lease; and Redbank agrees to pay PLC $750,000 Proposed Assumption $ $ $ 11/11/1994 Supplemental Lease Supplemental to 4/16/1992 lease Proposed Assumption $ $ $ 10/16/1996 Supplemental Lease Supplemental to 4/16/1992 lease Proposed Assumption $ $ $ 9/30/1998 Right of Entry Right of Entry to Redbank to mine the Pocahontas No. 6 Seam Proposed Assumption $ $ $ 7/13/1999 Deed of Easement Deed to WVDOTDOH conveying easement over of an acre to construct a bridge and upgrade highway; and the right to use of an acre for a temp. const. easement, in leasehold of GuyandottePocahontas Energy and Redbank Mining Proposed Assumption $ $ $ 1/21/2000 Supplemental Lease Proposed Assumption $ $ $ 7/7/2000 Right of Way ROW between PLC and Cranberry Pipeline Corporation granting an easement 33' wide and 2,327' long, for a 2" gas pipeline, within the leaseholds of Redbank, Inc. and Imperial Leasing, Inc. Proposed Assumption $ $ $ 4/19/2001 Tolls PLC letter to Herndon Proc. Co. approving transportation of coal from lands of others across PLC lands (in GuyandottePocahontas & Redbank leaseholds) & waiving wheelage Proposed Assumption $ $ $ 5/17/2002 Right of Way Grants Dominion Exploration & Production, Inc. an easement 33' wide and 8,000' long to construct a 6" gas pipeline, within leaseholds of Imperial Leasing, Inc. and Redbank, Inc. Proposed Assumption $ $ $ 6/22/2002 Supplemental Lease Supplemental and Renewal of Lease, supplementing and renewing the Redbank Papers Proposed Assumption $ $ $ 2/20/2003 Agreement Guarantee and Release Agreement whereby Alpha Natural Resources, LLC guarantees performance of Alpha Land and Reserves, LLC Proposed Assumption $ $ $ 3/11/2003 Consent PLC consents to the assignment of 4/16/1992 lease and supp. leases from Redbank, Inc. to Alpha Land & Reserves, LLC Proposed Assumption $ $ $ 4/15/2003 Deed Deed to Coal Factors, Inc. conveying surface of 18 tracts & the right to use adjoining surface, & the right of ingress & egress along existing roads to access the sites, within leaseholds of National Resources, Imperial Leasing and Alpha (Redbank) Proposed Assumption $ $ $ 9/29/2003 Right of Way ROW to Cranberry Pipeline Corporation for an easement 33' wide and 8,375' long to construct two 8" gas pipelines, within the leaseholds of National Resources, Inc. and Alpha (Redbank) Proposed Assumption $ $ $ 7/7/2004 Right of Way ROW to Penn Virginia Oil & Gas Corp for easement 33' wide and 27,500' long to construct a 12" gas pipeline Proposed Assumption $ $ $ 7/22/2004 Letter PLC consents to the sale by Dart Oil & Gas Corporation to Abarta Oil & Gas Company of 50% of Dart's interest in Option Agreement dated 12/12/2002, within leasehold of Alpha (Redbank) Proposed Assumption $ $ $ 5/20/2005 Supplemental Lease Supplemental Lease and Agreement leasing to Alpha (Redbank) the right to use the surface to construct a haulroad (expires at same time as Alpha's Redbank leasehold) Proposed Assumption $ $ $ 9/1/2005 Right of Way ROW to Dart Oil & Gas Corporation for an easement 33' wide and 77,000' long to construct an 8" pipeline, within the leaseholds of National Resources, Imperial Resources and Alpha (Redbank) Proposed Assumption $ $ $ 4/10/2008 Supplemental Lease Leasing to Alpha the right to mine all seams except the Pocahontas No. 2 Seam in acres Proposed Assumption $ $ $ 6/18/2008 Agreement Mutually Agreed to Revisions to Exhibit B to License / In Alpha Land and Reserves, LLC's Redbank leasehold Proposed Assumption $ $ $ 11/25/2009 Deed PLC conveys to Trustees of Stephenson United Methodist Church its reversionary interests in the surface of 0.08 of an acre Proposed Assumption $ $ $ 10/13/2010 Deed of Easement Deed of Easement granting Eastern Wyoming PSD easement for a water pipeline Proposed Assumption $ $ $ 5/23/2012 Deed Conveys surface and timber only to Consolidation Coal, within Alpha's Redbank leasehold Proposed Assumption $ $ $ 6/18/2012 Renewal Letter renewing Alpha's Redbank leasehold for an additional fiveyear period, through 4/15/2017 Proposed Assumption $ $ $ 1/29/2013 Consent PLC consents to assignment by Dart Oil & Gas Corporation and Abarta Oil & Gas Co., Inc. to Virtex Eastern Producing Company, LLC of the 9/1/2005 ROW Agreement (within the National Resources, Inc. leasehold and Alpha's Redbank leasehold) Proposed Assumption $ $ $ 11/7/2013 Agreement Borrow/Waste Agreement to Aspen Corporation, Inc. for 1.00 acre for borrow site, with approx. 6,300 feet of existing road, and grants WVDEP and OSM ingress and egress for the purpose of inspection of the borrow/waste site Proposed Assumption $ $ $ 12/13/2013 Sublease Alpha sublease to Pocahontas Coal Company of Pocahontas 2 Seam that can be mined by deep or undergorund methods on portion of Alpha's 4/16/1992 lease, as depicted in orange on the attached map. Proposed Assumption $ $ $ 1/6/2014 Amendment Alpha ltr agreed to by PLC 1/20/2014 PLC consents to 12/13/2013 sublease to Pocahontas Coal of Poc 2 Seam as shown on att. map; and the 4/16/1992 lease is amended re sale of coal by sublessee to a related party and defines how lessor will be paid Proposed Assumption $ $ $ 12/18/2014 Agreement Receipt and Release, executed 12/18/2014, re: Civil Action No. 13C80, Anna M. Lester v. PLC, in the Circuit Court of Wyoming County, WV (Area is within Alpha Land and Reserves, LLC's Redbank leasehold) Proposed Assumption $ $ $ 1/14/2015 Agreement Dismissal Order, entered 1/14/2015, re: Civil Action No. 13C80, Anna M. Lester v. PLC, in the Circuit Court of Wyoming County, WV (Area is within Alpha Land and Reserves, LLC's Redbank leasehold) Proposed Assumption $ $ $ 2/26/2015 Deed of Easement Deed of Easement to Eastern Wyoming PSD for water line easement for seven strips of land, 15' wide & 10,130' long, containing 3.49 ac. surface. In Alpha's Redbank leasehold and Pocahontas Coal's Sterling Smokeless leasehold. Proposed Assumption $ $ $

17 Case KRH Doc Filed Alpha Land and 07/06/16 Reserves, LLC Entered 07/06/16 15:05:56 Desc Exhibit(s) Exhibit Case No A Page 5 of 65 Open Fork Leasehold Date of Execution Type of Agreement Description of Agreement Assumed or Rejected Proposed Cure Costs 10/12/1994 Lease Proposed Rejection $ $ 99, ALR /21/1994 Agreement Agreement whereby PLC will pay to Hawley Coal Mining Corporation 1/2% of any coal royalties received from Open Fork from the Beards Fork leasehold. Proposed Rejection $ $ 11/1/1995 Deed Deed to Thelma V. and Wendy Lea Lang for the surface of 0.21 of an acre Proposed Rejection $ $ 4/22/1996 Deed of Easement Deed to WVDOTDOH for an easement over 0.59 of an acre to construct a bridge and upgrade highway; and the right to use the surface of 0.24 of an acre for a temporary construction easement Proposed Rejection $ $ 3/6/1997 Minimum Change Letter waiving MAR for 1997; and beginning with 1998, advance annual rental shall be $100,000 payable quarterly Proposed Rejection $ $ 5/16/1997 Deed of Easement Deed to PageKincaid PSD for surface of 0.20 of an acre; and an easement 10 feet wide and 5,450 feet long to construct a water distribution system Proposed Rejection $ $ 3/2/1998 Amendment Amending royalty rates, MAR and recoupment provisions. Note re recoupment: After recouping current year's MAR, can recoup up to $30,000 of previously paid, unrecouped minimum of $150,000 per year. Proposed Rejection $ $ 5/25/1999 Letter PLC agrees to split unpaid 1997 property tax bill and Open Fork will pay PLC $45,500.84; and when mining resumes, Open Fork must pay previous owner overriding royalty and will withhold 1/3 of the tax bill from that override and pay same to PLC Proposed Rejection $ $ 10/10/2000 Deed of Easement Deed to WVDOTDOH for easement across 0.25 of an acre for inclusion into the State Highways System Proposed Rejection $ $ 1/1/2001 Consent PLC consents to sublease by Open Fork to Deep Water Resources, LLC of right to mine all coal within 18, acres in original leasehold Proposed Rejection $ $ 1/1/2001 Sublease Memorandum of Sublease Agreement between Open Fork and Deep Water Resources, LLC of 18, acres. See document for terms. Proposed Rejection $ $ 2/6/2003 Consent PLC's consent to merger of Open Fork into Alpha Land and Reserves, LLC Proposed Rejection $ $ 2/20/2003 Agreement Guarantee and Release Agreement whereby Alpha Natural Resources, LLC guarantees performance of Alpha Land and Reserves, LLC Proposed Rejection $ $ 12/1/2003 Deed of Easement Deed of Easement to New Haven PSD for easement 15 feet wide and 144 feet long, to construct a 2" water pipeline Proposed Rejection $ $ 5/20/2005 Supplemental Lease Supp. lease whereby PLC agrees to lease the surface of acres to Alpha Land and Reserves, LLC and Deep Water Resources, LLC, for the remaining period of the Open Fork Papers Proposed Rejection $ $ 6/3/2005 Agreement Declaration of Restrictive Covenants Open Fork Surface Mine Permit No. SMA Proposed Rejection $ $ 6/3/2008 Agreement Declaration of Restrictive Covenants for Alpha's Open Fork leasehold, sublessee Frasure Creek Mining LLC, Glenco Conveyor Permit #U Proposed Rejection $ $ 12/4/2008 Right of Way ROW & Easement for Tree Control Purposes between Appalachian Forests A, LLC and Appalachian Power Company for permanent row & easement, 115' wide and 6,500' long / In Alpha's Open Fork leasehold Proposed Rejection $ $ 8/26/2009 Renewal Alpha Land and Reserves, LLC's letter advising the 10/12/1994 Open Fork will automatically be renewed for 15 years, through 10/12/2024 Proposed Rejection $ $ 3/31/2010 Consent Alpha and PLC consent to the change in ownership structure of entities with a controlling interest in Deep Water Resources, LLC, Alpha's sublessee. See document for complete terms. Proposed Rejection $ $ 3/31/2010 Amendment Amendment and Agreement whereby Sections of 2.2 and 2.4 of the 10/12/1994 lease are amended and the amendment will become part of the 1/1/2001 Deep Water Sublease. See document for complete terms. Proposed Rejection $ $ 11/5/2010 Deed of Easement Granting easement for sanitary sewer line to PageKincaid PSD Proposed Rejection $ $ 12/13/2011 Letter PLC approves Frasure Creek's request to permanently leave main haul roads within the proposed Taylor Branch Surface Mine No. 2 permitted area on PLC surface property in Fayette County, within Alpha's Open Fork leasehold Proposed Rejection $ $ 12/21/2011 Right of Entry ROE to Appalachian Power Company for the purpose of constructing, operating and maintaining a power line on 0.83 of an acre, and a substation on 0.29 of an acre Proposed Rejection $ $ 2/28/2012 Deed Conveys surface of 0.07 to PageKincaid PSD, and grants sanitary sewer line easement for 9 parcels (20 feet wide and 4,050 feet long) containing 1.86 acres Proposed Rejection $ $ 6/21/2012 Deed of Easement Temp. Const. DOE to WVDOTDOH to use surface of two parcels to facilitate const. of Loop Creek Bridge on Secondary Road WV Route No. 61/5 (Project No. S31061/50.04), shall expire upon completion of construction (within Alpha's Open Fork leasehold) Proposed Rejection $ $ 7/31/2013 Agreement PLC grants Frasure Creek Mining permission to dispose of waste "off road" equip. tires generated at Open Fork Surf. Mine No. 2 Permit #S To remain in effect until permit is released unless earlier terminated. (In Alpha's Open Fork lshld) Proposed Rejection $ $

18 Case KRH Doc Filed Alpha Land and 07/06/16 Reserves, LLC Entered 07/06/16 15:05:56 Desc Exhibit(s) Exhibit Case No A Page 6 of 65 Vollow Leasehold Date of Execution Type of Agreement Description of Agreement Assumed or Rejected Proposed 12/10/1999 Lease Lease of seven parcels containing 16, acres, and right to use surface of acres Proposed Assumption $ $ 338, ALR /10/1999 Agreement Guarantee Agreement whereby KM Investment Corporation guarantees Vollow's performance Proposed Assumption $ $ 12/10/1999 Sublease Vollow subleases to Deerfield Resources, Inc. a portion of the 12/10/1999 leasehold, above drainage portions of the Pocahontas #3 and all seams above Proposed Assumption $ $ 12/10/1999 Consent PLC consents to the sublease by Deerfield Resources, Inc. to Classic Coal Sales, Inc. of the right to mine the Fire Creek and Beckley Seams within certain areas Proposed Assumption $ $ 12/10/1999 Amendment Amending 12/10/1999 Lease and waiving land use tolls for certain mines operating within the leased premises (Baystar Mine #4, Baystar Mine #10, Caretta #2 Mine and Baystar Mine #8) Proposed Assumption $ $ 12/13/1999 Sublease Sublease from Deerfield Resources, Inc. to Classic Coal Sales, Inc. of the Fire Creek and Beckley Seams in certain areas Proposed Assumption $ $ 12/14/1999 Consent Consent to Leasehold Deed of Trust and Landlord Waiver among PLC, Vollow Resouces, LLC and PNC Bank, Ntional Association Proposed Assumption $ $ 1/19/2000 Minimum Change PLC letter approving the quarterly MAR payments being due at the end of the quarter instead of the beginning of the quarter Proposed Assumption $ $ 2/1/2000 Consent Consent Agreement among PLC, Vollow Resources, LLC, Deerfield Resources, Inc. and Caretta Mining Co., Inc., whereby PLC consents to the sublease by Deerfield to Caretta of the Sewell Seam within a certain area within the 12/10/1999 leasehold Proposed Assumption $ $ 3/22/2000 Deed of Easement DOE City of Gary for construction of water dist. system pipelines within leaseholds of Ridge Land, Concept Mining, Mega Minerals, Phoenix Enterprises, Westwood Mining, National Resources and Alpha (Vollow) Proposed Assumption $ $ 11/15/2000 Consent Consent Agreement among Vollow, Deerfield Resources, Inc. and Classic Coal Sales, Inc., whereby PLC consents to the sublease by Deerfield to Classic of the Beckey Seam within a certain area within the 12/10/1999 leasehold Proposed Assumption $ $ 9/24/2002 Supplemental Lease This Supplemental Lease and Amendment amends the royalty rate for the Vollow Papers to $1.00 or 3.5%. No increase in the advance MAR and production royalties for coal mined from the Pocahonts #3 Seam will apply to recoupment of advance MAR. Proposed Assumption $ $ 2/6/2003 Consent PLC consents to the assignment of Vollow to Alpha Land and Reserves, LLC Proposed Assumption $ $ 2/20/2003 Agreement Guarantee and Release Agreement, between Alpha Natural Resources and PLC, whereby KM Investment Corporation is released from the 12/10/1999 Guarantee Agreement; and Alpha Natural Resources guarantees Alpha Land and Reserves' performance Proposed Assumption $ $ 4/18/2005 Consent PLC consents to 10/11/1999 assign. of 5/13/1998 ROW from Indigas Energy to Big Sandy Gas & assign. of ROW by Big Sandy(1/4 int. each) to Cabot Oil & Gas, Linn Operating, LLC, Tuscany Gas & Berwind Oil & Gas. ROW & Assign. att. to consent. Proposed Assumption $ $ 4/26/2005 Assignment Assign & Bill of Sale, dated 4/26/2005, eff. 3/1/2005, whereby Columbia Natural Resources assigns to Chipperco the 11/24/1954 ROW between PLC & United Fuel Gas, in Vollow leasehold. Proposed Assumption $ $ 3/27/2008 Deed Deed and Deed of Easement to City of War, conveying 0.97 of an acre of surface to construct a water storage tank, together with an access road and utility easement containing 0.28 of an acre Proposed Assumption $ $ 5/1/2009 Agreement Letter Agreement whereby PLC consents to Alpha's Sublease to GMAX, Inc. of various seams of coal in three areas covered by the 12/10/1999 lease, as shown on map attached. Proposed Assumption $ $ 7/16/2009 Deed Conveys surface to Albert B. Justice Proposed Assumption $ $ 7/30/2009 Consent Consent to Leasehold Mortgage and Assignment whereby PLC consents to the leasehold mortgage of certain leaseholds, including the 12/10/1999 lease Proposed Assumption $ $ 10/29/2009 Letter Alpha Land and Resources, LLC's letter advising they are renewing the 12/10/1999 Vollow lease for ten years, through 12/9/2019. Proposed Assumption $ $ 8/16/2010 Consent Alpha and PLC consent to the change in ownership structure of GMAX resulting from consummation of the Stock Purchase (whereby GMAX's stock is sold to Vaughn E. Wilburn) as it relates to the 5/1/2009 Sublease from Alpha to GMAX Proposed Assumption $ $ 5/27/2011 Agreement Agreement whereby W.E.L. Incorporated will remove and dispose of five transformers and related equipment within Alpha's Vollow leasehold Proposed Assumption $ $ 6/15/2011 Agreement Settlement Notebook, including Settlement Agmt & Mutual Release, eff. 6/15/2011, re: Concept Mining, Inc., et al. v. Cabot Oil & Gas Corporation, et al., Civil Action No. 05C18S in Circuit Court of McDowell County. See document for full details. Proposed Assumption $ $ 7/13/2011 Consent Alpha consents to change in ownership structrure of GMAX, Inc. resulting from consummation of Stock Purchase as it relates to the 5/1/2009 Sublease from Alpha to GMAX, Inc., and PLC consents to change in ownership structure of GMAX, Inc. Proposed Assumption $ $ 4/24/2013 Assignment Assignment by Mountain Gathering, LLC to Hayden Harper Energy KA, LLC of the 11/11/1988 lease, and PLC consents (In Concept's Phoenix leasehold and Alpha's Vollow leasehold) Proposed Assumption $ $ 6/26/2013 Letter Alpha's letter giving 120 days prior written notice of potential disturbance of surface and timber associated with mining operations conducted by their sublessee, Caretta Mining Company, Inc. Proposed Assumption $ $ 1/1/2015 Assignment Assign., BOS & Conveyance, dated 10/23/2015, eff. 1/1/2015, between Hayden Harper Energy KA, LLC & EZAD Energy Corp. DTS advises it appears Hayden Harper's 11/11/1988 lease & 4/1/1999 ROW are being assigned and he's working with EZAD & Hayden Harper to make that determination. DTS says assignment is not complete until document whereby PLC consents to assign. is executed. Proposed Assumption $ $