Exhibit

Exhibit 10.9

EXECUTION VERSION

AMENDMENT NO. 3 TO

REGISTRATION RIGHTS AGREEMENT

This Amendment No. 3 (this “Amendment”) to the Registration Rights Agreement (as defined below) is dated as of June 1, 2018, by and among Contura Energy, Inc., a Delaware corporation (the “Company”) and the holders of Common Stock of the Company set forth on the signature pages hereto (the “Required Parties”).

WHEREAS, the Company and certain holders of Common Stock of the Company have heretofore entered into a registration rights agreement (the “Registration Rights Agreement”) dated as of July 26, 2016, in connection with the issuance of Common Stock pursuant to the Plan;

WHEREAS, on February 24, 2017, the Company and certain holders of Common Stock of the Company entered into Amendment No. 1 (“Amendment No. 1”) to the Registration Rights Agreement;

WHEREAS, on October 10, 2017, the Company and certain holders of Common Stock of the Company entered into Amendment No. 2 (“Amendment No. 2”) to the Registration Rights Agreement;

WHEREAS, Section 13 of the Registration Rights Agreement states that the Registration Rights Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions of the Registration Rights Agreement may be waived, only by a written instrument, (a) signed by (i) the Company, and (ii) the Holders of at least 20% of the Registrable Securities; provided, that no provision of the Registration Rights Agreement shall be modified or amended in a manner that is disproportionately and materially adverse to any Holder, without the prior written consent of such Holder, as applicable, or (b) in the case of a waiver, by the party hereto waiving compliance;

WHEREAS, the Required Parties hold all Registrable Securities currently outstanding; and

WHEREAS, the parties hereto desire to amend the Registration Rights Agreement in the manner set forth below.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms. As used in this Amendment, terms defined in the Registration Rights Agreement or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Amendment refer to this Amendment as a whole and not to any particular section hereof.

Section 2. Amendments to the Registration Rights Agreement. As of the date hereof:


(a)	Section 10(b) of the Registration Rights Agreement, as amended and restated by Amendment No. 1 and Amendment No. 2, is hereby amended and restated as follows:

“Conference Calls. The Company will arrange and participate in quarterly conference calls to discuss its results of operations no later than three business days following that date on which each of the quarterly and annual reports are made available as provided in Section 10(a) of this Agreement; provided that the Company may limit the information made available during such conference calls to the extent the Company determines, in its sole discretion, that such information (x) would not be material to Holders or to the business, assets, operations or financial positions of the Company and its subsidiaries, taken as a whole, or (y) would otherwise cause material competitive harm to the business, assets, operations, financial position or prospects of the Company and its subsidiaries, taken as a whole; and provided further that (i) no such conference call shall be required in connection with the financial statements and management discussion and analysis for any accounting period ending on or prior to the fiscal year ended December 31, 2018, and (ii) no conference call shall be required in connection with the financial statements and management discussion and analysis for the fiscal quarter ended March 31, 2019 or any subsequent accounting period if the Company has a Registration Statement on Form S-1, S-3 or S-4 on file with the Commission. The Company will provide on its public website (or through a public announcement or such other medium as the Company may use at the time) dial-in conference call information and presentations or materials referred to on such calls, if any, substantially concurrently with the posting of such reports as provided for in Section 10(a) of this Agreement.”


(b)	Section 14(o) of the Registration Rights Agreement, as amended and restated by Amendment No. 1 and Amendment No. 2, is hereby amended and restated as follows:

“Termination. This Agreement shall terminate and be of no further force or effect when there shall no longer be any Registrable Securities outstanding; provided, that the provisions of Sections 6(b), 7(e), 8, 9(a)(i), 11 and 14 shall survive any such termination; provided further that any Holder may elect to terminate its obligations under this Agreement by giving the Company written notice thereof subject to the survival of the foregoing provisions; provided further that this Agreement shall automatically terminate with respect to a Holder that no longer holds any Registrable Securities; and provided further that this Agreement shall terminate in its entirety and be of no further force or effect upon consummation of the Company’s merger with Alpha Natural Resources Holdings, Inc. and the listing of the Company’s Common Stock on the New York Stock Exchange or the NASDAQ Global Select Market.”

Section 3. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 4. Counterparts. The parties may sign any number of copies of this Amendment. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 5. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.



CONTURA ENERGY, INC.
By:	/s/ Mark M. Manno
	Name: Mark M. Manno
	Title: EVP, Chief Administrative & Legal Officer and Secretary