8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 18, 2016 (July 12, 2016)

ALPHA NATURAL RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32331	42-1638663
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Alpha Place, P.O. Box 16429,

Bristol, VA 24209

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (276) 619-4410

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.03 Bankruptcy or Receivership.

The Confirmed Plan

As previously disclosed, on August 3, 2015, Alpha Natural Resources, Inc. (the “Company”) and certain of its direct and indirect subsidiaries (collectively with the Company, the “Debtors”) filed voluntary petitions in the United States Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Court”) on August 3, 2015 (the “Petition Date”) seeking relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). The cases are captioned as In re Alpha Natural Resources, Inc., et al., Case No. 15-33896 (Bankr. E.D. Va.). (the “Chapter 11 Cases”).

On March 7, 2016, the Debtors filed with the Bankruptcy Court (1) a proposed plan of reorganization (as amended, modified and supplemented, the “Plan”) for the resolution of certain claims pursuant to section 1121(a) of the Bankruptcy Code and (2) a related proposed disclosure statement (as amended, modified and supplemented, the “Disclosure Statement”). On May 26, 2016, the Bankruptcy Court entered an order approving the Disclosure Statement. A copy of the approved Disclosure Statement is filed as Exhibit 99.1 to this Current Report on Form 8-K.

As described in the Disclosure Statement, the Plan contemplates that the reorganization of the Debtors will include two major components. First, in light of the unprecedented market challenges in the coal industry, the Debtors will sell certain self-sustaining assets (the “Reserve Price Assets”) to a newly formed entity, Contura Energy, Inc. (the “Purchaser”), pursuant to the stalking horse credit bid (the “Stalking Horse Bid”) of the Debtors’ senior secured lenders (the “First Lien Lenders”). Second, the Debtors will reorganize as new entities (collectively, the “Reorganized Debtors”) and will continue to operate for the principal purpose of fulfilling certain reclamation, mitigation and water treatment obligations relating to their retained assets.

The Plan incorporates a number of settlements with key creditor constituencies that resolve significant disputes and provide for the successful restructuring of the Debtors by, among other things, (1) resolving certain valuation and intercreditor issues critical to the sale of the Reserve Price Assets, (2) providing for certain funding for reclamation, mitigation and water treatment obligations and exit funding for the Reorganized Debtors, (3) providing for certain recoveries for unsecured creditor classes and (4) establishing procedures to govern the administration of certain claims and the management of the Reorganized Debtors after the effective date of the Plan (the “Effective Date”). Such settlements include, among others, (1) the Global Settlement, (2) the First Lien Lender Settlement (which incorporates the Diminution Claim Allowance Settlement and the Unencumbered Assets Settlement that were conditionally approved by the Bankruptcy Court by an order entered on May 17, 2016), (3) the Second Lien Noteholder Settlement and (4) the Resolution of Reclamation Obligations.

The Bankruptcy Court confirmed the Plan and approved the sale of the Reserve Price Assets (the “NewCo Asset Sale”) on July 7, 2016. The Bankruptcy Court entered an order confirming the Plan (the “Confirmation Order”) on July 12, 2016. The Confirmation Order includes: (1) as Appendix I thereto, a copy of the Plan in the form distributed for solicitation on May 27, 2016; (2) as Appendix II thereto, a blackline document showing modifications to the solicitation version of the Plan; and (3) as Appendix III thereto, a notice of confirmation of the Plan and its effective date. The Confirmation Order is filed as Exhibit 2.1 to this Current Report on Form 8-K, Appendix I to the Confirmation Order is filed as Exhibit 2.2, Appendix II is filed as Exhibit 2.3 and Appendix III is filed as Exhibit 2.4.

Summary of the Plan

The following is a summary of the material terms of the Plan. This summary is qualified in its entirety by reference to the Plan, the Confirmation Order, including the appendices to the Confirmation Order. To the extent that there is a conflict between this summary and the Plan or Confirmation Order, the Plan or Confirmation Order, as applicable, shall govern. Capitalized terms used but not otherwise defined herein have the meanings given to them in the Plan.

Restructuring Transactions

The Plan contemplates that certain restructuring transactions (the “Restructuring Transactions”) will occur upon the Effective Date, including certain changes to the corporate structure of the Debtors. Prior to the Petition Date, the Company caused Alpha Natural Resources Holdings, Inc. (“ANR Holdings”), an entity that is not affiliated with the Debtors, to be incorporated. Prior to the date of confirmation of the Plan, ANR Holdings formed ANR, Inc., and ANR, Inc. issued all of its common equity to ANR Holdings. Pursuant to the Plan, on the Effective Date, the Company will transfer all of its equity interests in its subsidiary Debtors, all assets (other than the Reserve Price Assets) and its equity to ANR, Inc. and will subsequently dissolve following the completion of various other actions. Following these transactions, ANR Holdings will be the ultimate parent company for the Reorganized Debtors.

Treatment of Claims and Interests

The Plan provides for recoveries for most of the Debtors’ secured and unsecured creditors. Holders of General Unsecured Claims against the Company are classified into three Classes based on the nature of their Claims, and will receive distributions in accordance with such classification. Holders of Category 1 General Unsecured Claims will receive a pro rata share of $8 million comprised of cash and, potentially, non-interest bearing notes. Holders of Category 2 General Unsecured Claims that are Second Lien Noteholder Claims will receive a distribution of equity of the Purchaser. Last, holders of Category 2 General Unsecured Claims that are not Second Lien Noteholder Claims will receive (1) equity of the Purchaser, (2) a five-year contingent revenue payment from the Reorganized Debtors and (3) certain equity of the Reorganized Debtors. Among the Debtors’ secured creditors: (1) holders of Secured First Lien Lender Claims will receive a pro rata share of cash, equity and/or notes to be issued by the Purchaser; (2) holders of Secured Second Lien Noteholder Claims will receive participation rights in an asset based lending facility; and (3) holders of Secured Massey Convertible Noteholder Claims will receive a pro rata share of cash totaling up to $875,000 and certain equity of the Reorganized Debtors.

Described in very general terms, all allowed administrative claims, allowed professional compensation claims, allowed priority tax claims, allowed priority employee claims and allowed other secured claims will be reinstated, paid in full or otherwise treated in a manner consistent with the Bankruptcy Code to be deemed unimpaired. Holders of subordinated claims, including the Section 510(b) Securities Claims and Section 510(b) Old Common Stock Claims, will receive no distributions under the Plan. With respect to Intercompany Claims, such Claims that are not eliminated by operation of law or pursuant to the Restructuring Transactions will be deemed settled and compromised. Last, Subsidiary Debtor Equity Interests will be reinstated on the Effective Date, subject to the Restructuring Transactions.

The Effective Date of the Plan

The following conditions must be satisfied or waived for the Plan to become effective:

1. The Bankruptcy Court shall have entered the Confirmation Order: (a) in form and substance satisfactory to the Debtors, the DIP Agents, the DIP Lenders, the First Lien Agent and the First Lien Lenders; (b) to the extent provided for in the Global Settlement Term Sheet, reasonably acceptable in form and substance to the Creditors’ Committee and the Second Lien Parties; and (c) consistent with the terms of the Global Settlement and the Second Lien Noteholder Settlement.

2. The Confirmation Order or another order of the Bankruptcy Court shall have been entered (a) approving and authorizing the Stalking Horse APA and the NewCo Asset Sale contemplated therein; (b) approving the Diminution Claim Allowance Settlement and the Unencumbered Assets Settlement on a non-conditional basis; and (c) authorizing the Debtors and the Reorganized Debtors to take all actions necessary or appropriate to implement the Plan and the Stalking Horse APA, including completion of the Restructuring Transactions and the other transactions contemplated by the Plan and the implementation and consummation of the contracts, instruments, releases and other agreements or documents entered into or delivered in connection with the Plan.

3. The Confirmation Order shall not be stayed in any respect.

4. The Exit Funding shall be fully committed and all documents and agreements necessary to effectuate and implement the Exit Funding shall have been executed and delivered by the relevant parties.

5. The documents effectuating the Exit Facility (a) shall be (i) in form and substance reasonably satisfactory to the Debtors, the DIP Agents and the First Lien Agent, (ii) to the extent provided for in the Global Settlement Term Sheet, reasonably acceptable in form and substance to the Creditors’ Committee and the Second Lien Parties and (iii) consistent with the terms of the Global Settlement and the Second Lien Noteholder Settlement; and (b) shall have been executed and delivered by the Reorganized Debtors, the Exit Facility Agent and each of the lenders under the Exit Facility.

6. The Plan and all Confirmation Exhibits (a) shall not have been materially amended, altered or modified from the Plan as confirmed by the Confirmation Order, unless such material amendment, alteration or modification has been made in accordance with Section IX.A of the Plan; (b) to the extent provided for in the Global Settlement Term Sheet, are reasonably acceptable in form and substance to the Creditors’ Committee and the Second Lien Parties; and (c) are consistent with the terms of the Global Settlement and the Second Lien Noteholder Settlement.

7. A Settlement Termination Event shall not have occurred.

In addition, the Debtors must perform various other administrative actions in conjunction with emergence from chapter 11. There can be no assurance that the Debtors will satisfy these conditions, complete such required actions and emerge from chapter 11 within the Debtors’ anticipated timeframe, or at all.

Item 3.03. Material Modification to Rights of Security Holders.

Pursuant to the Plan and the Confirmation Order, all equity interests in the Company (including outstanding shares of preferred stock, common stock, options, warrants or contractual or other rights to acquire any equity interests in the Company) are to be cancelled on the Effective Date of the Plan and are not entitled to receive any distributions on account of such equity interests.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
2.1	Order Confirming Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession, As Modified
2.2	Appendix I to Confirmation Order: Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession
2.3	Appendix II to the Confirmation Order: First Modifications to the Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession
2.4	Appendix III to the Confirmation Order: Second Amended Joint Plan Of Reorganization of Debtors and Debtors In Possession and Occurrence of the Effective Date of the Plan
99.1	Second Amended Disclosure Statement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Alpha Natural Resources, Inc.
Date: July 18, 2016	By:	/s/ William L. Phillips III
		Name:	William L. Phillips III
		Title:	Assistant Secretary

EXHIBIT INDEX

Exhibit No.	Description
2.1	Order Confirming Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession, As Modified
2.2	Appendix I to Confirmation Order: Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession
2.3	Appendix II to the Confirmation Order: First Modifications to the Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession
2.4	Appendix III to the Confirmation Order: Second Amended Joint Plan Of Reorganization of Debtors and Debtors In Possession and Occurrence of the Effective Date of the Plan
99.1	Second Amended Disclosure Statement

EX-2.1

Exhibit 2.1

JONES DAY North Point 901 Lakeside Avenue Cleveland, Ohio 44114 Telephone: (216) 586-3939 Facsimile: (216) 579-0212 David G. Heiman (admitted pro hac vice) Carl E. Black (admitted pro hac vice) Thomas A. Wilson (admitted pro hac vice)   -and-   JONES DAY 1420 Peachtree Street, N.E. Suite 800 Atlanta, Georgia 30309 Telephone: (404) 581-3939 Facsimile: (404) 581-8330 Jeffrey B. Ellman (admitted pro hac vice)   Attorneys for Debtors and Debtors in Possession HUNTON & WILLIAMS LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219 Telephone: (804) 788-8200 Facsimile: (804) 788-8218 Tyler P. Brown (VSB No. 28072) J.R. Smith (VSB No. 41913) Henry P. (Toby) Long, III (VSB No. 75134) Justin F. Paget (VSB No. 77979)

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. 15-33896 (KRH)   (Jointly Administered)

ORDER CONFIRMING SECOND AMENDED JOINT PLAN OF

REORGANIZATION OF DEBTORS AND DEBTORS IN POSSESSION, AS MODIFIED

The above-captioned debtors and debtors in possession (collectively, the “Debtors”) having proposed the Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession (in the form dated as of May 27, 2016 and included in the solicitation packages distributed to the creditors that were entitled to vote thereon, the “May 27 Plan,” a true and correct copy of which (without exhibits) is attached hereto as Appendix I), as modified by the

modifications, true and correct copies of which are annexed hereto as Appendix II (collectively, the “Modifications,” and, together with the May 27 Plan, as modified and including the exhibits thereto, the “Plan”);¹ the Bankruptcy Court having conducted an evidentiary hearing to consider confirmation of the Plan on July 7, 2016 (the “Confirmation Hearing”); the Bankruptcy Court having considered: (i) the testimony of the witnesses called at the Confirmation Hearing, as well as the declarations included among the exhibits admitted into evidence at the Confirmation Hearing; (ii) the arguments of counsel presented at the Confirmation Hearing; (iii) the objections filed with respect to Confirmation of the Plan (any such objection, an “Objection”); (iv) the resolution, settlement or withdrawal of certain Objections, including as described on the record of the Confirmation Hearing; and (v) the pleadings and other papers filed by the Debtors and other parties in support of the Plan, including:

• the Consolidated Reply in Support of Confirmation of Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession (Docket No. 2943) (the “Consolidated Reply”);

• the Debtors’ Memorandum of Law in Support of Confirmation of Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession (Docket No. 2942) (the “Confirmation Memorandum”), including the summary of the Debtors’ compliance with the standards of sections 1129(a) and 1129(b) of the Bankruptcy Code (inclusive of the standards of sections 1122, 1123 and 1124 of the Bankruptcy Code) attached as Exhibit A thereto (the “Confirmation Standards Exhibit”);

• the Declaration of Kevin Carmody in Support of Confirmation of the Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession (Docket No. 2960) (the “Carmody Declaration”);

• the Declaration of Andy Eidson in Support of Confirmation of the Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession (Docket No. 2962) (the “Eidson Declaration”);

¹  All capitalized terms used but not defined herein have the meanings given to them in the Plan, the NewCo Asset Sale Motion (as such term is defined below) or the Stalking Horse APA (as such term is defined in the Plan), as applicable.

• the Declaration of Homer Parkhill in Support of Confirmation of the Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession (Docket No. 2964) (the “Parkhill Declaration”);

• the Statement and Reply of the Administrative Agents for the Pre-Petition and Debtor-in-Possession Credit Facilities in Support of Confirmation of the Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession (Docket No. 2944) and the Declaration of Bradley Meyer, Partner, Ducera Partners LLC, in Support of Confirmation of the Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession attached thereto;

• the Response of Wilmington Trust, National Association to the United States Trustee’s Objection to Confirmation of Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession and Joinder in Respect of Debtors’ Consolidated Reply in Support of Confirmation (Docket No. 2945);

• the Reply of Official Committee of Unsecured Creditors to Objection of U.S. Trustee to Confirmation of Debtors’ Second Amended Joint Plan of Reorganization (Docket No. 2946); and

• the Joinder of the Ad Hoc Committee of Second Lien Noteholders of Alpha Natural Resources, Inc. to Debtors’ Confirmation Brief and Reply Brief (Docket No. 2949);

and the Bankruptcy Court being familiar with the Plan and other relevant factors affecting these Chapter 11 Cases; the Bankruptcy Court having found that due and proper notice has been given with respect to the Confirmation Hearing and the deadlines and procedures for filing objections to the Plan; the appearance of all interested parties having been duly noted in the record of the Confirmation Hearing; and upon the record of the Confirmation Hearing, and after due deliberation thereon, and sufficient cause appearing therefor;

IT IS HEREBY FOUND AND CONCLUDED that:

FINDINGS OF FACT AND CONCLUSIONS OF LAW

A. The findings and conclusions set forth herein and those made on the record during the Confirmation Hearing constitute the Bankruptcy Court’s findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to

Bankruptcy Rule 9014. To the extent any of the following findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the following conclusions of law constitute findings of fact, they are adopted as such.

JURISDICTION, VENUE AND ELIGIBILITY

B. The Bankruptcy Court has jurisdiction over this matter and these chapter 11 cases pursuant to 28 U.S.C. § 1334. Venue in this Court was proper as of the Petition Date and remains proper under 28 U.S.C. §§ 1408 and 1409.

C. Confirmation of the Plan is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(L). This Court has exclusive jurisdiction to determine whether the Plan complies with the applicable provisions of the Bankruptcy Code and should be confirmed, and this Court’s exercise of such jurisdiction to enter a Final Order with respect thereto is proper in all respects.

D. The Debtors were and continue to be eligible for relief under section 109 of the Bankruptcy Code, and the Debtors are proper proponents of the Plan under section 1121(a) of the Bankruptcy Code.

JUDICIAL NOTICE

E. The Bankruptcy Court takes judicial notice of the docket of the Chapter 11 Cases maintained by the Clerk of the Bankruptcy Court or its duly appointed agent, including, but not limited to, all pleadings and other documents filed, all orders entered and all evidence and arguments made, proffered, adduced and/or presented at the various hearings held before the Bankruptcy Court during the pendency of the Chapter 11 Cases.

MODIFICATIONS OF THE PLAN

F. The Modifications do not materially and adversely affect or change the treatment of any Claim against any Debtor or any Interest in any Debtor. Pursuant to section 1127(b) of the Bankruptcy Code and Bankruptcy Rule 3019, the Modifications do not require additional

disclosure under section 1125 of the Bankruptcy Code or the resolicitation of acceptances or rejections of the Plan under section 1126 of the Bankruptcy Code, nor do they require that holders of Claims against the Debtors be afforded an opportunity to change previously cast acceptances or rejections of the Plan as filed with the Bankruptcy Court. The filing of the Modifications attached as Appendix II to the Notice of Filing of Proposed Form of Order Confirming Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession, As Modified filed on July 6, 2016 (Docket No. 2969) and the disclosure of the Modifications on the record at the Confirmation Hearing, constitute due and sufficient notice thereof under the circumstances of the Chapter 11 Cases. Accordingly, the Plan (which consists of the May 27 Plan as modified by the Modifications) is properly before the Bankruptcy Court, and all votes cast with respect to the May 27 Plan prior to the Modifications shall be binding and shall apply with respect to the Plan.

STANDARDS FOR CONFIRMATION

UNDER SECTION 1129 OF THE BANKRUPTCY CODE

G. The evidentiary record of the Confirmation Hearing and the Confirmation Standards Exhibit support the findings of fact and conclusions of law set forth in the following paragraphs.

H. Section 1129(a)(1). The Plan complies with each applicable provision of the Bankruptcy Code. In particular, the Plan complies with the requirements of sections 1122 and 1123 of the Bankruptcy Code as follows:

1. In accordance with section 1122(a) of the Bankruptcy Code, Section II.B of the Plan classifies each Claim against and Interest in the Debtors into a Class containing only substantially similar Claims or Interests (see Confirmation Standards Exhibit, at 3-4);

2. In accordance with section 1123(a)(1) of the Bankruptcy Code, Section II.B of the Plan properly classifies all Claims and Interests that require classification (see id. at 5);

3. In accordance with section 1123(a)(2) of the Bankruptcy Code, Section II.B of the Plan properly identifies and describes each Class of Claims and Interests that is not impaired under the Plan (see id.);

4. In accordance with section 1123(a)(3) of the Bankruptcy Code, Section II.B of the Plan properly identifies and describes the treatment of each Class of Claims or Interests that is impaired under the Plan (see id.);

5. In accordance with section 1123(a)(4) of the Bankruptcy Code, the Plan provides the same treatment for each Claim or Interest of a particular Class unless the holder of such a Claim or Interest has agreed to less favorable treatment (see id.);

6. In accordance with section 1123(a)(5) of the Bankruptcy Code, the Plan provides adequate means for its implementation, including, without limitation, (a) the consummation of the NewCo Asset Sale, (b) the incorporation and authorization of the Global Settlement, the First Lien Lender Settlement, the Second Lien Noteholder Settlement (including the NewCo ABL Facility contemplated thereby), the Environmental Groups Settlement, the Resolution of Reclamation Obligations, the Retiree Committee Settlement, the UMWA Funds Settlement and the Restructuring Transactions and (c) provisions regarding the post-Effective Date corporate management and governance of the Reorganized Debtors (as set forth in Article IV of the Plan) (see id. at 5-6);

7. In accordance with section 1123(a)(6) of the Bankruptcy Code, the Reorganized Debtors’ charters, bylaws or comparable constituent documents contain provisions prohibiting the issuance of non-voting equity securities and providing for the appropriate distribution of voting power among all classes of equity securities authorized for issuance (see id. at 6);

8. In accordance with section 1123(a)(7) of the Bankruptcy Code, the provisions of the Plan and the Reorganized Debtors’ charters, bylaws or comparable constituent documents regarding the manner of selection of officers, directors or comparable positions of the Reorganized Debtors, including, without limitation, the provisions of Section IV.E.2 of the Plan, are consistent with the interests of creditors and equity security holders and with public policy (see id. at 7);

9. In accordance with section 1123(b)(1) of the Bankruptcy Code, Section II.B of the Plan impairs or leaves unimpaired, as the case may be, each Class of Claims and Interests (see id.);

10. In accordance with section 1123(b)(2) of the Bankruptcy Code, Section II.G and other provisions of the Plan provide for the assumption, assumption and assignment, or rejection of the Executory Contracts or Unexpired Leases of the Debtors that have not been previously rejected pursuant to section 365 of the Bankruptcy Code and orders of the Bankruptcy Court (see id.);

11. In accordance with section 1123(b)(3) of the Bankruptcy Code, Section III.E.2 of the Plan provides that, except as otherwise provided in the Plan; the Global Settlement Stipulation; any contract, instrument, release or other agreement entered into or delivered in connection with the Plan; or any Final Order of the Bankruptcy Court, the Reorganized Debtors will retain and may enforce any claims, demands, rights, defenses and Causes of Action (including any (a) Recovery Actions and (b) Causes of Action identified on the Schedule of any Debtor) that the Debtors or the Estates may hold against any Person (see id. at 7-8);

12. In accordance with section 1123(b)(5) of the Bankruptcy Code, Section II.B of the Plan modifies or leaves unaffected, as the case may be, the rights of holders of Claims in each Class (see id. at 8);

13. In accordance with section 1123(b)(6) of the Bankruptcy Code, the Plan includes additional appropriate provisions that are not inconsistent with applicable provisions of the Bankruptcy Code, including, without limitation, the execution and performance of the Exit Financing Documents (as defined below) and the payment of any Liquidated Damage Fee (as defined in the Exit Facility Documents) and expense reimbursement provided for therein and in accordance with their terms, and the provisions of Article III, Article IV, Article V, Article VI, Article VII, Article VIII and Article IX of the Plan (see id. at 8-9); and

14. In accordance with section 1123(d) of the Bankruptcy Code, Section II.G.3 of the Plan provides for the satisfaction of Cure Amount Claims associated with each Executory Contract or Unexpired Lease to be assumed or assumed and assigned pursuant to the Plan in accordance with section 365(b)(1) of the Bankruptcy Code. All Cure Amount Claims will be determined in accordance with the underlying agreements and applicable law.

I. Section 1129(a)(2). The Debtors have complied with all applicable provisions of the Bankruptcy Code with respect to the Plan and the solicitation of acceptances or rejections thereof. In particular, the Plan complies with the requirements of sections 1125 and 1126 of the Bankruptcy Code as follows:

1. In compliance with the Order (I) Approving Disclosure Statement, (II) Establishing Procedures for Solicitation and Tabulation of Votes to Accept or Reject Joint Plan of Reorganization, (III) Scheduling Hearing on Confirmation of Joint Plan of Reorganization and (IV) Approving Related Notice Procedures, entered on May 26, 2016 (Docket No. 2549) (the “Disclosure Statement Order”), on or before June 1, 2016, the Debtors, through their Claims and Noticing Agent, Kurtzman Carson Consultants LLC (“KCC”), caused copies of the following materials to be transmitted to all holders of Claims in Classes that were entitled to vote to accept or reject the Plan (i.e., Allowed Claims in Classes 2, 3, 4, 6A, 6B and 6C):

• a cover letter describing (a) the contents of the Solicitation Package, (b) the contents of the enclosed CD-ROM and instructions for use of the CD-ROM and (c) information about how to obtain, at no charge, paper copies of any materials provided on the CD-ROM;

• notice of the Confirmation Hearing (the “Confirmation Hearing Notice”);

• the Disclosure Statement (together with the exhibits thereto, including the May 27 Plan);

• the Disclosure Statement Order;

• the Debtors’ letter recommending acceptance of the Plan; and

• an appropriate form of Ballot (collectively with the materials described in the preceding bullets, the “Solicitation Package”).

See Affidavit of Service of Jeffrey Miller re: Documents Served on June 1, 2016 (Docket No. 2662).

2. On May 25, 2016, the Debtors filed Exhibit I.A.72 (Debtors in the Chapter 11 Cases) along with the Plan. See Notice of Filing of Solicitation Versions of (A) Second Amended Joint Plan of Reorganization and (B) Related Second Amended Disclosure Statement (Docket No. 2594), dated June 2, 2016, at Annex A.

3. In compliance with the Disclosure Statement Order, on or before June 1, 2016, the Debtors, through KCC, transmitted (a) the Confirmation Hearing Notice and (b) a Notice of Non-Voting Status (as such term is defined in the Disclosure Statement Order) to all holders of Claims and Interests in the Non-Voting Classes (as such term is defined in the Disclosure Statement Order) other than Classes 7 and 11. See id.

4. In compliance with the Disclosure Statement Order, on or before June 1, 2016, the Debtors, through KCC, transmitted Solicitation Packages to: (a) the Office of the United States Trustee for the Eastern District of Virginia; (b) all persons or entities that timely filed proofs of Claim on or before the Record Date (as that term is defined in the Disclosure Statement Order), other than a proof of Claim filed by an Indenture Trustee or a Noteholder asserting a Noteholder Claim; (c) all persons or entities identified in the Debtors’ respective Schedules filed on October 2, 2015 as holding liquidated, non-contingent, undisputed Claims as of the Record Date; (d) all other known holders of Claims against the Debtors, if any, as of the Record Date; (e) all parties in interest that had filed requests for notice in accordance with Bankruptcy Rule 2002 in the Chapter 11 Cases on or

before the Record Date; and (f) all parties to Executory Contracts or Unexpired Leases with the Debtors, as reflected on the Debtors’ books and records or the Schedules, that had not previously been (i) assumed and assigned pursuant to an order of the Court or (ii) rejected by an order of the Court (or had been rejected but with respect to which the bar date for asserting rejection damages Claims had not passed as of the Record Date). See id.

5. In compliance with the Disclosure Statement Order, on June 7, 2016, the Debtors caused a copy of the Confirmation Hearing Notice to be published in the (a) national edition of USA Today and (b) Richmond Times-Dispatch. See Affidavits of Publication re Notice of (A) Deadline for Casting Votes to Accept or Reject Second Amended Joint Plan of Reorganization, (B) Hearing to Consider Confirmation of Second Amended Joint Plan of Reorganization and (C) Related Matters, dated June 23, 2016 (Docket No. 2760).

6. On June 22, 2016, the Debtors filed (and made available on the Document Website) the following Confirmation Exhibits: (a) Exhibit I.A.76 (Schedule of Designated Non-Reserve Price Assets); (b) Exhibit I.A.77 (Schedule of Designated Reserve Price Assets); (c) Exhibit I.A.215 (Reserve Price Assets Schedule); (d) Exhibit I.A.250 (Stalking Horse APA); (e) Exhibit II.G.1.a (Executory Contracts and Unexpired Leases to Be Assumed); (f) Exhibit II.G.4 (Previously Assumed Executory Contracts and Unexpired Leases to Be Assigned); (g) Exhibit II.G.5 (Executory Contracts and Unexpired Leases to Be Rejected); and (h) Exhibit IV.B.1 (Restructuring Transactions). See Notice of Filing Certain Exhibits to Second Amended Joint Plan of Reorganization (Docket No. 2757).

7. On June 30, 2016, the Debtors filed (and made available on the Document Website) amended versions of the following Confirmation Exhibits: (a) Exhibit II.G.1.a (Executory Contracts and Unexpired Leases to Be Assumed); (b) Exhibit II.G.4 (Previously Assumed Executory Contracts and Unexpired Leases to Be Assigned); and (c) Exhibit II.G.5 (Executory Contracts and Unexpired Leases to Be Rejected). See Notice of Filing Certain Amended Exhibits to Second Amended Joint Plan of Reorganization (Docket No. 2886).

8. On June 30, 2016, the Debtors filed (and made available on the Document Website) the following Confirmation Exhibits: (a) Exhibit I.A.61 (Principal Terms of Contingent Credit Support); (b) Exhibit I.A.100 (Principal Terms of the Exit Facility); (c) Exhibit I.A.119 (Form of Promissory Note to Be Issued to the First Lien Lenders by NewCo); (d) Exhibit I.A.132 (Principal Terms of the GUC Distribution Note); (e) Exhibit I.A.162 (Principal Terms of the NewCo ABL Facility); (f) Exhibit I.A.169 (Principal Terms of the NewCo Preferred Interests); (g) Exhibit I.A.170 (Principal Terms of the NewCo Warrant Agreement); (h) Exhibit I.A.211 (Principal Terms of the Reorganized ANR Preferred Interests); (i) Exhibit I.A.216 (Principal Terms of the Resolution of Reclamation Obligations); (j) Exhibit I.A.222 (Principal Terms of Second Lien Distribution Note); (k) Exhibit I.A.227 (Principal Terms of Second Lien Noteholder

Distribution); (l) Exhibit I.A.247 (Principal Terms of Series A Preferred Interests); (m) Exhibit I.A.248 (Principal Terms of Series B Preferred Interests); (n) Exhibit IV.E.1.a (Form Certificates of Incorporation (or Comparable Constituent Documents) for the Reorganized Debtors); (o) Exhibit IV.E.1.b (Form Bylaws (or Comparable Constituent Documents) for the Reorganized Debtors); (p) Exhibit IV.E.2 (Initial Directors and Officers of Each Reorganized Debtor); and (q) Exhibit IV.G (Additional Terms Related to Reorganized ANR Contingent Revenue Payment). See Notice of Filing Certain Exhibits to Second Amended Joint Plan of Reorganization (Docket No. 2888) and Notice of Filing Certain Exhibits to Second Amended Joint Plan of Reorganization (Docket No. 2889).

9. On July 6, 2016, the Debtors filed (and made available on the Document Website) amended versions of the following Confirmation Exhibits: (a) Exhibit I.A.61 (Principal Terms of Contingent Credit Support); (b) Exhibit I.A.100 (Principal Terms of the Exit Facility); (c) Exhibit I.A.132 (Principal Terms of the GUC Distribution Note); (d) Exhibit I.A.170 (Principal Terms of the NewCo Warrant Agreement); and (e) Exhibit IV.E.2 (Initial Directors and Officers of Each Reorganized Debtor). See Second Notice of Filing Certain Amended Exhibits to Second Amended Joint Plan of Reorganization (Docket No. 2967).

10. On July 8, 2016, the Debtors filed (and made available on the Document Website) an amended version of Exhibit I.A.250 (Stalking Horse APA) to the Plan. See Third Notice of Filing Certain Amended Exhibits to Second Amended Joint Plan of Reorganization (Docket No. 3002).

11. The Confirmation Hearing Notice provided due and proper notice of the Confirmation Hearing and all relevant dates, deadlines, procedures and other information relating to the Plan and/or the solicitation of votes thereon, including, without limitation, the Voting Deadline; the Objection Deadline (as such term is defined in the Confirmation Hearing Notice); the time, date and place of the Confirmation Hearing; and the release provisions in the Plan. See Disclosure Statement Order at ¶ 9.

12. All persons entitled to receive notice of the Disclosure Statement, the Plan and the Confirmation Hearing were given proper, timely and adequate notice in accordance with the Disclosure Statement Order, applicable provisions of the Bankruptcy Code and the Bankruptcy Rules, and have had an opportunity to appear and be heard with respect thereto. See Confirmation Standards Exhibit at 9-10.

13. The Debtors solicited votes with respect to the Plan in good faith and in a manner consistent with the Bankruptcy Code, the Bankruptcy Rules and the Disclosure Statement Order, including, without limitation, the inclusion of a letter from the Debtors recommending acceptance of the Plan in the Solicitation Packages. Accordingly, the Debtors are entitled to the protections afforded by section 1125(e) of the Bankruptcy Code and the exculpation provisions set forth in Section III.E.7 of the Plan. See id.

14. Claims and Interests in Classes 1, 5 and 11 under the Plan are unimpaired, and such Classes are deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. See id. at 10.

15. The Plan was voted on by six Classes of impaired Claims that were entitled to vote pursuant to the Bankruptcy Code, the Bankruptcy Rules and the Disclosure Statement Order (i.e., Classes 2, 3, 4, 6A, 6B and 6C). See id. at 9-10.

16. Claims in Class 7 are impaired under the Plan within the meaning of section 1124 of the Bankruptcy Code. To the extent that Class 7 Claims are not eliminated by operation of law in the Restructuring Transactions, such Claims are deemed settled and compromised in exchange for the consideration and other benefits provided to the holders of such Claims and are not entitled to any Distribution under the Plan. Notwithstanding this treatment, however, each holder of a Claim in Class 7 is deemed to have accepted the Plan. See id. at 10.

17. KCC has made a final determination of the validity of, and tabulation with respect to, all acceptances and rejections of the Plan by holders of Claims entitled to vote on the Plan, including the amount and number of accepting and rejecting Claims in Classes 2, 3, 4, 6A, 6B and 6C under the Plan. See generally Declaration of P. Joseph Morrow IV Regarding the Solicitation and Tabulation of Votes on, and the Results of Voting With Respect to, Debtors’ Second Amended Joint Plan of Reorganization (Docket No. 2941) and Supplemental Declaration of P. Joseph Morrow IV Regarding the Solicitation and Tabulation of Votes on, and the Results of Voting With Respect to, Debtors’ Second Amended Joint Plan of Reorganization (Docket No. 3011) (collectively, the “Voting Declaration”).

18. The Voting Declaration sets forth the tabulation of votes, as required by the Bankruptcy Code, the Bankruptcy Rules and the Disclosure Statement Order. See generally Voting Declaration.

19. All six of the impaired Classes that were entitled to vote pursuant to the Bankruptcy Code, the Bankruptcy Rules and the Disclosure Statement Order (i.e., Classes 2, 3, 4, 6A, 6B and 6C) accepted the Plan, consistent with section 1126(c) of the Bankruptcy Code. See generally Voting Declaration.

J. Section 1129(a)(3). The Plan has been proposed in good faith and not by any means forbidden by law. The Chapter 11 Cases were filed with an honest belief that the Debtors were in need of reorganization, and the Plan was negotiated and proposed with the intention of accomplishing a successful restructuring and reorganization and for no ulterior purpose. The Plan fairly achieves a result consistent with the objectives and purposes of the Bankruptcy Code. In so finding, the Bankruptcy Court has considered the totality of the circumstances in

these Chapter 11 Cases. The Plan is the result of extensive good faith, arm’s-length negotiations between the Debtors and certain of their principal constituencies (including the Creditors’ Committee, the DIP Lenders, the DIP Agents, the First Lien Lenders, the First Lien Agent, the Second Lien Notes Trustee, the Ad Hoc Committee of Second Lien Noteholders, the Massey Convertible Notes Trustee, the Retiree Committee and the parties to the other settlements embodied in the Plan or approved by this Order and each of their respective Representatives) and reflects substantial input from the principal constituencies having an interest in the Chapter 11 Cases and, as evidenced by strong creditor support for the Plan (including the acceptance of the Plan by Classes 2, 3, 4, 6A, 6B and 6C) and the numerous settlements embodied in or related to the Plan, achieves the goal of broadly consensual reorganization embodied by the Bankruptcy Code. Further, as described in greater detail below, the Plan’s indemnification, exculpation, release and injunction provisions have been negotiated in good faith, and are consistent with sections 105, 1123(b)(6), 1129 and 1142 of the Bankruptcy Code and applicable law in this Circuit. See Confirmation Standards Exhibit, at 10-11.

K. Section 1129(a)(4). No payment for services or costs and expenses in or in connection with the Chapter 11 Cases, or in connection with the Plan and incident to the Chapter 11 Cases, has been or will be made by a Debtor other than payments that have been approved or are subject to approval by order of the Bankruptcy Court, including paragraphs 78-86 of this Order. Pursuant to Sections II.A.1.h.ii.A and VIII.B of the Plan, and except as otherwise provided under the Plan or herein, all such payments to be made to Professionals or other entities asserting a Fee Claim for services rendered before the Effective Date will be subject to review and approval by the Bankruptcy Court. See id. at 11-12.

L. Section 1129(a)(5). The Debtors have disclosed (1) the identities of the officers and directors of Reorganized ANR and each other Reorganized Debtor and (2) the identity of any insiders that will be employed or retained by the Reorganized Debtors on Exhibit IV.E.2 to the Plan. The compensation of the Reorganized Debtors’ directors will be consistent with each Reorganized Debtor’s applicable constituent documents, as disclosed on Exhibits IV.E.1.a and IV.E.1.b to the Plan. The Debtors disclosed (1) the affiliations of their proposed respective directors and officers and (2) the compensation of any insiders to be employed or retained by the Reorganized Debtors (to the extent not previously disclosed) at or prior to the Confirmation Hearing. The prior compensation of the Debtors’ officers and directors has been disclosed by the Debtors in their previous filings with the United States Securities and Exchange Commission (the “SEC”) (including ANR’s most recent proxy statement, filed on April 9, 2015). In addition, the Debtors disclosed officer and director compensation in Exhibit A to the Reply in Support of Motion of the Debtors for Entry of an Order (I) Authorizing Payments Under 2015 Annual Incentive Bonus Plan and (II) Approving Key Employee Incentive Plan for Certain Insider Employees for 2016 (Docket No. 1318), dated January 20, 2016. The proposed directors and officers for the Reorganized Debtors as set forth on Exhibit IV.E.2 to the Plan are qualified, and the appointments to, or continuance in, such offices by the proposed directors and officers is consistent with the interests of holders of Claims and Interests and with public policy and the terms of the Global Settlement. See id. at 12-13.

M. The Debtors further disclosed: (1) the identities of the officers and employees of the Debtors who will take on interim roles with NewCo and its anticipated affiliates to assist in efforts to prepare for the closing of the NewCo Asset Sale and other transactions to occur on the Effective Date (the “Designated Employees”); (2) each Designated Employee’s role/title with the

Debtors; and (3) each Designated Employee’s role/title on an interim basis with NewCo and its anticipated affiliates. None of the Designated Employees is a member of executive management of the Debtors or has, or will have, any material decision-making power in connection with the Plan or any aspect of the Chapter 11 Cases. See Notice of Appointment of Interim Management of NewCo Entities in Connection with Preparations to Implement the Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession (Docket No. 2705). As such, these interim appointments are appropriate.

N. Section 1129(a)(6). The Plan does not provide for any changes in rates that require regulatory approval of any governmental agency. See Confirmation Standards Exhibit, at 13.

O. Section 1129(a)(7). Each holder of a Claim or Interest in each impaired Class of Claims or Interests that has not accepted the Plan will, on account of such Claim or Interest, receive or retain property under the Plan having a value, as of the Effective Date, that is not less than the amount that such holder would have received or retained if the Debtors were liquidated under chapter 7 of the Bankruptcy Code on the Effective Date. The Debtors have demonstrated that the Plan is in the best interests of their creditors. See id. at 13-14.

P. Section 1129(a)(8). The Plan has not been accepted by all impaired classes of Claims and Interests because, pursuant to the Disclosure Statement Order, the holders of Claims in Class 8 (Section 510(b) Securities Claims), Class 9 (Section 510(b) Old Common Stock Claims) and Class 10 (Old Common Stock of ANR Interests) are deemed to have rejected the Plan. Nevertheless, as more fully explained below, the Plan is confirmable because it satisfies section 1129(b)(1) of the Bankruptcy Code with respect to such non-accepting Classes of Claims and Interests. See generally Voting Declaration; Confirmation Standards Exhibit, at 14.

Q. Section 1129(a)(9). The Plan provides treatment for Administrative Claims, Priority Tax Claims and Priority Claims that is consistent with the requirements of section 1129(a)(9) of the Bankruptcy Code. See Confirmation Standards Exhibit, at 14-16.

R. Section 1129(a)(10). The Plan has been accepted by all six classes of impaired Claims that are entitled to vote on the Plan (i.e., Classes 2, 3, 4, 6A, 6B and 6C), determined without including any acceptance of the Plan by any insider. See generally Voting Declaration; Confirmation Standards Exhibit, at 16.

S. Section 1129(a)(11). The Plan is feasible, within the meaning of section 1129(a)(11) of the Bankruptcy Code. The Debtors’ projections of the capitalization and financial information of the Reorganized Debtors and NewCo as of the Effective Date are reasonable and made in good faith and Confirmation of the Plan is not likely to be followed by the liquidation (other than the potential liquidation of inactive Debtor entities that no longer serve an ongoing business purpose, as described in Exhibit IV.B.1 to the Plan) or the need for further financial reorganization of the Reorganized Debtors. See Confirmation Standards Exhibit, at 16-17; Carmody Declaration, at ¶¶ 14-27. The Debtors have demonstrated a reasonable assurance of the Plan’s prospects for success and the Reorganized Debtors’ ability to comply with their obligations related to Reclamation Activities arising in connection with any Resolution of Reclamation Obligations. See Carmody Declaration, at ¶¶ 14-27.

T. Section 1129(a)(12). The Plan provides that Administrative Claims for fees payable pursuant to section 1930 of title 28 of the United States Code will be paid by the Debtors in Distribution Cash equal to the amount of such Administrative Claims on or before the Effective Date. After the Effective Date, all fees payable pursuant to section 1930 of title 28 of the United States Code will be paid out of the reserves established pursuant to Section V.J of the

Plan by the applicable Reorganized Debtor until the earlier of the conversion or dismissal of the applicable Chapter 11 Case under section 1112 of the Bankruptcy Code, or the closing of the applicable Chapter 11 Case pursuant to section 350(a) of the Bankruptcy Code. See Confirmation Standards Exhibit, at 17.

U. Section 1129(a)(13). As required by section 1129(a)(13) of the Bankruptcy Code, following the Effective Date of the Plan, and consistent with Section IV.M.2 of the Plan, the payment of all retiree benefits (as defined in section 1114 of the Bankruptcy Code) will continue to the extent provided by prior orders of the Bankruptcy Court (including the 1113/1114 Order and the Stipulation and Agreed Order Among the Debtors, the Retiree Committee and the First Lien Agent: (I) Resolving Motion of the Debtors, Pursuant to Section 363 of the Bankruptcy Code, for an Order Authorizing Debtors to Terminate Certain Unvested Non-Pension Benefits; and (II) Granting Certain Related Relief in the form entered by the Bankruptcy Court for the duration of the periods the Debtors have obligated themselves to provide such benefits, thereby satisfying section 1129(a)(13) of the Bankruptcy Code; provided, however, that nothing in this Order shall be construed to restrict or enlarge the Reorganized Debtors’ rights to modify any such retiree benefits (including health and welfare benefits) under applicable non-bankruptcy law after the occurrence of the Effective Date. See Confirmation Standards Exhibit, at 17.

V. Sections 1129(a)(14), 1129(a)(15) and 1129(a)(16). Sections 1129(a)(14), 1129(a)(15) and 1129(a)(16) of the Bankruptcy Code do not apply to the Debtors.

W. Section 1129(b). Notwithstanding the fact that the Plan does not comply with section 1129(a)(8) of the Bankruptcy Code, the Plan may still be confirmed because it does not “discriminate unfairly” and is fair and equitable with respect to Classes 8, 9 and 10 (i.e., the Classes that are impaired and deemed to reject the Plan) (the “Deemed Rejecting Classes”).

1. Unfair Discrimination. The Plan does not discriminate unfairly with respect to holders of Claims and Interests in the Deemed Rejecting Classes because such holders are receiving the same treatment as holders of similarly situated Claims and Interests against the applicable Debtor. See Confirmation Standards Exhibit, at 18-19.

2. Fair and Equitable. The Plan is fair and equitable with respect to each Deemed Rejecting Class because (a) it does not provide a recovery on account of any Claim or Interest that is junior in priority to the impaired, non-accepting Classes of Claims and Interests and (b) no holder of a Claim or Interest in any Class will receive or retain property under the Plan that has a value greater than 100% of such holder’s Allowed Claim or Interest. See id. at 19.

X. Section 1129(c). The Plan is the only plan that has been filed in the Chapter 11 Cases that has been found to satisfy the requirements of subsections (a) and (b) of section 1129 of the Bankruptcy Code. Accordingly, the requirements of section 1129(c) of the Bankruptcy Code have been satisfied.

Y. Section 1129(d). No party in interest, including, but not limited to, any Governmental Unit, has requested that the Bankruptcy Court deny Confirmation of the Plan on grounds that the principal purpose of the Plan is the avoidance of taxes or the avoidance of the application of section 5 of the Securities Act, and the principal purpose of the Plan is not such avoidance. Accordingly, the Plan satisfies the requirements of section 1129(d) of the Bankruptcy Code.

Z. Section 1129(e). None of the Chapter 11 Cases are small business cases within the meaning of the Bankruptcy Code. Accordingly, section 1129(e) of the Bankruptcy Code is inapplicable to these Chapter 11 Cases.

COMPLIANCE WITH BANKRUPTCY RULE 3016

AA. The Plan is dated and identifies the Debtors as the proponents of the Plan, thereby satisfying Bankruptcy Rule 3016(a).

BB. The Disclosure Statement and the May 27 Plan were filed together under Docket No. 2594 in the Chapter 11 Cases, thereby satisfying Bankruptcy Rule 3016(b).

CC. The injunction provisions in the Disclosure Statement and the Plan describe, in bold font and with specific and conspicuous language, all acts to be enjoined by the Plan and identify the entities that will be subject to the injunction, thereby satisfying Bankruptcy Rule 3016(c).

BURDEN OF PROOF AND

SATISFACTION OF CONFIRMATION REQUIREMENTS

DD. The Debtors, as proponents of the Plan, have met their burden of proving each element of section 1129 of the Bankruptcy Code by a preponderance of the evidence, the applicable evidentiary standard for confirmation. Each witness who testified on behalf of the Debtors or the First Lien Lenders at or in connection with the Confirmation Hearing was credible, reliable and qualified to testify as to the topics addressed in his testimony.

EE. Based upon the foregoing, and all other pleadings and evidence proffered or adduced at or prior to the Confirmation Hearing, the Debtors have satisfied all of the requirements for confirmation set forth in section 1129 of the Bankruptcy Code.

THE NEWCO ASSET SALE

FF. On March 11, 2016, the Bankruptcy Court entered the Bidding Procedures Order (Docket No. 1754), which, among other things, (1) approved the Bidding Procedures and (2) authorized certain related contract procedures.

GG. As evidenced by the affidavits of service previously filed with the Bankruptcy Court, including the affidavits identified in paragraph I above, and based on the representations of counsel at the Confirmation Hearing: (1) proper, timely, adequate and sufficient notice of the Core Asset Sale Motion, the NewCo Asset Sale and the time and place of the hearing to approve the NewCo Asset Sale has been provided in accordance with sections 102(1), 363, 365 and 1123(b) of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, 6006 and 9007 and the Bidding Procedures Order; (2) such notice was good and sufficient, appropriate under the particular circumstances and consistent with all applicable orders of the Bankruptcy Court; and (3) no other or further notice of the Core Asset Sale Motion, the NewCo Asset Sale or the time and place of the hearing to approve the NewCo Asset Sale shall be required. Notice of the Core Asset Sale Motion, the NewCo Asset Sale and the time and place of the hearing to approve the NewCo Asset Sale was also posted electronically on the KCC website, at http://www.kccllc.net/alpharestructuring, and published in USA Today.

HH. The Debtors served (1) the Auction and Hearing Notice, (2) individualized notice of any potential assumption and assignment of Executory Contracts and Unexpired Leases in connection with the Core Asset Sale Motion on each non-Debtor counterparty thereto pursuant to the Bidding Procedures Order and/or (3) a notice of the proposed assumption or assumption and assignment of Executory Contracts and Unexpired Leases to be assumed or assumed and assigned pursuant to the Plan on all counterparties thereto, consistent with the terms of the Contract Procedures Order. All such parties have been provided with a reasonable opportunity to object and be heard with respect to the Core Asset Sale Motion and the relief requested therein, including the assumption and assignment of any Executory Contracts and Unexpired Leases in connection therewith and any Cure Amount Claims in respect thereof.

II. A reasonable opportunity to object or be heard regarding the relief requested in the Core Asset Sale Motion and granted herein has been afforded to all interested persons and entities.

JJ. As demonstrated by the record of the Confirmation Hearing and the docket in the Chapter 11 Cases, the Debtors have demonstrated good and sufficient reasons for the Bankruptcy Court to approve the NewCo Asset Sale and the other relief granted herein with respect to the NewCo Asset Sale.

KK. The Debtors and their Professionals marketed the NewCo Assets and conducted the marketing and sale process in compliance with the Bidding Procedures and the Bidding Procedures Order. Based upon the record of the Chapter 11 Cases, creditors, other parties in interest and prospective purchasers were afforded a reasonable and fair opportunity to bid for the NewCo Assets. The Debtors and their Professionals, agents and other representatives: (1) provided potential purchasers, upon request, sufficient information to enable them to make an informed judgment on whether to bid on the NewCo Assets; and (2) faithfully executed their duties in (a) considering all offers and bids throughout the Bidding Process and (b) determining that NewCo is the Successful Bidder for the NewCo Assets. See Parkhill Declaration ¶¶ 16-32.

LL. In accordance with the Bidding Procedures Order, the Stalking Horse APA was deemed a Qualified Bid, and NewCo was eligible to participate in the Bid Process and any Auction as a Qualified Bidder.

MM. No other bids received for the NewCo Assets as part of the Bid Process were determined to be Qualified Bids after consultation with the Consultation Parties. As such, after consultation with the Consultation Parties, the Debtors designated NewCo’s bid as reflected in the Stalking Horse APA as the Successful Bid for the NewCo Assets. See Notice of Designation of Successful Bidder for Reserve Price Assets and Cancellation of Auction for Reserve Price Assets (Docket No. 2419).

NN. As set forth in the DIP Credit Agreement and the Lender Settlements Order, the First Lien Lenders have the right to credit bid under section 363(k) of the Bankruptcy Code with respect to (1) debt under the First Lien Credit Agreement and (2) the First Lien Lender Diminution Claim. NewCo is duly authorized to and may credit bid such debt and claims on behalf of the First Lien Lenders. The Purchase Price to be paid by NewCo is fair and constitutes reasonably equivalent value and reasonable market value for the NewCo Assets.

OO. The Bidding Procedures were substantively and procedurally fair to all parties and all potential bidders and afforded notice and a full, fair and reasonable opportunity for any person to make a higher or otherwise better offer to purchase the NewCo Assets. The Debtors conducted the sale process without collusion and in accordance with the Bidding Procedures.

PP. The Debtors are the sole and lawful owners of the NewCo Assets, and the NewCo Assets are property of the Debtors’ Estates under section 541 of the Bankruptcy Code.

QQ. NewCo is a purchaser in good faith with respect to the NewCo Assets, as that term is used in section 363(m) of the Bankruptcy Code. The Stalking Horse APA was negotiated, proposed and entered into by the parties in good faith, from arm’s length bargaining positions and without collusion or fraud, and NewCo is entitled to the protections of section 363(m) of the Bankruptcy Code with respect to the NewCo Asset Sale. None of the Debtors nor NewCo has engaged in conduct that would cause or permit the NewCo Asset Sale to be voided under section 363(n) of the Bankruptcy Code.

RR. The Debtors’ determination that the NewCo Asset Sale set forth in the Plan and the Stalking Horse APA constitutes the highest and best offer for the NewCo Assets is a valid

and sound exercise of the Debtors’ business judgment. The Debtors have determined that consummating the NewCo Asset Sale under the terms set forth in the Plan, the Stalking Horse APA and the related agreements contemplated thereby (collectively, the “Related Agreements”) represents the best opportunity for the Debtors’ Estates to realize the greatest value for the NewCo Assets and will provide a greater recovery for the Debtors’ creditors, including through a reduction of claims against the Debtors’ Estates, than would be provided by any other practical or available alternative.

SS. Sound business reasons have been articulated for performing the obligations set forth in the Stalking Horse APA and for selling the NewCo Assets as set forth in the Core Asset Sale Motion and the Plan, and it is a reasonable exercise of business judgment by the Debtors to execute, deliver and consummate the Stalking Horse APA with NewCo and the transactions contemplated thereby.

TT. Except as specifically provided in the Stalking Horse APA or this Order, NewCo shall not assume or become liable for any Encumbrances (as defined below) relating to the NewCo Assets sold by the Debtors. Any such valid and enforceable Encumbrances shall be treated in accordance with the terms of the Plan.

UU. The Debtors may sell the NewCo Assets free and clear of any Encumbrances because, in each case, one or more of the standards set forth in section 363(f)(1)-(5) of the Bankruptcy Code have been satisfied. Those holders of such Encumbrances who did not object, or who withdrew their objections, to the NewCo Asset Sale, the Core Asset Sale Motion or the Plan are deemed to have consented to the sale of the NewCo Assets free and clear of any Encumbrances pursuant to section 363(f)(2) of the Bankruptcy Code.

VV. The terms and conditions set forth in the Stalking Horse APA, including the total consideration to be realized by the Debtors, are fair and reasonable, and the transaction contemplated by the Stalking Horse APA is in the best interests of the Debtors, their creditors and their Estates.

WW. A valid business purpose exists for approval of the NewCo Asset Sale contemplated by the Plan and the Core Asset Sale Motion pursuant to sections 363(b), 363(f) and 363(m) of the Bankruptcy Code. As a condition to purchasing the NewCo Assets, NewCo requires that: (1) the NewCo Assets be sold free and clear of Encumbrances; and (2) NewCo shall have no liability whatsoever for any obligations of, or claims (including, without limitation, as defined in section 101(5) of the Bankruptcy Code) against, the Debtors except as expressly provided in the Stalking Horse APA, the Related Agreements or this Order. Except as otherwise explicitly provided in the Stalking Horse APA, the Related Agreements or this Order, NewCo will not enter into the Stalking Horse APA and consummate the transactions contemplated thereby, thus adversely affecting the Debtors’ Estates and undermining the ability of the Debtors to consummate the Plan, if: (a) the NewCo Asset Sale were not free and clear of Encumbrances; (b) if NewCo or any of its affiliates were or would be liable for any obligations of, or claims (including without limitation as defined in section 101(5) of the Bankruptcy Code and any claims on a theory of successor liability) against, the Debtors or any of their employees or affiliates; (c) the corporate structure of NewCo or the transactions contemplated in the Stalking Horse APA were in a form other than the form described in the Stalking Horse APA and the Plan; and (d) the injunction, exculpation and release provisions in the Plan were not approved by the Bankruptcy Court.

XX. The transfer of the NewCo Assets to NewCo is or will be a legal, valid and effective transfer of the NewCo Assets, and will vest NewCo with all right, title and interest in and to the NewCo Assets, free and clear of any Encumbrances, except those Encumbrances explicitly and expressly permitted by the Stalking Horse APA, the Related Agreements or this Order.

YY. An injunction against creditors and third parties pursuing Encumbrances is necessary to induce NewCo to close the NewCo Asset Sale. The issuance of such an injunction is therefore necessary to avoid irreparable injury to the Debtors’ Estates and will benefit all creditors.

ZZ. The requirements of sections 363(b) and 363(f) of the Bankruptcy Code and any other applicable law relating to the NewCo Asset Sale have been satisfied.

AAA. No bulk sale law or any similar law of any state or other jurisdiction shall apply in any way to the NewCo Asset Sale or related transactions contemplated by the Stalking Horse APA.

RESTRUCTURING TRANSACTIONS

BBB. The Restructuring Transactions described in Article IV of, and Exhibit IV.B.1 to, the Plan are the result of extensive negotiations between the Debtors and certain of their primary stakeholder constituencies and have been proposed in good faith. The Restructuring Transactions are critical to the success and feasibility of the Plan and are necessary and appropriate for the consummation of the Plan (including the NewCo Asset Sale), and such transactions are in the best interests of the Debtors, the Reorganized Debtors, their Estates and creditors. The Restructuring Transactions promote, among other things: (1) a tax-efficient, value-generating structure for the NewCo Asset Sale; and (2) the creation of a rational corporate structure for the Reorganized Debtors, facilitating appropriate financial reporting according to

business lines. Over time, a number of corporate acquisitions and divestitures by the Debtors have resulted in a complex corporate structure. The Restructuring Transactions work to streamline this corporate structure to better reflect and serve the Reorganized Debtors’ operational functions. The Restructuring Transactions have not been entered into (1) fraudulently, nor with the intent to hinder, delay or defraud any entity to which the Debtors or the Reorganized Debtors are, or may become, indebted on or after the Effective Date; or (2) for the principal purpose of avoiding taxes or the application of section 5 of the Securities Act. The NewCo Asset Sale and all transactions constituting Restructuring Transactions are transactions under the Plan and are therefore entitled to the exemptions provided in section 1146 of the Bankruptcy Code.

IMPLEMENTING DOCUMENTS

CCC. All documents and agreements necessary to implement the Plan and all other relevant and necessary documents (including, but not limited to, (1) the Stalking Horse APA and the Related Agreements, (2) the agreements underlying the Resolution of Reclamation Obligations and (3) the Exit Facility) are essential elements of the Plan and have been negotiated in good faith and at arm’s-length. Entry into and consummation of the transactions contemplated by each such document and agreement is in the best interests of the Debtors, their Estates and the holders of Claims and Interests and shall, upon completion of documentation and execution, be valid, binding and enforceable agreements and shall not be in conflict with any federal, state or local law. The Debtors have exercised reasonable business judgment in determining which agreements to enter into and have provided sufficient and adequate notice of such documents and agreements and/or the principal terms thereof. The Debtors and the Reorganized Debtors, as applicable, are authorized, without any further notice, action, order or approval of the Bankruptcy Court, to finalize, execute and deliver all agreements, documents, instruments and

certificates relating to the Plan and to perform their obligations under such agreements, documents, instruments and certificates, including, without limitation, the Exit Financing Documents and the Resolution of Reclamation Obligations.

EXECUTORY CONTRACTS AND UNEXPIRED LEASES

DDD. Pursuant to sections 365 and 1123(b)(2) of the Bankruptcy Code, upon the occurrence of the Effective Date, Section II.G of the Plan provides for the assumption, assumption and assignment, or rejection of certain Executory Contracts and Unexpired Leases. The Debtors’ determinations regarding the assumption, assumption and assignment, or rejection of Executory Contracts and Unexpired Leases are based on and within the sound business judgment of the Debtors, are necessary to the implementation of the Plan and are in the best interests of the Debtors, their estates, holders of Claims and other parties in interest in the Chapter 11 Cases. See Eidson Declaration ¶ 34. The Debtors have filed Exhibits II.G.1.a, II.G.4 and II.G.5 to the Plan (as they may have been amended or supplemented) and either have provided or will provide notice of the Debtors’ determinations regarding the assumption, assumption and assignment, or rejection of Executory Contracts or Unexpired Leases and any related Cure Amount Claims in accordance with the procedures (collectively, the “Contract Procedures”) set forth in or incorporated into the Contract Procedures Order.

EEE. The Executory Contracts and Unexpired Leases assumed by the Debtors and assigned to NewCo (or its designated subsidiaries) in connection with the NewCo Asset Sale are an integral part of the NewCo Assets and, accordingly, such assumptions and assignments are reasonable and enhance the value of the Estates. Counterparties to Executory Contracts and Unexpired Leases who did not timely object to the assignment of such agreements to NewCo (or its designated subsidiaries) shall be deemed to have waived any objections to the assignability of such agreements and consented to such assignment.

FFF. The Debtors have (1) cured, or provided adequate assurance of cure of, any default by the Debtors existing prior to the Closing Date under any of the Executory Contracts and Unexpired Leases proposed to be assumed by the Debtors and assigned to NewCo within the meaning of section 365(b)(1)(A) of the Bankruptcy Code; and (2) compensated, or provided adequate assurance of compensation, to the non-Debtor counterparties for any actual pecuniary loss to such party resulting from a default by the Debtors prior to the Effective Date under such contracts and leases, within the meaning of section 365(b)(1)(B) of the Bankruptcy Code. NewCo has provided adequate assurance of its (or its designated subsidiaries’) future performance of and under such contracts and leases within the meaning of sections 365(b)(1)(C) and 365(f)(2)(B) of the Bankruptcy Code.

SETTLEMENTS AND RELEASES

GGG. Pursuant to Bankruptcy Rule 9019(a), and in consideration for the distributions and other benefits provided under the Plan, the provisions of the Plan constitute a good faith compromise and settlement of all Claims and controversies resolved pursuant to the Plan (collectively, the “Settlements”), including, but not limited, to: (1) the Unencumbered Assets Settlement; (2) the Diminution Claim Allowance Settlement; (3) the Global Settlement; (4) the Resolution of Reclamation Obligations, including agreements substantially in the forms filed as Exhibits to the (a) Notice of Filing of Certain Agreements with the United States in Connection with Resolution of Reclamation Obligations on July 7, 2016 (Docket No. 2985) and (b) Second Notice of Filing Certain Agreements in Connection with Resolution of Reclamation Obligations filed on July 8, 2016 (Docket No. 3010); (5) the First Lien Lender Settlement; (6) the Second Lien Noteholder Settlement; (7) the Environmental Groups Settlement; (8) the Retiree Committee Settlement; and (9) the UMWA Funds Settlement.

HHH. Based upon the representations and arguments of counsel to the Debtors, the Global Settlement Parties, the Reclamation Obligation Resolution Parties, the Retiree Committee, the non-Debtor counterparties to the Environmental Groups Settlement (collectively, the “Environmental Groups”) and the UMWA Funds and all other testimony either actually given or proffered and other evidence introduced at the Confirmation Hearing and the full record of these Chapter 11 Cases, the findings and conclusions of which are hereby incorporated by reference as if fully set forth herein, this Order constitutes the Bankruptcy Court’s approval, as of the Effective Date, of all Settlements, including the Global Settlement, the Resolution of Reclamation Obligations, the First Lien Lender Settlement, the Second Lien Noteholder Settlement, the Environmental Groups Settlement, the Retiree Committee Settlement and the UMWA Funds Settlement, and the effectuation of the transactions previously approved by the Bankruptcy Court in, among others, the Global Settlement Stipulation, the Lender Settlements Order and the Retiree Committee Settlement provided for herein or in the Plan. Such approval is appropriate because, among other things:

• the Settlements reflect a reasonable balance between certainty and the risks and expenses of both future litigation and the continuation or conversion of these Chapter 11 Cases;

• absent the Settlements, there is a likelihood of complex and protracted litigation with the attendant expense, inconvenience and delay that would risk the Debtors’ reorganization efforts and the rehabilitation of the Debtors’ businesses;

• the Settlements fall well within the range of reasonableness for the resolution of complex litigation;

• the Settlements are fair, equitable and reasonable and in the best interests of the Debtors and their Estates, the Reorganized Debtors and their respective property, creditors and equity security holders, other parties in interest in the Chapter 11 Cases and the general public;

• the Settlements will maximize the value of the Estates by preserving and protecting the ability of the Reorganized Debtors to continue operating outside of bankruptcy protection in the ordinary course of business and in compliance with applicable law;

• the Settlements are essential to the successful implementation of the Plan;

• the Settlements are supported by, as applicable, the Debtors, the Global Settlement Parties, the Retiree Committee, the Environmental Groups and the UMWA Funds;

• the Resolution of Reclamation Obligations is supported by the Reclamation Obligation Resolution Parties;

• the Settlements are the product of arm’s length bargaining and good faith negotiations between and among the Debtors, the Global Settlement Parties, the Retiree Committee, the Environmental Groups and the UMWA Funds, all of which are represented by knowledgeable, competent and experienced counsel; and

• the Resolution of Reclamation Obligations is the product of arm’s length bargaining and good faith negotiations between and among the Debtors, the First Lien Lenders, NewCo and the Reclamation Obligation Resolution Parties.

See Parkhill Declaration ¶¶ 8-15; Eidson Declaration ¶¶ 15-31.

III. Further, based on the record before the Bankruptcy Court, including, but not limited to, the evidence proffered, adduced and/or presented at the Confirmation Hearing, which is reasonable, persuasive and credible, and has not been controverted by other evidence, the release, exculpation and injunction provisions set forth in the Plan (collectively, the “Plan Releases”) are necessary and fair because: (1) the non-Debtor Released Parties have contributed substantial assets to the reorganization and/or were critical contributors to the Settlements that make Confirmation of the Plan possible; (2) the Plan Releases are (i) essential to the Debtors’ reorganization, (ii) in the best interests of the Debtors, their Estates and parties in interest, (iii) essential consideration for the substantial concessions and contributions made by the Released Parties throughout the Chapter 11 Cases, (iv) a critical element of the integrated and related Settlements that are the foundation of the Plan and (v) integral to the structure of the Plan

and formed part of the agreement among all parties in interest embodied thereby; (3) all impaired Classes entitled to vote on the Plan have voted overwhelmingly to accept the Plan; (4) the Plan provides increased recoveries to various Classes affected by the Plan Releases who would receive smaller recoveries, or no recoveries at all, if the Debtors were liquidated or in the absence of some or all of the Settlements; and (5) the Plan Releases do not relieve any Released Party of any liability arising out of an act or omission constituting gross negligence or willful misconduct.

JJJ. Accordingly, without limiting the provisions of paragraph 36 hereof, the Bankruptcy Court finds that: (1) the release of potential Claims belonging to the Debtors or their Estates pursuant to the Plan represent a sound and valid exercise of the Debtors’ business judgment; (2) the third-party releases (including non-consensual third party releases) contemplated by the Plan are necessary and fair under the circumstances of the Chapter 11 Cases and consistent with applicable law; and (3) the Plan Releases were proposed in good faith, are essential to the Plan, are appropriately tailored, are intended to promote finality and prevent parties from attempting to circumvent the Plan’s terms and are consistent with the Bankruptcy Code and applicable law and, therefore, valid and binding. The third-party releases were disclosed in the Disclosure Statement and the Ballots and therefore consented to by all parties who voted in favor of the Plan, but, subject to the provisions of paragraph 36 hereof, shall also be binding on creditors who did not vote in favor of the Plan. In light of all the circumstances, the Plan Releases are consistent with the prevailing law in this District and are fair to the releasing parties.

KKK. This Court has jurisdiction under sections 157 and 1334(a) and (b) of title 28 of the United States Code to approve the releases, exculpations and injunctions set forth in Section III.E of the Plan. Section 105(a) of the Bankruptcy Code permits issuance of the injunctions and approval of the releases and exculpations set forth in Section III.E of the Plan.

CONDITIONS PRECEDENT TO CONFIRMATION OF THE PLAN

LLL. The conditions precedent to Confirmation of the Plan set forth in Section III.A of the Plan have been satisfied or duly waived in accordance with Section III.C of the Plan.

RETENTION OF JURISDICTION

MMM. The Bankruptcy Court properly retains jurisdiction over the matters set forth in Article VIII of the Plan and, subject to Article VIII of the Plan, the Bankruptcy Court properly retains jurisdiction over (1) any matter arising under the Bankruptcy Code, (2) arising in, or related to, the Chapter 11 Cases, the Plan or this Order after Confirmation thereof and after the Effective Date and (3) any other matter or proceeding that is within the Bankruptcy Court’s jurisdiction pursuant to 28 U.S.C. § 1334 or 28 U.S.C. § 157.

MISCELLANEOUS

NNN. All findings and conclusions contained in the Lender Settlements Order, the Global Settlement Stipulation, the Resolution of Reclamation Obligations, the First Lien Lender Settlement, the Second Lien Noteholder Settlement, the Environmental Groups Settlement, the Retiree Committee Settlement and the UMWA Funds Settlement are included herein by reference, the same as if such findings and conclusions were set forth herein in full. Except as may be set forth explicitly herein or in an amendment to any of the documents executed in connection with Lender Settlements Order, the Global Settlement, the Resolution of Reclamation Obligations, the First Lien Lender Settlement, the Second Lien Noteholder Settlement, the Environmental Groups Settlement, the Retiree Committee Settlement or the UMWA Funds Settlement, this Order does not modify or amend any of the provisions thereof.

OOO. The Debtors have and continue to maintain adequate and sufficient security for any and all liabilities related to Black Lung Benefits in accordance with applicable law.

PPP. All parties have had a full and fair opportunity to litigate all issues raised or that might have been raised in the Objections, and the Objections have been fully considered by the Bankruptcy Court.

QQQ. Given the facts and circumstances of these Chapter 11 Cases, it is appropriate that the 14-day stay imposed by Bankruptcy Rules 3020(e) and 7062(a) be waived. Time is of the essence in closing the NewCo Asset Sale, and the Debtors and NewCo intend to close the NewCo Asset Sale as soon as practicable in accordance with the terms of the Stalking Horse APA. Therefore, any party objecting to this Order must exercise due diligence in filing an appeal and pursuing a stay, or risk their appeal being foreclosed as moot.

ACCORDINGLY, IT IS HEREBY ORDERED, ADJUDGED AND DECREED, AS FOLLOWS:

A. Confirmation of Plan

1. The Plan and each of its provisions (whether or not specifically approved herein) are CONFIRMED in each and every respect, pursuant to section 1129 of the Bankruptcy Code; provided, however, that if there is any direct conflict between the terms of the Plan and the terms of this Order, the terms of this Order shall control.

2. The Effective Date of the Plan shall occur on the date determined by the Debtors when the conditions set forth in Section III.B of the Plan have been satisfied or, if applicable, have been waived in accordance with Section III.C of the Plan. For the avoidance of doubt, consistent with the terms thereof, the condition to the Effective Date set forth at Section III.B.8 of the Plan may not be waived without the prior written consent of the UMWA Funds.

3. Any objections or responses to Confirmation of the Plan and the approval of the NewCo Asset Sale or any other relief granted herein, and any reservation of rights contained therein, that (a) have not been withdrawn, waived or settled prior to the entry of this Order or (b) are not cured by the relief granted herein, are hereby OVERRULED in their entirety and on their merits, and all withdrawn objections or responses are hereby deemed withdrawn with prejudice. For the avoidance of doubt, and without limiting the foregoing, any timely objections to the Cure Amount Claims and to the assumption or assumption and assignment of any Executory Contracts or Unexpired Leases, other than issues relating to the assignability of such agreements, are preserved to the extent provided in the Contract Procedures Order.

B. Approval of NewCo Asset Sale

4. The Stalking Horse APA, the Related Agreements (including, but not limited to, any transition agreements that may be entered into between the Debtors, the Reorganized Debtors and NewCo or any affiliates thereof) and the transactions contemplated thereby, including the Restructuring Transactions, are approved, and the Debtors are authorized and empowered to enter into the Stalking Horse APA and the Related Agreements (including any transition agreements) and to perform their obligations thereunder subject to the terms and conditions thereof. Upon entry of this Order, the Debtors are further authorized and empowered to take any and all actions as may be necessary or appropriate to effectuate the terms of the Stalking Horse APA and the Related Agreements, including expending any necessary or appropriate funds post-Confirmation, without any further corporate authorization or order of the Bankruptcy Court.

5. The Debtors are hereby authorized and empowered, pursuant to sections 105, 363(b), 363(f) and 1123(b)(4) of the Bankruptcy Code, to sell the NewCo Assets to NewCo pursuant to and in accordance with the terms and conditions of the Stalking Horse APA, and,

pursuant to section 363 of the Bankruptcy Code, title to the NewCo Assets shall pass to NewCo at the closing under the Stalking Horse APA (the “Closing”), in accordance with Section 5.09(b) of the Stalking Horse APA, free and clear of any and all mortgages, options, pledges, liens, charges, security interests, encumbrances, restrictions, leases, licenses, easements, liabilities or claims of any nature whatsoever, direct or indirect, whether accrued, absolute, contingent or otherwise, including, without limitation, any of the foregoing related to applicable environmental laws and regulations with respect to any assets owned or operated by any of the Debtors or any corporate predecessor of any of the Debtors at any time prior to the Closing, any Black Lung Claims, any Coal Act Claims, any MEPP Claims and any other employee, workers’ compensation, occupational disease or unemployment or temporary disability related Claim, in each case other than the Assumed Liabilities and Permitted Encumbrances (as such terms are defined in the Stalking Horse APA) (collectively, and excluding such Assumed Liabilities and Permitted Encumbrances, the “Encumbrances”). All such Encumbrances upon the NewCo Assets shall be and hereby are unconditionally released, discharged and terminated, with all such Encumbrances to be treated in accordance with the terms of the Plan.

6. Without limiting the generality of the foregoing paragraph, neither NewCo, any affiliate of NewCo, any of the First Lien Lenders nor the First Lien Agent, nor any director, officer, agent, representative, successor, assign, equity holder, employee or professional of any of the foregoing shall, except as expressly provided in the Stalking Horse APA (including with respect to the assumption and assignment of any Executory Contract or Unexpired Lease), assume or be obligated to pay, perform or otherwise discharge any:

(a) Black Lung Liabilities and Workers’ Compensation Liabilities related to the NewCo Assets, including to and with respect to Business Employees and former employees who worked or who were employed at the NewCo Assets, including, but not limited to, any such Black Lung Liabilities and

Workers’ Compensation Liabilities of the Sellers or any of their respective Affiliates with respect to any of their respective predecessors, other than (i) with respect to any Transferred Employee (except as otherwise set forth in the following clause (iii)), any and all claims relating to employee health and safety, including claims for injury, sickness, disease or death, including any Workers’ Compensation Liabilities, to the extent arising out of an event or injurious exposure that occurs after the Closing, (ii) with respect to any Transferred Employee represented by the UMWA, other than Black Lung Liabilities, any and all claims relating to employee health and safety, including claims for injury, sickness, disease or death, to the extent arising out of an event or injurious exposure that occurs before, on or after the Closing and (iii) any and all Black Lung Liabilities with respect to any Transferred Employee (including any Transferred Employee represented by the UMWA) who is employed by NewCo or the applicable Designated Buyer for a period of not less than one year (as defined in 20 C.F.R. § 725.101(a)(32)) if NewCo or the applicable Designated Buyer is otherwise liable to such Transferred Employee for such Black Lung Liabilities;

(b) Liability with respect to any coal sales, natural gas sales in any way related to the PLR Complex (it being understood that certain of such Liabilities have been assigned to the purchaser of such assets pursuant to the PLR Order and the agreements attached thereto) or other goods sold or any service provided by the Debtors, including any such Liability (as defined in the Stalking Horse APA) or obligation (i) pursuant to any express or implied representation, warranty, agreement, coal specification undertaking or guarantee made by the Debtors, or alleged to have been made by the Debtors, (ii) imposed or asserted to be imposed by operation of Applicable Law or (iii) pursuant to any doctrine of product liability; or

(c) Liability (as defined in the Stalking Horse APA) arising under, relating to or with respect to any multiemployer pension plan.

7. The Debtors and NewCo are authorized to and shall comply with all provisions of the Stalking Horse APA.

8. The transfer of the NewCo Assets to NewCo pursuant to the Stalking Horse APA constitutes a legal, valid and effective transfer and shall vest NewCo with all right, title and interest of the Debtors in and to the NewCo Assets so transferred, and such transfer shall occur as set forth in the Restructuring Transactions described in Exhibit IV.B.1 to the Plan.

9. This Order and the Stalking Horse APA shall be binding upon, and shall inure to the benefit of, the Debtors, NewCo and their respective successors and assigns, including, without limitation, any Reorganized Debtor and any chapter 11 trustee hereinafter appointed for the Debtors.

10. As of the Closing, each of the Encumbrances against or in the NewCo Assets, if any, shall be deemed to be released.

11. All Avoidance Actions against the persons set forth in Schedule 2.01(n) to the Stalking Horse APA (if any) are hereby released and waived in accordance with Section 2.01(n) of the Stalking Horse APA.

12. Effective as of the Closing, all parties and/or entities asserting Encumbrances or contract rights against the Debtors and/or any of the NewCo Assets (other than rights under the assumed Executory Contracts or Unexpired Leases assigned to NewCo) are hereby permanently enjoined and precluded from, with respect to such Encumbrances or contract rights: (a) asserting, commencing or continuing in any manner any action against NewCo or any Affiliate of NewCo (including, for the avoidance of doubt, the First Lien Lenders) or the First Lien Agent, or any director, officer, agent, representative, successor, assign, equity holder, employee or professional of any of the foregoing (all such entities collectively, the “Protected Parties”) or against any Protected Party’s assets or properties, including, without limitation, the NewCo Assets; (b) the enforcement, attachment, collection or recovery, by any manner or means, of any judgment, award, decree or order against the Protected Parties or any properties or assets of the Protected Parties, including, without limitation, the NewCo Assets; (c) creating, perfecting or enforcing any encumbrance of any kind against the Protected Parties or any properties or assets of the Protected Parties, including, without limitation, the NewCo Assets; (d) asserting any

setoff, right of subrogation or recoupment of any kind against any obligation due to the Protected Parties; and (e) taking any action, in any manner, in any place whatsoever, that does not conform to or comply with the provisions of the Stalking Horse APA or this Order.

13. If any person or entity that has filed financing statements, mortgages, mechanic’s liens, lis pendens or other documents or agreements evidencing Encumbrances against or in the NewCo Assets shall not have delivered to the Debtors prior to the Closing, in proper form for filing and executed by the appropriate parties, termination statements, instruments of satisfaction and releases of the Encumbrances that the person or entity has with respect to the NewCo Assets, the Reorganized Debtors are hereby authorized to execute and file such statements, instruments, releases and other documents on behalf of the person or entity with respect to the NewCo Assets.

14. The provisions of this Order authorizing the sale of the NewCo Assets free and clear of Encumbrances shall be self-executing, and none of the Debtors, the Reorganized Debtors, NewCo nor any other party shall be required to execute or file releases, termination statements, assignments, cancellations, consents or other instruments to effectuate, consummate and/or implement the provisions hereof with respect to such sale; provided, however, that this paragraph shall not excuse such parties from performing any and all of their respective obligations under the Stalking Horse APA. Without in any way limiting the foregoing, NewCo is empowered to execute and file releases, termination statements, assignments, consents, cancellations or other instruments to effectuate, consummate and/or implement the provisions hereof with respect to such sale.

15. Each and every federal, state and local government agency or department and all filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds and other similar persons are hereby directed to accept any and all documents and

instruments necessary and appropriate to consummate the transactions contemplated by the Stalking Horse APA, the Related Agreements and this Order. A certified copy of this Order may be filed with the appropriate clerk and/or recorded to act to cancel any Encumbrances.

16. Consummation of the NewCo Asset Sale and the transactions contemplated by the Stalking Horse APA does not effect a de facto merger, consolidation, mere continuation or continuity of enterprise of the Debtors and NewCo or any affiliate of NewCo or result in the continuation of the Debtors’ business under the control of NewCo or any affiliate of NewCo. NewCo and its affiliates are not, nor will any of them become by virtue of the NewCo Asset Sale, the alter ego of, a successor in interest to or a continuation of the Debtors, nor is any of NewCo or its affiliates otherwise liable for the Debtors’ debts and obligations, unless otherwise specifically provided for in the Stalking Horse APA or pursuant to this Order; provided, however, that NewCo shall be treated as a continuation of and successor to ANR solely for U.S. federal income tax purposes (to the extent provided by the Internal Revenue Code) and section 1145 of the Bankruptcy Code.

17. All entities that are presently, or as of the Closing may be, in possession of some or all of the NewCo Assets are hereby directed to surrender possession of the NewCo Assets to NewCo upon the Closing.

18. In connection with the purchase of the NewCo Assets, NewCo is a purchaser in good faith for fair value within the meaning of section 363(m) of the Bankruptcy Code, and NewCo is entitled to the protections of section 363(m) of the Bankruptcy Code. Accordingly, the reversal or modification or appeal of the authorization provided herein to consummate the NewCo Asset Sale shall not affect the validity of the sale to NewCo, unless such authorization is duly stayed pending such appeal prior to the Closing.

19. The NewCo Asset Sale approved by this Order is not subject to avoidance pursuant to section 363(n) of the Bankruptcy Code. The consideration provided by NewCo for the NewCo Assets shall be deemed to constitute reasonably equivalent value and fair consideration.

20. From and after entry of this Order and as long as the Stalking Horse APA has not been terminated pursuant to its terms, none of the Debtors, the Reorganized Debtors, nor any other person shall take or cause to be taken any action that would adversely affect or interfere with the transfer of the NewCo Assets either to the Debtors prior to the Closing for subsequent transfer to NewCo, or to NewCo in accordance with the terms and conditions of the Stalking Horse APA and this Order.

21. For the avoidance of doubt, upon the occurrence of the Closing, except as specifically included in the Assumed Liabilities or set forth in a Final Order of the Bankruptcy Court, neither NewCo, any of its affiliates, any of the First Lien Lenders nor the First Lien Agent shall, or shall be deemed to: (a) be the successor of, or successor employer (as described under the Consolidated Omnibus Budget Reconciliation Act of 1986 (COBRA) and applicable regulations thereunder) to, the Debtors (including, without limitation, with respect to any collective bargaining agreements, pension plan (including any Pension Plan) or any plan for the provision of medical, surgical or hospital care benefits, or benefits in the event of sickness, accident, disability or death) and shall instead be, and be deemed to be, a new employer with respect to any and all federal or state unemployment laws, including any unemployment compensation or tax laws, or any other similar federal or state laws; (b) have any successor or vicarious liabilities of any kind or character, including, but not limited to, any theory of antitrust, environmental, successor or transferee liability, labor, employment or benefits law, de facto

merger, substantial continuity, mere continuation or continuity of enterprise, whether known or unknown as of the Closing, then existing or thereafter arising, whether fixed or contingent, asserted or unasserted, liquidated or unliquidated, with respect to the NewCo Assets, the Debtors or their affiliates or predecessors or any obligations of the Debtors or their affiliates or predecessors arising prior to the Closing; or (c) otherwise be liable in any way with respect to any Excluded Liability; provided, however, NewCo shall be treated as a continuation of and successor to ANR solely for U.S. federal income tax purposes (to the extent provided by the Internal Revenue Code) and section 1145 of the Bankruptcy Code.

22. This Order authorizes the transfer or assignment of any governmental (a) license, (b) permit, (c) registration, (d) authorization or (e) approval, or the discontinuation of any obligation thereunder, in accordance with the Stalking Horse APA, subject in each case to compliance with any applicable legal requirements under police or regulatory law. Without limiting the foregoing sentence, no Governmental Unit may revoke or suspend any right, license, trademark or other permission relating to the use of the NewCo Assets sold, transferred or conveyed to NewCo on account of the filing or pendency of these Chapter 11 Cases or the consummation of the NewCo Asset Sale.

23. Nothing in this Order or the Stalking Horse APA shall release, nullify, preclude or enjoin the enforcement of any police power or regulatory liability to a Governmental Unit that any entity would be subject to as the owner, lessee, permittee, controller or operator of property or a mining operation after the Closing, including, but not limited to, liability for reclamation pursuant to the Surface Mining Control and Reclamation Act (“SMCRA”) and applicable state law, whether or not the conditions giving rise to such enforcement arose prior to or after the Effective Date, provided, however, that nothing in this paragraph shall limit or modify the Resolution of Reclamation Obligations with respect to the parties thereto.

24. No provision of the Bidding Procedures Order, this Order, the Stalking Horse APA or any Related Agreement (or any other purchase and sale agreement) shall be a ruling or is intended to be construed as a ruling on whether NewCo (or any affiliate thereof) is a successor to the Debtors for purposes of registration and reporting under the federal securities laws (including relevant rules and regulations promulgated thereunder) (the “Federal Securities Laws”), and NewCo’s (or any affiliate thereof’s) obligation, if any, to file periodic public reports with the SEC shall be governed by applicable provisions of the Federal Securities Laws. Except as may be expressly set forth herein, nothing in the Bidding Procedures Order, this Order, the Stalking Horse APA or any Related Agreements shall relieve or excuse the Debtors, the Reorganized Debtors, NewCo or any other party from complying with any and all applicable Federal Securities Laws.

25. As provided in Section 7.14 of the Stalking Horse APA, upon the dissolution of ANR, the Reorganized Debtors will automatically succeed to the rights, and are authorized to assume and perform the obligations, of ANR arising after the Closing under the Transaction Documents (as defined in the Stalking Horse APA).

26. As of the Closing, all agreements of any kind whatsoever and all orders of the Bankruptcy Court entered prior to the date hereof shall be deemed amended or otherwise modified to the extent required to permit consummation of the NewCo Asset Sale.

27. The Stalking Horse APA, the Related Agreements and any other related agreements, documents or other instruments may be modified, amended or supplemented through a written document signed by the parties thereto in accordance with the terms thereof,

provided that: (a) an order of the Bankruptcy Court has approved such modification, amendment or supplement; (b) such modification, amendment or supplement is not material; (c) such modification, amendment or supplement is made in the ordinary course of business; or (d) such modification, amendment or supplement is made in accordance with the terms thereof.

28. In the event of any inconsistencies between this Order and the Stalking Horse APA, this Order shall govern in all respects.

C. Approval of Settlements

29. In accordance with section 1123(b)(3)(A) of the Bankruptcy Code and pursuant to Bankruptcy Rule 9019, the Settlements set forth in or incorporated into the Plan (including, without limitation, the Unencumbered Assets Settlement, the Diminution Claim Allowance Settlement, the Global Settlement, the Resolution of Reclamation Obligations, the First Lien Lender Settlement, the Second Lien Noteholder Settlement, the Environmental Groups Settlement, the Retiree Committee Settlement and the UMWA Funds Settlement), and all agreements and other documents relating to the foregoing, are approved in all respects on a final, non-contingent basis.

30. The Debtors and the Reorganized Debtors, as applicable, are duly authorized to execute, deliver, implement and fully perform any and all obligations, instruments, documents and papers related to the Settlements, and to take any and all actions reasonably necessary or appropriate to consummate the Settlements.

D. Approval of Releases

31. The Plan Releases are approved in all respects, incorporated herein in their entirety, so ordered and shall be immediately effective on the Effective Date without further order or action on the part of the Bankruptcy Court, any of the parties to such releases or any other party.

32. Without limiting any other applicable provisions of, or releases contained in, the Plan, as of the Effective Date, the Debtors and the Reorganized Debtors, on behalf of themselves and their affiliates, the Estates and their respective successors, assigns and any and all Persons who may purport to claim by, through, for or because of them, shall forever release, waive and discharge all Liabilities that they have, had or may have against any Released Party except with respect to obligations arising under the Plan, the Unencumbered Assets Settlement, the Diminution Claim Allowance Settlement, the Global Settlement Stipulation, the Resolution of Reclamation Obligations, the First Lien Lender Settlement, the Second Lien Noteholder Settlement, the Environmental Groups Settlement, the Retiree Committee Settlement or the UMWA Funds Settlement; provided, however, that the foregoing provisions shall not affect the liability of any Released Party that (a) arises under any transition agreement entered into by the Debtors or the Reorganized Debtors and effective on and following the Effective Date and (b) otherwise would result from any act or omission to the extent that act or omission subsequently is determined in a Final Order to have constituted gross negligence or willful misconduct.

33. Without limiting any other applicable provisions of, or releases contained in, the Plan, as of the Effective Date, in consideration for the obligations of the Debtors and the Reorganized Debtors under the Plan and the consideration and other contracts, instruments, releases, agreements or documents to be entered into or delivered in connection with the Plan, each holder of a Claim or Interest, to the fullest extent permissible under law, shall be deemed to forever release, waive and discharge all Liabilities in any way relating to a Debtor, the Chapter 11 Cases, the Estates, the Plan, the Confirmation Exhibits or the Disclosure Statement that such Person has, had or may have against any Released Party (which release will be in addition to the

discharge of Claims and termination of Interests provided herein and under the Plan and the Bankruptcy Code); provided, however, that the foregoing provisions shall not affect the liability of any Released Party that otherwise would result from any act or omission to the extent that act or omission is determined in a Final Order to have constituted gross negligence or willful misconduct; provided, further, that the foregoing provisions shall not affect any rights to enforce the Plan, the Unencumbered Assets Settlement, the Diminution Claim Allowance Settlement, the Global Settlement Stipulation, the Resolution of Reclamation Obligations, the First Lien Lender Settlement, the Second Lien Noteholder Settlement, the Environmental Groups Settlement, the Retiree Committee Settlement or the UMWA Funds Settlement or the other contracts, instruments, releases, agreements or documents to be, or previously, entered into or delivered in connection with the Plan. For the avoidance of doubt and without limiting any releases granted in the Resolution of Reclamation Obligations, nothing in this paragraph shall release any Person from any liabilities owing to the United States of America.

34. From and after the Effective Date, except with respect to obligations arising under (a) the Plan, (b) the Unencumbered Assets Settlement, (c) the Diminution Claim Allowance Settlement, (d) the Global Settlement, (e) the Resolution of Reclamation Obligations, (f) the First Lien Lender Settlement, (g) the Second Lien Noteholder Settlement, (h) the Environmental Groups Settlement, (i) the Retiree Committee Settlement, (j) the UMWA Funds Settlement, (k) that certain Agreement to Fund the VEBA between Contura Energy, Inc. and the UMWA, (l) that certain Memorandum of Understanding on Transition of New Labor Agreements among Contura Energy, Inc., the UMWA and Debtors Cumberland Coal Resources, LP, Emerald Coal Resources, LP, Litwar Processing Company, LLC, Power Mountain Coal Company, Goals Coal Company, Bandmill Coal Corporation, Longfork Coal Company, Omar Mining Company and

Dickenson-Russel Coal Company, LLC and (m) that certain Agreement to Mine the Foundation Reserves Under the Terms of the 2016 Agreement between Contura Energy, Inc. and the UMWA, or other obligations assumed in connection with the Plan or this Order, to the fullest extent permitted by applicable law, the Released Parties shall release one another from any and all Liabilities that any Released Party is entitled to assert against any other Released Party in any way relating to: (a) any Debtor; (b) the Chapter 11 Cases; (c) the Estates; (d) the formulation, preparation, negotiation, dissemination, implementation, administration, confirmation or consummation of any of the Plan (or the property to be distributed under the Plan), the Confirmation Exhibits, the Disclosure Statement, the Unencumbered Assets Settlement, the Diminution Claim Allowance Settlement, the Global Settlement, the Resolution of Reclamation Obligations, the First Lien Lender Settlement, the Second Lien Noteholder Settlement, the Environmental Groups Settlement, the Retiree Committee Settlement or the UMWA Funds Settlement, or any contract, employee pension or other benefit plan, instrument, release or other agreement or document related to any Debtor, the Chapter 11 Cases or the Estates created, modified, amended, terminated or entered into in connection with either the Plan or any agreement between the Debtors and any Released Party; (e) the process of marketing, selling and disposing of Assets pursuant to the Sale Orders, the De Minimis Sale Order or other orders entered by the Bankruptcy Court in the Chapter 11 Cases approving the sale or other disposition of Assets, including in connection with the NewCo Asset Sale; or (f) any other act taken or omitted to be taken in connection with the Chapter 11 Cases or the implementation of the Plan; provided, however, that the foregoing provisions shall not affect the liability of any Released Party that otherwise would result from any act or omission to the extent that act or omission is determined in a Final Order to have constituted gross negligence or willful misconduct.

35. Notwithstanding anything in the Plan or this Confirmation Order to the contrary, Sections III.E.5 and III.E.6 of the Plan shall not apply with respect to the prosecution by plaintiffs of claims asserted against certain former directors and officers of Massey Energy Company in the litigation captioned as In re Massey Energy Co. Deriv. & Class Action Litigation, C.A. No. 5430-CB (Del. Ch.).

36. Except (A) as expressly limited by the terms of the Resolution of Reclamation Obligations (to the extent applicable, and only as applicable to the signatory agencies or nongovernmental parties thereto) and (B) subject to subsection (a)(ii)(B) of this paragraph 36 and paragraph 23 of this Order, with respect to any relief expressly granted to NewCo in the Plan or this Order (including, but not limited to, any provisions of the Plan or this Order approving the NewCo Asset Sale free and clear of Encumbrances), nothing in the Plan or this Order:

(a) releases, discharges, exculpates, precludes or enjoins the enforcement of:

i. any liability or obligation to, or any claim or any cause of action by, a Governmental Unit under any applicable Environmental Law to which any Reorganized Debtor is subject to the extent that it is the owner, lessee, permittee, controller or operator of real property or a mining operation after the Effective Date (whether or not such liability, obligation, claim or cause of action is based in whole or in part on acts or omissions prior to the Effective Date);

ii. the obligations under the Consent Decree in United States, et al. v. Alpha Natural Resources, Inc. et al., No. 2:14-11609 (S.D.W.Va.) either: (A) against the Reorganized Debtors with respect to their facilities or future facilities; or (B) against NewCo with respect to Section IX thereof, including the construction and operation of the Advanced Water Treatment Plant and related obligations, as it pertains to the Cumberland and Emerald mining complexes;

iii. any liability to a Governmental Unit under Environmental Law, the Federal Mine Safety and Health Act of 1977, any state mine safety law, ERISA, the Black Lung Act or other applicable police or regulatory law, in each case, that is not a Claim;

iv. any claim of a Governmental Unit under any Environmental Law, ERISA, the Black Lung Act or other applicable police or regulatory law, in each case, arising after the Effective Date;

v. any liability to a Governmental Unit on the part of any Person or entity other than the Debtors or the Reorganized Debtors, or any claim assertable by a Governmental Unit against any Person or entity other than the Debtors or the Reorganized Debtors; or

vi. any valid right of setoff or recoupment by any Governmental Unit, subject to the requirements of section 553 of the Bankruptcy Code or other applicable law; provided that, for the avoidance of doubt, the preservation of such setoff and recoupment rights shall not limit or impede the free and clear nature of the NewCo Asset Sale consistent with Section IV.C of the Plan; provided further that NewCo is not purchasing any federal or state tax refunds of the Debtors;

(b) enjoins or otherwise bars any Governmental Unit from asserting or enforcing, outside the Bankruptcy Court, any liability described in the preceding clause (a) hereof (provided that the Bankruptcy Court retains jurisdiction to determine whether environmental liabilities asserted by any Governmental Unit are discharged or otherwise barred by the Plan, any document relating to the Plan or the Restructuring Transactions, the Stalking Horse APA, this Order or the Bankruptcy Code), or shall divest any tribunal or other government body of any jurisdiction it may have under Environmental Law, ERISA, the Black Lung Act or other applicable police or regulatory law to adjudicate any defense asserted under the Plan or the Confirmation Order; and/or

(c) authorizes the transfer or assignment of any (i) license, (ii) permit, (iii) registration, (iv) lease, (v) authorization, (vi) approval, (vii) agreement or (viii) contract, in each case, with a Governmental Unit, or the discontinuation of any obligation thereunder, without compliance with all applicable legal requirements, court orders and approvals under non-bankruptcy laws and regulations;

provided, however, for the avoidance of doubt, the foregoing does not (i) limit or modify any provision of the Plan or this Order that expressly addresses Governmental Units, Black Lung Claims or ERISA matters or (ii) limit the exculpation expressly set forth in Section III.E.7 of the Plan;

provided, further, for the avoidance of doubt, the foregoing does not limit any releases, discharges, exculpations, preclusions or injunctions in any agreement forming part of the Resolution of Reclamation Obligations to which any Governmental Unit is signatory.

37. For the purposes of the foregoing paragraph, the term “Environmental Law” shall mean all federal, state and local statutes, regulations, ordinances and similar provisions having the force or effect of law, all judicial and administrative orders, agreements and determinations and all common law concerning pollution or protection of the environment, or environmental impacts on human health and safety, including the Atomic Energy Act; the Clean Air Act; the Comprehensive Environmental Response, Compensation, and Liability Act; the Clean Water Act; the Clean Air Act; the Emergency Planning and Community Right to Know Act; the Federal Insecticide, Fungicide, and Rodenticide Act; the Resource Conservation and Recovery Act; the Safe Drinking Water Act; SMCRA; the Toxic Substances Control Act; and any state or local equivalents of the foregoing.

38. Nothing in the Plan or this Order: (a) administers or otherwise affects the trust established by the Debtors pursuant to 26 U.S.C. § 501(c)(21) as security for the payment of Black Lung Claims, or the funds deposited (and required to be deposited) therein, except that the Reorganized Debtors are vested with such legal title or other authority as necessary to effectuate the equitable purpose of the trust; (b) impairs or otherwise affects the obligation of the Debtors to maintain funds in the trust as required by the U.S. Department of Labor on February 6, 2014; or (c) enjoins or otherwise precludes any Governmental Unit from drawing on funds in the trust, including for Black Lung Claims discharged pursuant to the Plan.

39. Nothing in the Plan or this Order:

(a) releases, discharges, exculpates, precludes or enjoins the enforcement of any liability or obligation under the Black Lung Act with respect to: (i) any miner whose last day of employment with any of the Debtors occurred on or after the Petition Date (the obligation for which shall be assumed by the Reorganized Debtors); or (ii) any miner employed by any of the Reorganized Debtors (including, for (i) and (ii), any liability or obligation under the Black Lung Act with respect to any dependent or survivor of such a miner); or

(b) enjoins or otherwise bars the U.S. Department of Labor from asserting or enforcing, outside the Bankruptcy Court, any liability described in the preceding clause (a) hereof, or shall divest any tribunal or other government body of any jurisdiction it may have under the Black Lung Act or other applicable police or regulatory law to adjudicate any defense asserted under the Plan or this Order.

40. Nothing in paragraph 8 of the Order (I) Authorizing the Debtors to (A) Reject Certain Unexpired Leases of Nonresidential Real Property and (B) Assume Certain Leases of Nonresidential Real Property, and (II) Granting Related Relief (Docket No. 2727) or any similar orders entered by the Bankruptcy Court (a) applies to (i) the Office of Surface Mining Reclamation and Enforcement; (ii) the West Virginia Department of Environmental Protection; (iii) the Illinois Department of Natural Resources; (iv) the Kentucky Energy and Environment Cabinet, Department for Natural Resources; or (v) the Virginia Department of Mines, Minerals and Energy; or (b) interferes in any way with such parties’ enforcement of the surface mining laws against the Debtors, the Reorganized Debtors or any other parties.

41. From and after the Effective Date, the Released Parties shall neither have nor incur any liability to any Person for any act taken or omitted to be taken in connection with the Debtors’ restructuring, including the formulation, negotiation, preparation, dissemination, implementation, Confirmation or approval of the Plan (or the Distributions under the Plan), the Confirmation Exhibits, the Disclosure Statement, the Unencumbered Assets Settlement, the Diminution Claim Allowance Settlement, the Global Settlement Stipulation, the First Lien

Lender Settlement, the Second Lien Noteholder Settlement, the Resolution of Reclamation Obligations, the Environmental Groups Settlement, the Retiree Committee Settlement or the UMWA Funds Settlement or any contract, employee pension or other benefit plan, instrument, release or other agreement or document provided for or contemplated in connection with the consummation of the transactions set forth in the Plan; provided, however, that this paragraph shall not apply to the obligations arising under the Plan, the obligations assumed thereunder, the Unencumbered Assets Settlement, the Diminution Claim Allowance Settlement, the Global Settlement Stipulation, the First Lien Lender Settlement, the Second Lien Noteholder Settlement, the Resolution of Reclamation Obligations, the Environmental Groups Settlement, the Retiree Committee Settlement or the UMWA Funds Settlement; and provided further that the foregoing provisions shall not affect the liability of any Person that otherwise would result from any act or omission to the extent that act or omission is determined in a Final Order to have constituted gross negligence or willful misconduct. Any of the foregoing parties in all respects shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan.

E. Consolidation of the Debtors

42. As no objections to such consolidation have been filed or served by any party, pursuant to Section VII.B of the Plan, the limited administrative consolidation of the Debtors solely for the purpose of implementing the Plan, including for purposes of voting, assessing whether Confirmation standards have been met, calculating and making Distributions under the Plan and filing post-Confirmation reports and paying quarterly fees to the Office of the United States Trustee, is hereby approved. Pursuant to such administrative consolidation, and without in any way modifying, limiting or impairing the effectiveness of the Restructuring Transactions described on Exhibit IV.B.1 to the Plan, as of the Effective Date: (a) all assets and liabilities of

the Debtors will be deemed merged; (b) all guarantees by one Debtor of the obligations of any other Debtor will be deemed eliminated so that any Claim against any Debtor and any guarantee thereof executed by any other Debtor and any joint or several liability of any of the Debtors will be deemed to be one obligation of the consolidated Debtors; (c) each and every Claim filed or to be filed in the Chapter 11 Case of any Debtor will be deemed filed against the consolidated Debtors and will be deemed one Claim against and a single obligation of the consolidated Debtors, and the Debtors may file and the Bankruptcy Court will sustain objections to Claims for the same liability that are filed against multiple Debtors; and (d) Intercompany Claims between Debtors will be eliminated and extinguished.

43. Such administrative consolidation (other than for the purpose of implementing the Plan) shall not affect (a) the legal and corporate structures of the Debtors, subject to the right of the Debtors to effect the Restructuring Transactions as provided in Section IV.B of the Plan; (b) the vesting of the Assets (subject to the provisions of paragraph 46 hereof) in the applicable Reorganized Debtors; (c) the right to distributions from any Insurance Contracts or the proceeds thereof; or (d) the rights of any Person to contest alleged setoff or recoupment efforts on the grounds of lack of mutuality under section 553 of the Bankruptcy Code and otherwise applicable law.

F. Vesting and Transfer of Assets

44. On the Effective Date, except as otherwise provided in the Plan (including with respect to the Restructuring Transactions described in Section IV.B of, and Exhibit IV.B.1 to, the Plan) or this Order: (a) Reorganized Holdings and Reorganized Opco shall exist as separate corporate entities, with all corporate powers in accordance with state law and the certificates of incorporation and bylaws included in Exhibits IV.E.1.a and IV.E.1.b to the Plan; (b) each Debtor will, as a Reorganized Debtor, continue to exist after the Effective Date as a direct or indirect

subsidiary of Reorganized Opco, and as a separate legal entity, with all of the powers of such a legal entity under applicable law and without prejudice to any right to alter or terminate such existence (whether by merger, dissolution or otherwise) under applicable state law; and (c) on the Effective Date, pursuant to sections 1141(b) and (c) of the Bankruptcy Code, all property of the Estate of each Debtor, and any property acquired by a Debtor or Reorganized Debtor under the Plan will vest, subject to the Restructuring Transactions and the provisions of paragraph 46 hereof, in the applicable Reorganized Debtor or its successors or assigns, as the case may be, free and clear of all Claims, Liens, charges, Liabilities, other encumbrances, Interests and other interests. Such vesting does not constitute a voidable transfer under the Bankruptcy Code or applicable nonbankruptcy law.

45. On and after the Effective Date, each Reorganized Debtor may operate its business and may use, acquire and dispose of property and compromise or settle any claims without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules, other than those restrictions expressly imposed by the Plan or this Order. Without limiting the foregoing, each Reorganized Debtor may pay the charges that it incurs on or after the Effective Date for Professionals’ fees, disbursements, expenses or related support services (including fees relating to the preparation of Professional fee applications) without application to, or the approval of, the Bankruptcy Court.

46. For the avoidance of doubt, the assets to be contributed to the Reorganized Debtors pursuant to the Plan shall not include (a) the NewCo Assets subject to the NewCo Asset Sale or (b) any other Assets subject to an asset sale consummated on or prior to the Effective Date pursuant to a Sale Order or the De Minimis Sale Order.

G. Restructuring Transactions

47. On or after the Confirmation Date, the applicable Debtors or Reorganized Debtors may enter into such Restructuring Transactions and may take such actions as the Debtors or Reorganized Debtors may determine to be necessary or appropriate, in accordance with applicable nonbankruptcy law, to effectuate (a) the Distributions contemplated by the Plan, (b) the NewCo Asset Sale, (c) a corporate restructuring of their respective businesses or (d) the simplification of the overall corporate structure of the Reorganized Debtors, including, but not limited to, the Restructuring Transactions identified on Exhibit IV.B.1 to the Plan, all to the extent not inconsistent with any other terms of the Plan. Unless otherwise provided by the terms of a Restructuring Transaction in accordance with applicable law (including as may be set forth on Exhibit IV.B.1 to the Plan), all such Restructuring Transactions will be deemed to occur on the Effective Date and may include one or more mergers, consolidations, restructurings, reorganizations, transfers, dispositions (including, for the avoidance of doubt, any asset dispositions under or in connection with the Plan or any Core Asset Sale Order, including the NewCo Asset Sale), conversions, liquidations or dissolutions, as may be determined by the Debtors or the Reorganized Debtors to be necessary or appropriate. To the extent applicable, the Restructuring Transactions shall be deemed to occur in the order and manner described in Exhibit IV.B.1 to the Plan. For the avoidance of doubt, any Restructuring Transaction that results in the continued ownership of Alpha Natural Resources, Inc. by any Reorganized Debtor, in whatever legal form Alpha Natural Resources, Inc. may exist after the occurrence of the Effective Date, shall not result in any liability to any Reorganized Debtor inconsistent with the terms of the Plan or this Order, nor shall the Restructuring Transactions result in any liability to NewCo, its Representatives or any affiliate of the foregoing except as expressly provided in the Stalking Horse APA. To the extent required by the Internal Revenue Code (and any other applicable law), this Order shall constitute a “plan of liquidation” solely with respect to any liquidation of any Debtor for U.S. federal income tax (and other applicable tax) purposes.

H. Approval of Discharge of Claims and Termination of Interests

48. The discharge and termination of interest provisions set forth in Section III.E.4 of the Plan are approved in all respects, incorporated herein in their entirety, so ordered and shall be immediately effective on the Effective Date without further order or action on the part of the Bankruptcy Court or any other party.

49. Except as specifically set forth in the Plan or this Order, as of the Effective Date and consistent with Exhibit IV.B.1 to the Plan, the Reorganized Debtors shall be discharged of all Claims and other debts and Liabilities, including Black Lung Claims, and all Interests and other rights of the holders of Interests in the Debtors shall be terminated, pursuant to sections 524(a)(1), 524(a)(2) and 1141(d) of the Bankruptcy Code, and such discharge will void any judgment obtained against the Debtors at any time, to the extent that such judgment relates to a discharged Claim or terminated Interest.

I. Release of Liens

50. The release and discharge of all mortgages, deeds of trust, liens or other security interests against the property of any Estate as set forth in Section IV.Q of the Plan are approved in all respects, are incorporated herein in their entirety, are so ordered and shall be immediately effective on the Effective Date of the Plan without further order or action on the part of the Bankruptcy Court. As of the Effective Date, the Reorganized Debtors shall be authorized to execute and file on behalf of creditors Form UCC-3 termination statements or such other forms as may be necessary or appropriate to implement this Order and Section IV.Q of the Plan.

51. Pursuant to section 1142 of the Bankruptcy Code, all entities holding Claims against or Interests in the Debtors that are treated under the Plan are hereby directed to execute,

deliver, file or record any document, and to take any action, necessary to implement, consummate and otherwise effect the Plan in accordance with its terms, and all such entities shall be bound by the terms and provisions of all documents executed and delivered by them in connection with the Plan. Upon the entry of this Order, all entities holding Claims against or Interests in the Debtors that are treated under the Plan, and other parties in interest, along with their respective present or former employees, agents, officers, directors or principals, shall be enjoined from taking any actions to interfere with the implementation and consummation of the Plan.

J. Injunction

52. As of the Effective Date, except as provided in the Plan or this Order, all Persons who have been, are or may be holders of (a) Claims, including Black Lung Claims, or (b) Interests, shall be, and hereby are, enjoined from taking any of the following actions against or affecting any Released Party, or the respective assets or property thereof, with respect to such Claims or Interests (other than actions brought to enforce any rights or obligations under the Plan and appeals, if any, from this Order): (i) commencing, conducting or continuing in any manner, directly or indirectly, any suit, action or other proceeding of any kind against any Released Party, or the respective assets or property thereof; (ii) enforcing, levying, attaching, collecting or otherwise recovering by any manner or means, directly or indirectly, any judgment, award, decree or order against any Released Party, or the respective assets or property thereof; (iii) creating, perfecting or otherwise enforcing in any manner, directly or indirectly, any Lien against any Released Party, or the respective assets or property thereof, other than as contemplated by the Plan; (iv) asserting any setoff, right of subrogation or recoupment of any kind, directly or indirectly, against any obligation due a Released Party, or the respective assets or property thereof; and (v) proceeding in any manner in any place whatsoever that does not conform to or comply with the provisions of the Plan or the Settlements.

53. All Persons that have held, currently hold or may hold any Liabilities released or exculpated pursuant to Sections III.E.6 and III.E.7 of the Plan, respectively, are permanently enjoined from taking any of the following actions against any Released Party or its property on account of such released Liabilities: (a) commencing, conducting or continuing in any manner, directly or indirectly, any suit, action or other proceeding of any kind; (b) enforcing, levying, attaching, collecting or otherwise recovering by any manner or means, directly or indirectly, any judgment, award, decree or order; (c) creating, perfecting or otherwise enforcing in any manner, directly or indirectly, any Lien; (d) except as provided herein, asserting any setoff, right of subrogation or recoupment of any kind, directly or indirectly, against any obligation due a Released Party; and (e) commencing or continuing any action, in any manner, in any place that does not comply with or is inconsistent with the provisions of the Plan or this Order.

K. Survival of Corporate Indemnities

54. Prior to the Effective Date, the Debtors (a) shall make arrangements to continue liability and fiduciary (including ERISA) insurance, or purchase a tail policy or policies, for the period from and after the Effective Date, for the benefit of any person who is serving or has served as one of the Debtors’ directors, officers or employees at any time from and after the Petition Date and (b) shall fully pay the premium for such insurance. Any and all directors’ and officers’ liability and fiduciary (including ERISA) insurance or tail policies in existence as of the Effective Date shall be continued in accordance with their terms and, to the extent applicable, shall be deemed assumed by the applicable Debtor pursuant to section 365 of the Bankruptcy Code. For the avoidance of doubt, nothing in the Plan or this Order shall modify, limit or otherwise alter the obligations of the Reorganized Debtors pursuant to Sections 5.12 or 9.02 of the Stalking Horse APA.

55. The obligations of each Debtor or Reorganized Debtor to indemnify any person who was serving as one of its directors, officers or employees on or after the Petition Date by reason of such person’s prior or future service in such a capacity, or as a director, officer or employee of another corporation, partnership or other legal entity at the applicable Debtor’s request, to the extent provided in the applicable certificates of incorporation, bylaws or similar constituent documents, by statutory law or by written agreement, policies or procedures of or with such Debtor or Reorganized Debtor, will be deemed and treated as Executory Contracts that are assumed by the applicable Debtor pursuant to the Plan and section 365 of the Bankruptcy Code as of the Effective Date. Accordingly, such indemnification obligations shall survive and be unaffected by entry of this Order, irrespective of whether such indemnification is owed for an act or event occurring before or after the Petition Date; provided, however, that nothing herein shall create any liability to NewCo on account of such indemnity obligations.

56. The obligations of each Debtor to indemnify any person who was serving as one of its directors, officers or employees (or as a director, officer or employee of another corporation, partnership or other legal entity at the applicable Debtor’s request) prior to but not on or after the Petition Date by reason of such person’s prior service in such a capacity, to the extent provided in the applicable certificates of incorporation, bylaws or similar constituent documents, by statutory law or by written agreement, policies or procedures of or with such Debtor or otherwise, shall terminate and be discharged pursuant to section 502(e) of the Bankruptcy Code or otherwise as of the Effective Date; provided, however, that to the extent that such indemnification obligations no longer give rise to contingent Claims that can be disallowed

pursuant to section 502(e) of the Bankruptcy Code, such indemnification obligations shall be deemed and treated as Executory Contracts that are rejected by the applicable Debtor pursuant to the Plan and section 365 of the Bankruptcy Code as of the Effective Date, and any Claims arising from such indemnification obligations (including any rejection damage claims) shall be subject to the bar date provisions of Section II.G.6 of the Plan.

L. Exemption From Federal Securities Laws

57. To the maximum extent provided by section 1145 of the Bankruptcy Code and/or applicable nonbankruptcy law (including section 4(a)(2) of the Securities Act with respect to any NewCo Equity and/or other securities issued or transferred under the Plan in connection with the Second Lien Noteholder Distribution), the offering, issuance and distribution of the Reorganized ANR Contingent Revenue Payment, the Reorganized ANR Preferred Interests, NewCo Equity, NewCo Warrants, Reorganized ANR Common Stock and First Lien Lender Takeback/Preferred Consideration or other securities issued or transferred under the Plan shall be exempt from section 5 of the Securities Act, all rules and regulations promulgated thereunder and any state or local law requiring registration for the offer or sale of a security or registration or licensing of an issuer or underwriter of, or broker or dealer in, a security. NewCo shall remain a successor to the Debtors for purposes of section 1145 of the Bankruptcy Code.

58. In accordance with the terms of the Second Lien Noteholder Settlement and the right of the Ad Hoc Committee of Second Lien Noteholders thereunder to allocate the Second Lien Noteholder Distribution among the Second Lien Noteholders, the form of consideration received as part of the Second Lien Noteholder Distribution will depend on such holder’s status as an accredited investor for purposes of the Federal Securities Laws, and no term, condition or provision of the Plan or this Order shall require the Debtors, NewCo or any other person or entity to make any distribution to any Second Lien Noteholder in a manner that is inconsistent with Federal Securities Laws.

M. Exemption From Taxation

59. Pursuant to section 1146(a) of the Bankruptcy Code, the following shall not be subject to any stamp Tax, real estate transfer Tax, mortgage recording Tax, filing fee, sales or use Tax or similar Tax, fee or charge: (a) the issuance, transfer or exchange of any securities, including in connection with any Restructuring Transactions; (b) the creation of any mortgage, deed of trust, Lien or other security interest; (c) the making or assignment of any lease or sublease; (d) the execution and delivery of the Exit Facility Documents; (e) any Restructuring Transaction, including (i) the NewCo Asset Sale contemplated in the Stalking Horse APA, (ii) vesting of property of the Debtors’ Estates in the Reorganized Debtors, and (iii) any transfers or distributions pursuant to the Plan; (f) any sale of Assets by the Debtors under section 363 of the Bankruptcy Code that closes in connection with the Plan, including the transfer of assets to NewCo as part of the NewCo Asset Sale; and (g) the making or delivery of any deed or other instrument of transfer under, in furtherance of or in connection with the Plan or the NewCo Asset Sale, including any merger agreements, agreements of consolidation, restructuring, reorganization, transfer, disposition, conversion, liquidation or dissolution, deeds, bills of sale or assignments, applications, certificates or statements executed or filed in connection with any of the foregoing or pursuant to the Plan.

60. All filing and recording officers are hereby directed to accept for filing or recording all instruments of transfer to be filed and recorded in accordance with the Plan or the Confirmation Exhibits without payment of any Taxes, fees or charges described in paragraph 59 above. Notice of entry of this Order in the form approved by the Bankruptcy Court (a) shall have the effect of an order of the Bankruptcy Court, (b) shall constitute sufficient notice of the

entry of this Order to such filing and recording officers and (c) shall be a recordable instrument notwithstanding any contrary provision of applicable nonbankruptcy law. The Bankruptcy Court retains jurisdiction to enforce the foregoing direction by contempt proceedings or otherwise.

61. Any transfers of owned or leased real property undertaken pursuant to the Plan or the Restructuring Transactions (including the NewCo Asset Sale) are specifically for the purpose of implementing the Plan and reorganizing and restructuring the Debtors under the Bankruptcy Code and shall not trigger (a) any increase in applicable real property taxes or (b) a reappraisal of any real property so transferred.

N. Executory Contracts and Unexpired Leases

62. The Executory Contract and Unexpired Lease provisions of Section II.G of the Plan are specifically approved in all respects, are incorporated herein in their entirety and are so ordered. The Debtors are authorized to assume, assign and/or reject Executory Contracts or Unexpired Leases in accordance with Section II.G of the Plan and the Contract Procedures Order, including in connection with the NewCo Asset Sale.

63. This Order shall constitute an order of the Bankruptcy Court approving the assumptions, assumptions and assignments, or rejections described in Section II.G of the Plan (including any related assignment resulting from the Restructuring Transactions, the NewCo Asset Sale or otherwise), pursuant to sections 365 and 1123 of the Bankruptcy Code, as of the Effective Date (and as to assignments pursuant to the NewCo Asset Sale, as of and conditioned on the occurrence of the Closing), except for Executory Contracts and Unexpired Leases that: (a) have been rejected pursuant to a Final Order of the Bankruptcy Court; (b) are, as of the Effective Date, subject to a pending motion for reconsideration or appeal of an order authorizing the rejection of such Executory Contract or Unexpired Lease; (c) are subject to a motion to reject such Executory Contract or Unexpired Lease filed on or prior to the Effective Date; (d) are

rejected pursuant to Section II.G.5 of the Plan; or (e) are designated for rejection in accordance with Section II.G.2 of the Plan. As of the effective time of an applicable Restructuring Transaction, any Executory Contract or Unexpired Lease to be held by any Debtor or Reorganized Debtor and assumed hereunder or otherwise in the Chapter 11 Cases, if not expressly assigned to a third party previously in the Chapter 11 Cases or assigned to a particular Reorganized Debtor or NewCo pursuant to the procedures described in Section II.G of the Plan, will be deemed assigned to the surviving, resulting or acquiring corporation in the applicable Restructuring Transaction, pursuant to sections 365 and 1123(b)(2) of the Bankruptcy Code. Executory Contracts and Unexpired Leases ultimately assigned to NewCo or an affiliate thereof in accordance with the NewCo Asset Sale and the Restructuring Transactions set forth on Exhibit IV.B.1 to the Plan shall be deemed assigned by the applicable Debtor directly to the applicable NewCo entity for purposes of section 365 of the Bankruptcy Code.

64. Each Executory Contract or Unexpired Lease listed on Exhibit II.G.1.a to the Plan shall include any modifications, amendments, supplements, restatements or other agreements made directly or indirectly by any agreement, instrument or other document that in any manner affects such contract or lease, irrespective of whether such agreement, instrument or other document is listed on Exhibit II.G.1.a to the Plan, unless any such modification, amendment, supplement, restatement or other agreement is rejected pursuant to Section II.G.5 of the Plan or designated for rejection in accordance with Section II.G.2 of the Plan. If an objection to a proposed assumption, assumption and assignment, or Cure Amount Claim is not resolved in favor of the Debtors or the Reorganized Debtors, the applicable Executory Contract or Unexpired Lease may be designated by the Debtors or the Reorganized Debtors for rejection within 10 Business Days of the entry of the order of the Bankruptcy Court resolving the matter against the Debtors. Any such rejection pursuant to the prior sentence shall be deemed effective as of the Effective Date.

65. Notwithstanding anything to the contrary in the Plan, and consistent with the Contract Procedures Order, the Debtors reserve the right, at any time on or prior to the Effective Date, to amend Exhibit II.G.1.a to the Plan to: (a) delete any Executory Contract or Unexpired Lease listed therein, thus providing for its rejection pursuant to Section II.G.5 of the Plan; (b) add any Executory Contract or Unexpired Lease thereto, thus providing for its assumption, or assumption and assignment, pursuant to Section II.G.1.a of the Plan; or (c) modify the amount of any Cure Amount Claim. The Debtors and the Reorganized Debtors further reserve the right, consistent with the Contract Procedures Order, at any time until the date that is 30 days after the Effective Date, to amend Exhibit II.G.1.a to the Plan to identify or change the identity of the Reorganized Debtor or other Person that will be an assignee of an Executory Contract or Unexpired Lease.

66. Contracts, leases and other agreements entered into after the Petition Date by a Debtor, including any Executory Contracts or Unexpired Leases assumed by a Debtor pursuant to a prior order of the Bankruptcy Court and not thereafter assigned or rejected, shall be performed by such Debtor or Reorganized Debtor, as applicable, in the ordinary course of its business, or shall be assigned to NewCo or its designee to the extent provided in the Stalking Horse APA and any Related Agreements. Accordingly, such contracts and leases (including any assumed Executory Contracts or Unexpired Leases) shall survive and remain unaffected by entry of this Order; provided, however, that, consistent with the Contract Procedures Order, any Executory Contracts or Unexpired Leases assumed by a Debtor and not previously assigned shall be (a) assigned to the Reorganized Debtor, NewCo or any other Person identified on

Exhibit II.G.4 to the Plan, if any; or (b) deemed assigned pursuant to Section II.G.2 of the Plan. The Debtors and the Reorganized Debtors shall have the right, at any time until the date that is 30 days after the Effective Date, to amend Exhibit II.G.4 to the Plan to identify or change the identity of the Reorganized Debtor, NewCo entity or other party that will be the assignee of an Executory Contract or Unexpired Lease, subject to any applicable provisions of the Exit Facility Documents.

67. To the extent that: (a) the Debtors are party to any contract, purchase order or similar agreement providing for the sale of the Debtors’ products or services; (b) any such agreement constitutes an Executory Contract or Unexpired Lease; and (c) such agreement (i) has not been rejected pursuant to a Final Order of the Bankruptcy Court, (ii) is not subject to a pending motion for reconsideration or appeal of an order authorizing the rejection of such Executory Contract or Unexpired Lease, (iii) is not subject to a motion to reject such Executory Contract or Unexpired Lease filed on or prior to the Effective Date, (iv) is not listed on Exhibit II.G.1.a to the Plan, (v) is not listed on Exhibit II.G.5 to the Plan or (vi) has not been designated for rejection in accordance with Section II.G.2 of the Plan, such agreement (including any related agreements as described in Section II.G.1.b of the Plan), purchase order or similar agreement shall be assumed by the Debtors and assigned to the Reorganized Debtor or NewCo, as applicable, that will be the owner of the business that performs the obligations to the customer under such agreement (or assigned pursuant to an agreement between the Reorganized Debtors and NewCo consistent with the terms of the Stalking Horse APA), in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code as of the Effective Date. The Cure Amount Claim to be paid in connection with the assumption of such a customer-related contract, purchase order or similar agreement that is not specifically identified

on Exhibit II.G.1.a to the Plan shall be $0.00. Listing a contract, purchase order or similar agreement providing for the sale of the Debtors’ products or services on Exhibit II.G.5 to the Plan shall not constitute an admission by a Debtor or Reorganized Debtor that such agreement (including related agreements as described in Section II.G.1.b of the Plan) is an Executory Contract or Unexpired Lease or that a Debtor or Reorganized Debtor has any liability thereunder.

68. Notwithstanding any language to the contrary in any Executory Contract or Unexpired Lease, and in accordance with section 365(f) of the Bankruptcy Code, any assignment of an Executory Contract or Unexpired Lease under which a Debtor is the lessee of real property may be effected without (a) the consent of the lessor party thereto and (b) the payment of any fees or similar charges (including attorneys’ fees) to the lessor. In addition, section 365(c)(1) of the Bankruptcy Code is inapplicable to the Executory Contracts or Unexpired Leases being assumed or assumed and assigned by the Debtors pursuant to Section II.G of the Plan, or deemed satisfied by the consent of any applicable counterparty that did not file an objection to the assignment contemplated by the Plan.

69. The Cure Amount Claims based on monetary defaults under the Executory Contracts and Unexpired Leases to be assumed or assumed and assigned pursuant to the Plan and/or the Stalking Horse APA shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, at the option of the applicable Debtor or Reorganized Debtor: (a) by payment of the Cure Amount Claim in Distribution Cash on the Effective Date; or (b) on such other terms as are agreed to by the parties to such Executory Contract or Unexpired Lease. Subject to the terms of paragraph 3 above, if there is a dispute regarding (a) the amount of any Cure Amount Claim, (b) the ability of the applicable Reorganized Debtor or any other assignee to provide “adequate assurance of future performance” (within the meaning of section 365 of

the Bankruptcy Code) under the contract or lease to be assumed or assumed and assigned or (c) any other matter pertaining to the assumption or assignment of such contract or lease, the payment of any Cure Amount Claim required by section 365(b)(1) of the Bankruptcy Code shall be made within 30 days following the entry of a Final Order or the execution of a Stipulation of Amount and Nature of Claim resolving the dispute and approving the assumption and/or assignment. Any Cure Amount Claims associated with any Assumed Contract under the Stalking Horse APA, whether assigned to NewCo or not and whether the Cure Amount Claim is determined before or after the Effective Date, will be the sole responsibility of the Reorganized Debtors.

70. Any counterparty to an Executory Contract or Unexpired Lease that fails (or has failed) to object timely to the proposed assumption, assumption and assignment, or Cure Amount Claim set forth on Exhibit II.G.1.a to the Plan (pursuant to the Contract Procedures Order or otherwise) is deemed to have consented to such assumption, assumption and assignment, and related Cure Amount Claim under sections 365(b)(1) and 365(c) of the Bankruptcy Code, as applicable, and shall be forever barred, estopped and enjoined from contesting the assumption or assumption and assignment of the applicable Executory Contract or Unexpired Lease, disputing the Cure Amount Claim set forth on Exhibit II.G.1.a to the Plan or asserting any Claim against the applicable Debtor, Reorganized Debtor, NewCo or another assignee under section 365(b)(1) and/or 365(c) of the Bankruptcy Code.

71. Assumption of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise and payment of the applicable Cure Amount Claim, if any, shall result in the full release and satisfaction of any Claims or defaults, whether monetary or nonmonetary, including defaults of provisions restricting the change in control or ownership interest composition or

bankruptcy-related defaults, arising under any assumed or assumed and assigned Executory Contract or Unexpired Lease at any time prior to the effective date of assumption, other than those post-Effective Date obligations referenced and preserved below. Any Proofs of Claim filed with respect to an Executory Contract or Unexpired Lease that has been assumed or assumed and assigned are disallowed and expunged without further notice to or action, order or approval of the Bankruptcy Court. Notwithstanding the foregoing, the Debtors and the Reorganized Debtors (with respect to Executory Contracts and Unexpired Leases assumed and assigned to a Reorganized Debtor) and NewCo (with respect to Executory Contracts and Unexpired Leases assumed and assigned to NewCo) shall continue to honor all post-Effective Date obligations (including postpetition obligations that have arisen, but are not in default, as of the Effective Date), whether monetary or nonmonetary, under any assumed or assumed and assigned Executory Contracts or Unexpired Leases assumed, respectively, in accordance with their terms, and neither the payment of any Cure Amount Claim nor entry of this Order shall be deemed to release the Debtors, the Reorganized Debtors or NewCo from such obligations.

72. On the Effective Date, except for the Executory Contracts and Unexpired Leases that were previously assumed, assumed and assigned, or rejected by an order of the Bankruptcy Court or that are assumed pursuant to Section II.G of the Plan (including any related agreements assumed or assumed and assigned, including to NewCo consistent with the Stalking Horse APA, pursuant to Section II.G.1.b of the Plan), each Executory Contract or Unexpired Lease entered into by a Debtor prior to the Petition Date that has not previously expired or terminated pursuant to its own terms shall be rejected pursuant to sections 365 and 1123(b)(2) of the Bankruptcy Code. The rejection of such contracts and leases shall be deemed to occur on the later of: (a) the Effective Date; or (b) the resolution of any objection to the proposed rejection of an Executory Contract or Unexpired Lease.

73. Except as otherwise provided in a Final Order of the Bankruptcy Court approving the rejection of an Executory Contract or Unexpired Lease, Claims arising out of the rejection of an Executory Contract or Unexpired Lease pursuant to the Plan must be filed with the Bankruptcy Court and served upon counsel to the Debtors on or before the later of: (a) 30 days after the Effective Date; or (b) for Executory Contracts or Unexpired Leases identified on Exhibit II.G.5 to the Plan, 30 days after (i) a notice of such rejection is served under the Contract Procedures Order, if the contract counterparty does not timely file an objection to the rejection in accordance with the Contract Procedures Order, or (ii) if such an objection to rejection is timely filed with the Bankruptcy Court in accordance with the Contract Procedures Order, the date that an Order is entered approving the rejection of the applicable contract or lease or the date that the objection to rejection is withdrawn. Any Claims arising from the rejection of any Executory Contract or Unexpired Lease not previously assumed or assumed and assigned by the Debtors pursuant to an order of the Bankruptcy Court will be treated as General Unsecured Claims, subject to the provisions of section 502 of the Bankruptcy Code. Any Claims not filed within such applicable time periods shall be forever barred from receiving a Distribution from the Debtors, the Reorganized Debtors or the Estates. The Debtors’ and the Reorganized Debtors’ rights to object to, settle, compromise or otherwise resolve any Claim filed on account of a rejected Executory Contract or Unexpired Lease are reserved.

O. Pension Plans

74. Consistent with Section IV.M.3 of the Plan and the Global Settlement Stipulation, Reorganized ANR shall assume the Pension Plans, and Reorganized Opco shall become the sponsor and continue to administer the Pension Plans, satisfy the minimum funding standards

pursuant to 26 U.S.C. § 412 and 29 U.S.C. § 1082 and administer the Pension Plans in accordance with their terms and the provisions of ERISA and the Internal Revenue Code. Notwithstanding anything to the contrary in the Plan, nothing in the Plan shall (a) release or exculpate any Debtor, Reorganized Debtor or responsible person thereof from any liability for breach of fiduciary duty under ERISA respecting any defined benefit Pension Plan; or (b) enjoin any suit, action or proceeding (i) for breach of such fiduciary duty or (ii) to enforce a judgment, decree or order issued in any such action or proceeding (including by setoff), or to enforce a judgment lien based in such judgment.

75. In accordance with the terms and conditions of the Global Settlement Stipulation, in addition to satisfying the minimum funding standards pursuant to 26 U.S.C. § 412 and 29 U.S.C. § 1082, the Reorganized Debtors shall make excess contributions to the Pension Plans in the amount of $18,000,000 to be paid half on June 30, 2017 and the remaining half on June 30, 2018, the amounts of which will be allotted among the Pension Plans in proportion to the dollar amount of their underfunding calculated on a termination basis. Reorganized Opco will elect not to create a prefunding balance associated with these excess contributions.

P. Plan Distributions

76. On and after the Effective Date, Distributions on account of Allowed Claims and the resolution and treatment of Disputed Claims shall be effectuated pursuant to Article V of the Plan. Notwithstanding anything to the contrary in the Plan, the Distribution Record Date shall mean 5:00 p.m., Eastern Time, on the Confirmation Date; provided that, with respect to Claims related to publicly issued securities, the Distribution Record Date shall be 5:00 p.m., Eastern Time, on the Effective Date.

Q. Recovery Actions

77. Except as otherwise provided in the Plan, the Global Settlement Stipulation, any contract, instrument, release or other agreement entered into or delivered in connection with the Plan or any Final Order of the Bankruptcy Court, in accordance with section 1123(b)(3)(B) of the Bankruptcy Code, the Reorganized Debtors shall retain and may enforce any claims, demands, rights, defenses and Causes of Action (including any (a) Recovery Actions and (b) Causes of Action identified on the Schedules of any Debtor) that the Debtors or the Estates may hold against any Person. Any Claim allowed under section 502(h) as a result of the successful prosecution of a Recovery Action shall be a General Unsecured Claim subject to treatment in the applicable Class under the Plan and shall not be an obligation of or claim against the Reorganized Debtors.

R. Claims Bar Dates and Other Claims Matters

78. General Administrative Claim Bar Date Provisions. Except as otherwise provided in Section II.A.1.h.ii of the Plan or in a Bar Date Order or other order of the Bankruptcy Court, unless previously filed, requests for payment of Administrative Claims must be filed and served on the Notice Parties pursuant to the procedures specified herein and the Effective Date Notice (as defined below), no later than 30 days after the Effective Date. Holders of Administrative Claims that are required to file and serve a request for payment of such Administrative Claims and that do not file and serve such a request by the applicable Bar Date shall be forever barred from asserting such Administrative Claims against the Debtors, the Reorganized Debtors or their respective property, and such Administrative Claims shall be deemed discharged as of the Effective Date. Objections to such requests must be filed and served on the Notice Parties and the requesting party by the latest of (a) 150 days after the Effective Date, (b) 60 days after the filing of the applicable request for payment of Administrative Claims or (c) such other period of

limitation as may be specifically fixed by a Final Order for objecting to such Administrative Claims. The Exit Facility Agent and the Exit Lenders (as such terms are defined below) need not file any such request with respect to any Allowed Administrative Claim earned in connection with and pursuant to the terms of the Exit Facility Documents. The Reorganized Debtors shall not (a) pay, settle or compromise or (b) withdraw or litigate to judgment objections to Administrative Claims subject to the procedures set forth in this paragraph without the consent of the First Lien Lenders, which consent shall not be unreasonably withheld, and the Reorganized Debtors shall provide the First Lien Lenders with five Business Days’ notice prior to taking any such action.

79. Professional Compensation. Professionals or other entities asserting a Fee Claim for services rendered before the Effective Date must file and serve on the Notice Parties and such other entities who are designated by the Bankruptcy Rules, this Order or other order of the Bankruptcy Court, an application for final allowance of such Fee Claim no later than 60 days after the Effective Date; provided, however, that any professional who may receive compensation or reimbursement of expenses pursuant to the Ordinary Course Professionals Order may continue to receive such compensation and reimbursement of expenses for services rendered before the Effective Date pursuant to the Ordinary Course Professionals Order without further Bankruptcy Court review or approval (except as provided in the Ordinary Course Professionals Order). Objections to any Fee Claim must be filed and served on the Notice Parties and the requesting party by the later of (a) 90 days after the Effective Date, (b) 30 days after the filing of the applicable request for payment of the Fee Claim or (c) such other period of limitation as may be specifically fixed by a Final Order for objecting to such Fee Claims. To the extent necessary, this Order will amend and supersede any previously entered order of the Bankruptcy Court regarding the payment of Fee Claims.

80. Expenses of Creditors’ Committee Members. Subject to the terms of Section II.A.1.e.i of the Plan, the expenses of the members of the Creditors’ Committee that are not Indenture Trustee Committee Members (excluding their individual legal and other advisor fees), and the expenses submitted for reimbursement by the Unsecured Notes Indenture Trustee in the Third Interim Fee Application of Milbank, Tweed, Hadley & McCloy LLP (Docket No. 2688), submitted by request for payment pursuant to section 503 of the Bankruptcy Code and approved by the Bankruptcy Court, shall be Allowed Administrative Claims without reduction to the recoveries of holders of Allowed Category 1 General Unsecured Claims and Allowed Category 2 General Unsecured Claims. For the avoidance of doubt, no member of the Creditors’ Committee (other than the Indenture Trustee Committee Members) shall seek payment from the Debtors or the Estates of such member’s legal or other advisory fees incurred in its capacity as a member of the Creditors’ Committee, pursuant to a motion for substantial contribution or otherwise, and no payment shall be made by the Debtors or the Estates to any member of the Creditors’ Committee (other than the Indenture Trustee Committee Members pursuant to paragraph 81 below) on account of such legal or other advisory fees; provided that nothing herein shall limit any member of the Creditors’ Committee from seeking payment of its individual legal fees based on a claim or entitlement unrelated to its capacity as a member of the Creditors’ Committee.

81. Fees and Expenses of the Indenture Trustee Committee Members. The reasonable and documented fees and expenses of the Unsecured Notes Indenture Trustee shall be paid in Cash on the Effective Date without reduction to the recoveries of holders of Allowed Category 1

General Unsecured Claims and Allowed Category 2 General Unsecured Claims; provided that the aggregate fees and expenses of the Unsecured Notes Indenture Trustee paid pursuant to the Plan, excluding those paid pursuant to Section II.A.1.e.i of the Plan, shall not exceed $1,060,000. Once paid, the reasonable and documented fees and expenses of the Indenture Trustee Committee Members (including their counsel and other advisors) shall not be subject to any challenge or defense, including avoidance, reduction, offset, attachment, disallowance, recharacterization or subordination (whether equitable or otherwise) pursuant to the Bankruptcy Code or applicable non-bankruptcy law.

82. For the avoidance of doubt, nothing in the Plan or this Order shall prevent the Indenture Trustee Committee Members from asserting a charging lien against any recoveries received on account of the applicable noteholders for payment of any fees and expenses not paid to the Indenture Trustee Committee Members by the Debtors pursuant to the Plan; provided that, in the event the Indenture Trustee Committee Members exercise a charging lien against such recoveries, the Debtors shall use commercially reasonable efforts to assist such Indenture Trustee Committee Members in liquidating securities otherwise payable to such noteholders under the Plan; provided further that the Unsecured Notes Indenture Trustee shall not exercise such charging lien to the extent that payment of $1,060,000, excluding the amounts paid pursuant to Section II.A.1.e.i of the Plan, is made by the Debtors pursuant to Section II.A.1.e.ii of the Plan. If the Reorganized Debtors expressly request (in writing) post-Effective Date assistance from the Indenture Trustee Committee Members, the Indenture Trustee Committee Members will be paid their reasonable and documented fees and expenses, solely to the extent of the post-Effective Date assistance requested by the Reorganized Debtors, not subject to the cap set forth in the Plan.

83. Fees and Expenses of Ad Hoc Committee of Second Lien Noteholders. The Debtors shall pay all reasonable and documented fees and expenses of the Ad Hoc Committee of Second Lien Noteholders (and its counsel, local counsel and financial advisor) as and to the extent provided under paragraph 17(d) of the Final DIP Order and other existing agreements among the Debtors and the Second Lien Parties in connection with the Chapter 11 Cases that are incurred prior to the Effective Date in connection with the Chapter 11 Cases without a reduction to the recoveries of holders of Allowed Second Lien Noteholder Claims (subject to the Debtors’ receipt of invoices in customary form in connection therewith and without the requirement to file a fee application with the Bankruptcy Court). To the extent that invoices of the Ad Hoc Committee of Second Lien Noteholders (and its counsel, local counsel and financial advisor) are submitted after the Effective Date, but relate to reasonable and documented fees and expenses incurred prior to the Effective Date consistent with the prior sentence, such invoices shall be paid by the Reorganized Debtors as soon as reasonably practicable.

84. Fees and Expenses of the Second Lien Notes Trustee. Subject to the terms of Section II.A.1.g of the Plan, the Debtors shall pay all reasonable and documented fees and expenses of the Second Lien Notes Trustee (and its counsel) as and to the extent provided under paragraph 17(d) of the Final DIP Order and other existing agreements among the Debtors and the Second Lien Notes Trustee that are incurred prior to the Effective Date in connection with the Chapter 11 Cases without a reduction to the recoveries of holders of Allowed Second Lien Noteholder Claims (subject to the Debtors’ receipt of invoices in customary form in connection therewith and without the requirement to file a fee application with the Bankruptcy Court). To the extent that invoices of the Second Lien Notes Trustee (and its counsel) are submitted after the Effective Date, but relate to fees and expenses incurred prior to the Effective Date, such invoices shall be paid as soon as reasonably practicable.

85. Notwithstanding the foregoing paragraph 84, the fees and expenses of the Second Lien Notes Trustee (and its counsel) outstanding as of the date of the Global Settlement Stipulation or incurred thereafter shall be subject to a cap of $600,000 (which cap is separate and apart from the $1,060,000 limitation on fees and expenses of the Unsecured Notes Indenture Trustee, as set forth in paragraph 81 above). To the extent that any fees or expenses of the Second Lien Notes Trustee (and its counsel) are not paid in accordance with the provisions of the Plan, nothing in the Plan shall prevent the Second Lien Notes Trustee from asserting its charging lien against any recoveries received on account of Allowed Second Lien Noteholder Claims for payment of such unpaid amounts. The foregoing cap on the fees and expenses of the Second Lien Notes Trustee (and its counsel) shall only apply to those fees and expenses outstanding as of the date of the Global Settlement Stipulation and incurred through July 24, 2016, and, in the event that the Effective Date does not occur on or before July 24, 2016, all obligations of the Debtors and the rights of the Second Lien Notes Trustee under paragraph 17(d) of the Final DIP Order and any other existing agreements among the Debtors and the Second Lien Notes Trustee shall remain in effect and neither the Debtors nor the Reorganized Debtors shall be obligated pursuant to the Plan or hereby to pay any fees or expenses of the Second Lien Notes Trustee (or its counsel) in excess of the cap. If the Reorganized Debtors expressly request (in writing) post-Effective Date assistance from the Second Lien Notes Trustee, the Second Lien Notes Trustee shall be paid its reasonable and documented fees and expenses, solely to the extent of the post-Effective Date assistance requested by the Reorganized Debtors, not subject to the $600,000 cap set forth in this paragraph and Section II.A.1.g of the Plan.

86. From and after the Effective Date, the fees and expenses of the Exit Facility Agent and the Exit Lenders under the Exit Facility Documents shall be the obligation of and paid by the Reorganized Debtors to the extent provided in the Exit Facility Documents.

S. Exit Facility

87. A valid business purpose exists for approval of the Exit Financing Documents contemplated by the Plan. The terms and conditions of the Exit Facility and all agreements, security documents and all other documents related to the Exit Facility, including the commitment and fee letters related thereto (collectively, the “Exit Facility Documents”) and the payment of the fees and expenses of the Agent (the “Exit Facility Agent”) and each of the lenders (collectively, the “Exit Lenders”) under the Exit Facility described therein (or, in lieu thereof, the Liquidated Damage Fee and expense reimbursement described therein), are approved and ratified as being entered in good faith and being critical to the success and feasibility of the Plan, and any credit extended, letters of credit issued for the account of or loans made to the Reorganized Debtors by the Exit Lenders in accordance with the Exit Facility shall be deemed to have been extended, issued and made in good faith and for legitimate business purposes. The Exit Facility Agent’s expense reimbursement and the Liquidated Damage Fee, to the extent earned and due and payable prior to the Effective Date under the Exit Facility Documents, shall be deemed Allowed Administrative Claims. The entry into the Exit Facility is in the best interests of the Debtors, their Estates and creditors and the Reorganized Debtors. The Debtors and the Reorganized Debtors, as applicable, are authorized, without any further notice, action, order or approval of the Bankruptcy Court, to finalize, execute and deliver all agreements, documents, instruments and certificates relating to the Exit Financing Documents and to perform their obligations under such agreements, documents, instruments and certificates, and any such execution or delivery occurring prior to the entry of this Order is hereby ratified and approved.

The Exit Facility Documents (when and to the extent entered into) shall constitute the legal, valid, binding and authorized obligations of the Reorganized Debtors, enforceable in accordance with their terms. The mortgages, pledges, Liens and other security interests and all other consideration granted pursuant to or in connection with the Exit Facility are or will be (as the case may be) and are hereby deemed to be granted in good faith, for good and valuable consideration and for legitimate business purposes as an inducement to the Exit Facility Agent and the Exit Lenders to extend credit thereunder and do not, and hereby are deemed not to, constitute a fraudulent conveyance or fraudulent transfer and shall not otherwise be subject to avoidance or recharacterization. No third party consents, authorizations or approvals are required with respect to the Exit Facility Documents, and such Exit Facility Documents do not contravene the corporate governance documents of the Reorganized Debtors or constitute a violation of, a default under, or otherwise contravene any other instrument, contract or agreement to which the Reorganized Debtors are or on the Effective Date will become parties. Neither the execution and delivery by the Reorganized Debtors of any of the Exit Facility Documents nor the performance by the Reorganized Debtors of their respective obligations thereunder constitutes a violation of or a default under any contract or agreement to which it is a party, including those contracts or agreements assigned to the Reorganized Debtors or reinstated under the Plan.

T. Plan Implementation

88. In accordance with section 1142 of the Bankruptcy Code, section 18-209 of the Delaware Limited Liability Company Act, section 31B-9-904 of the West Virginia Uniform Limited Liability Company Act, section 13.1-1070 of the Virginia Limited Liability Company Act, section 13.1-716 of the Virginia Stock Corporation Act, sections 251, 253, 263, 264 and 303 of the Delaware General Corporation Law and any comparable provisions of the business corporation law of any other state (collectively, the “Reorganization Effectuation Statutes”),

without further action by the Court or the stockholders, members, managers or directors of any Debtor or Reorganized Debtor, the Debtors and the Reorganized Debtors, as well as the Chairman of the Board, Chief Executive Officer, President, Vice President, Chief Financial Officer, Treasurer, Assistant Treasurer or Secretary (collectively, the “Responsible Officers”) of each Debtor and Reorganized Debtor, are authorized to: (a) take any and all actions necessary or appropriate, including expending any necessary funds post-Confirmation, to implement, effectuate and consummate the Plan, this Order or the transactions contemplated thereby or hereby, including, without limitation, those transactions identified in Article IV of the Plan (including the NewCo Asset Sale), Exhibit IV.B.1 of the Plan and the payment of any employment taxes owing in respect of Distributions under the Plan; and (b) execute and deliver, adopt or amend, as the case may be, any contracts, instruments, releases, agreements, certificates and documents necessary to implement, effectuate and consummate the Plan, including, without limitation, those contracts, instruments, releases, agreements, certificates and documents identified in Article IV of the Plan or Exhibit IV.B.1 of the Plan or necessary to consummate the transactions identified in Article IV of the Plan (including the NewCo Asset Sale) or Exhibit IV.B.1 of the Plan.

89. To the extent that, under applicable non-bankruptcy law, any of the foregoing actions would otherwise require the consent or approval of the stockholders, directors, officers, managers, members or partners of any of the Debtors or the Reorganized Debtors, this Order shall constitute, pursuant to section 1142 of the Bankruptcy Code and the Reorganization Effectuation Statutes, such consent or approval, and such actions are deemed to have been taken by unanimous action of the stockholders, directors, officers, managers, members or partners of the appropriate Debtor or Reorganized Debtor.

90. Each federal, state, commonwealth, local, foreign or other governmental agency or department is hereby directed and authorized to accept any and all certificates, documents, mortgages and instruments necessary or appropriate to effectuate, implement or consummate the transactions contemplated by the Plan and this Order, including, but not limited to, the NewCo Asset Sale and the transactions identified on Exhibit IV.B.1 to the Plan.

91. All transactions effected by the Debtors during the pendency of the Chapter 11 Cases from the Petition Date through the Confirmation Date are approved and ratified.

92. The consummation of the Plan, the implementation of the Restructuring Transactions or the assumption or assumption and assignment of any Executory Contract or Unexpired Lease to another Reorganized Debtor or NewCo or any of its affiliates, as applicable, shall not constitute a change in ownership or change in control under any employee benefit plan or program, financial instrument, loan or financing agreement, Executory Contract or Unexpired Lease, or contract, lease or agreement in existence on the Effective Date to which a Debtor is a party.

U. Cancellation of Securities

93. Except as provided in any contract, instrument or other agreement or document entered into or delivered in connection with the Plan or as otherwise provided for in this Order, on the Effective Date and concurrently with the applicable Distributions made pursuant to Article V, the Indentures and the Notes shall be deemed canceled and of no further force and effect, without any further action on the part of any Debtor. The holders of the Notes will have no rights against the Debtors, their Estates or their Assets arising from or relating to such instruments and other documentation or the cancellation thereof, except the rights provided pursuant to the Plan; provided, however, that no Distribution under the Plan will be made to or on behalf of any holder of an Allowed Noteholder Claim until the applicable Notes are

surrendered to and received by the applicable Third Party Disbursing Agent to the extent required in Section V.K of the Plan. Notwithstanding the foregoing and anything contained in the Plan, the applicable provisions of the Indentures shall continue in effect solely for the purposes of (a) allowing the Indenture Trustees or other Disbursing Agents to make Distributions on account of Noteholder Claims as provided in Section V.D of the Plan and deduct therefrom such reasonable compensation, fees and expenses due thereunder or incurred in making such Distributions, to the extent not paid by the Debtors or the Reorganized Debtors and authorized under such Indentures; and (b) allowing the Indenture Trustees to seek compensation and/or reimbursement of fees and expenses in accordance with the terms of the Plan (and any and all indemnification provisions in the Indentures shall explicitly survive the occurrence of the Confirmation Date and the Effective Date until all such fees and expenses are paid). Except as otherwise provided herein or the Plan, the Reorganized Debtors shall not have any obligations to any Indenture Trustee for any fees, costs or expenses.

94. Consistent with the Restructuring Transactions set forth on Exhibit IV.B.1 of the Plan, the Old Common Stock of ANR shall be deemed canceled and of no further force and effect on the Effective Date. The holders of or parties to such canceled securities and other documentation shall have no rights arising from or relating to such securities and other documentation or the cancellation thereof, except the rights provided pursuant to the Plan; provided, however, notwithstanding the foregoing sentence, the cancellation of the Old Common Stock of ANR shall not impair or otherwise affect any rights of any plaintiffs or defendants in the litigation captioned as In re Massey Energy Co. Deriv. & Class Action Litigation, C.A. No. 5430-CB (Del. Ch.), including any rights relating to the Old Common Stock of ANR.

V. Reorganized ANR Common Stock

95. On or prior to the Effective Date, Reorganized ANR shall authorize and issue or reserve for issuance all of the Reorganized ANR Common Stock required to be issued or reserved under or in connection with the Plan. The shares of Reorganized ANR Common Stock authorized or issued in connection with the Plan, including restricted stock, options, stock appreciation rights or other equity awards, if any, in connection with the management incentive plan, shall be authorized without the need for further corporate action or without any further action by any Person, and once issued, shall be duly authorized, validly issued, fully paid and non-assessable.

W. Statutory Fees Payable Pursuant to 28 U.S.C. § 1930

96. On or before the Effective Date, Administrative Claims for fees payable pursuant to 28 U.S.C. § 1930 will be paid by the Debtors in Distribution Cash equal to the amount of such Administrative Claims. Any fees payable pursuant to 28 U.S.C. § 1930 after the Effective Date will be paid by the applicable Reorganized Debtor in accordance therewith until the earlier of the conversion or dismissal of the applicable Chapter 11 Case under section 1112 of the Bankruptcy Code, or the closing of the applicable Chapter 11 Case pursuant to section 350(a) of the Bankruptcy Code.

X. Order Binding on All Parties

97. Subject to the provisions of Section IV.B of the Plan, in accordance with section 1141(a) of the Bankruptcy Code and notwithstanding any otherwise applicable law, upon the occurrence of the Effective Date, the terms of the Plan and this Order shall be binding upon, and inure to the benefit of: (a) the Debtors; (b) the Reorganized Debtors; (c) NewCo; (d) any and all holders of Claims or Interests (irrespective of whether such Claims or Interests are impaired under the Plan or whether the holders of such Claims or Interests accepted, rejected or

are deemed to have accepted or rejected the Plan); (e) any other person giving, acquiring or receiving property under the Plan; (f) any party to the Settlements approved hereunder; (g) any and all non-Debtor parties to Executory Contracts or Unexpired Leases with any of the Debtors; (h) all Released Parties; and (i) the respective heirs, executors, administrators, trustees, affiliates, officers, directors, agents, representatives, attorneys, beneficiaries, guardians, successors or assigns, if any, of any of the foregoing. All settlements (including, without limitation, the Settlements), compromises, releases, waivers, discharges, exculpations and injunctions set forth in the Plan shall be, and hereby are, effective and binding on all Persons who may have had standing to assert any settled, released, discharged, exculpated or enjoined causes of action, and no other Person or entity shall possess such standing to assert such causes of action after the Effective Date.

Y. Binding Effect of Prior Orders

98. Pursuant to section 1141 of the Bankruptcy Code, effective as of the Confirmation Date, but subject to the occurrence of the Effective Date and subject to the terms of the Plan and this Order, all prior orders entered in the Chapter 11 Cases, all documents and agreements executed by the Debtors as authorized and directed thereunder and all motions or requests for relief by the Debtors pending before the Bankruptcy Court as of the Effective Date shall be binding upon and shall inure to the benefit of the Debtors, the Reorganized Debtors and their respective successors and assigns.

Z. Order Effective Immediately

99. Notwithstanding Bankruptcy Rules 3020(e) and 7062 or otherwise, the stay provided for under Bankruptcy Rule 3020(e) shall be waived and this Order shall be effective immediately and enforceable upon entry. The Debtors are authorized to consummate the Plan and the transactions contemplated thereby, including, but not limited to, the NewCo Asset Sale, immediately after entry of this Order and upon, or concurrently with, the satisfaction or waiver of the conditions to the Effective Date set forth in the Plan.

AA. Final Order

100. This Order is a final order, and the period in which an appeal must be filed shall commence immediately upon the entry hereof.

BB. Reversal

101. If any or all of the provisions of this Order are hereafter reversed, modified or vacated by subsequent order of the Bankruptcy Court or any other court, such reversal, modification or vacatur shall not affect the validity of the acts or obligations incurred or undertaken under or in connection with the Plan prior to the Debtors’ receipt of written notice of such order. Notwithstanding any such reversal, modification or vacatur of this Order, any such act or obligation incurred or undertaken pursuant to, and in reliance on, this Order prior to the effective date of such reversal, modification or vacatur shall be governed in all respects by the provisions of this Order and the Plan and all related documents or any amendments or modifications thereto. For the avoidance of doubt, notwithstanding the foregoing, any provision in the Plan or in this Order providing (a) that the Restructuring Transactions and the NewCo Asset Sale shall be effected free and clear of any Liabilities, including Black Lung Claims, Coal Act Claims and MEPP Claims not expressly assumed or (b) that NewCo shall not be a successor to any of the Debtors for any purpose other than as expressly provided in this Order, is integral to the consummation of the transactions set forth in the Plan (including, without limitation, the NewCo Asset Sale, the NewCo Contribution and the NewCo ABL Facility) and non-severable from the other provisions of the Plan and this Order.

CC. Governing Law

102. Except to the extent that (a) the Bankruptcy Code or other federal law is applicable or (b) an exhibit or schedule to the Plan or the Disclosure Statement or any agreement entered into with respect to any of the Restructuring Transactions, the NewCo ABL Facility, the Exit Facility Documents or the NewCo Asset Sale provides otherwise (in which case the governing law specified therein shall be applicable to such exhibit, schedule or agreement), the rights, duties and obligations arising under the Plan shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Virginia, without giving effect to the principles of conflicts of laws that would that would require application of the laws of another jurisdiction.

DD. Notice of Confirmation of the Plan and Occurrence of the Effective Date

103. Pursuant to Bankruptcy Rules 2002(f)(7), 2002(k) and 3020(c)(2), the Debtors or the Reorganized Debtors are directed to serve a notice of the entry of this Order, the occurrence of the Effective Date, and the establishment of bar dates for certain Claims hereunder, substantially in the form of Appendix III attached hereto and incorporated herein by reference (the “Effective Date Notice”), on all parties that received the Confirmation Hearing Notice and parties to Executory Contracts or Unexpired Leases in accordance with the Contract Procedures Order, no later than five Business Days after the Effective Date; provided, however, that the Debtors or the Reorganized Debtors shall be obligated to serve the Effective Date Notice only on the record holders of Claims or Interests as of the Confirmation Date. The Debtors are directed to publish the Effective Date Notice once in the national editions of USA Today and the daily edition of the Richmond Times-Dispatch no later than ten Business Days after the Effective Date. As soon as practicable after the entry of this Order, the Debtors shall make copies of this Order available on KCC’s website at www.kccllc.net/alpharestructuring. Service of the Effective Date

Notice as provided herein shall constitute good and sufficient notice pursuant to Bankruptcy Rules 2002 and 3020(c)(2) of entry of this Order and the occurrence of the Effective Date and no other or further notice need be given.

104. On the Effective Date, the Plan shall be deemed to be substantially consummated under sections 1101 and 1127(b) of the Bankruptcy Code.

EE. Miscellaneous Provisions

105. The Debtors are hereby authorized to amend or modify the Plan at any time prior to the Effective Date, but only in accordance with section 1127 of the Bankruptcy Code and Section IX.A of the Plan, without further order of the Bankruptcy Court; provided, however, that the Debtors shall not be permitted to alter, amend or modify any condition precedent to entry of this Order or to the Effective Date (or Section IX.A of the Plan as it relates to the foregoing) without the consent of each of the parties referenced with respect to such condition precedent. In addition, without the need for a further order or authorization of the Bankruptcy Court, but subject to the express provisions of this Order, the Debtors shall be authorized and empowered to make non-material modifications to the documents filed with the Bankruptcy Court, including Confirmation Exhibits or documents forming part of the evidentiary record at the Confirmation Hearing, in their reasonable business judgment as may be necessary.

106. The terms and conditions of the NewCo ABL Facility as set forth on Exhibit I.A.162 to the Plan are approved and ratified.

107. On the Effective Date, the Official Committees, to the extent not previously dissolved, shall dissolve, and the members of the Official Committees and their respective Professionals shall cease to have any role arising from or related to the Chapter 11 Cases and shall be released and discharged of and from all further duties, responsibilities and obligations relating to or arising in connection with the Chapter 11 Cases; provided, however, that the

Creditors’ Committee shall continue to exist for the sole purpose of participating in the Chapter 11 Cases with respect to the Debtors’ prosecution of the motion to establish Claims reserves filed in accordance with Section V.J of the Plan, which motion shall include, among other things, (a) certain relief with respect to the Claims Oversight Committee, consistent with Section VI.A of the Plan and (b) provision for payment by the Reorganized Debtors from any reserve established for the payment of Administrative Claims of the reasonable and documented post-Effective Date fees and expenses incurred by the First Lien Agent and First Lien Lenders in connection with (i) the preparation, filing and prosecution thereof and (ii) the resolution of Claims (other than General Unsecured Claims) for which reserves are established in connection therewith. Such motion shall be in form and substance (a) reasonably acceptable to the Creditors’ Committee and (b) satisfactory to the First Lien Agent and the First Lien Lenders (except as it relates to General Unsecured Claims and the Claims Oversight Committee), and the Debtors shall diligently prosecute such motion after its filing. The Professionals retained by the Official Committees and the respective members thereof shall not be entitled to assert any Fee Claims for any services rendered or expenses incurred after the Effective Date, except, for reasonable and documented fees and expenses incurred in participating in the Chapter 11 Cases for the purposes set forth in the preceding sentence and, to the extent allowable under applicable law, for reasonable and documented fees for services rendered, and actual and necessary expenses incurred, in connection with any final applications for allowance of compensation and reimbursement of expenses of the members of or Professionals to the Official Committees filed and served after the Effective Date in accordance with the Plan. In accordance with the terms and conditions of the Global Settlement Stipulation, no party to the Global Settlement shall have the right to, or shall otherwise be permitted to, object to Fee Claims asserted by the Professionals retained by the Creditors’ Committee, unless objecting based solely on the reasonableness of the applicable fees and expenses as provided for in the Global Settlement Term Sheet.

108. Claims Oversight Committee. Prior to the Effective Date, the Creditors’ Committee shall designate three individuals to serve as the Claims Oversight Committee. The duties of the Claims Oversight Committee shall be to oversee: (a) the allowance of, and objections to, General Unsecured Claims; (b) the resolution of Disputed General Unsecured Claims, including rejection damage Claims and litigation Claims; (c) the establishment and maintenance of sufficient reserves for Disputed Category 1 General Unsecured Claims and Disputed Category 2 General Unsecured Claims; (d) the timing and amount of Distributions made to unsecured creditors holding Allowed Category 1 General Unsecured Claims and Allowed Category 2 General Unsecured Claims; and (e) unclaimed or undeliverable Distributions to unsecured creditors holding Allowed Category 1 General Unsecured Claims and Allowed Category 2 General Unsecured Claims under the terms of the Plan. The Claims Oversight Committee shall have consent rights (subject to the Debtors’ ability to seek a determination by the Bankruptcy Court that the Claims Oversight Committee has unreasonably withheld its consent) with respect to, and the right to appear and be heard regarding, any and all of the foregoing matters. The Claims Oversight Committee shall have the right to retain Claims Oversight Committee Professionals consisting of (a) one primary counsel, (b) one local or conflicts counsel and (c) one financial consultant. The reasonable and documented fees and expenses of Claims Oversight Committee Professionals (and any other costs), up to an aggregate amount equal to the Claims Oversight Committee Professionals Fee Cap (and, under no circumstances, in excess of the Claims Oversight Committee Professionals Fee Cap, which, as defined in the Plan, is a maximum limit of $1.0 million payable by the Reorganized Debtors for

reasonable and documented fees and expenses of the Claims Oversight Committee Professionals), shall be paid by the Reorganized Debtors. To facilitate the payment of such fees and expenses, on the Effective Date, $1.0 million of Distribution Cash shall be placed by the Debtors into the Claims Oversight Escrow Account.

109. In accordance with Section II.B.5 of the Plan, (a) to the extent that an Allowed Other Secured Claim is secured by a Lien on assets of the Reorganized Debtors, such Allowed Other Secured Claim will be Reinstated, provided that the Debtors do not elect to provide the holder of such Allowed Other Secured Claim with Distribution Cash in the amount of its Allowed Other Secured Claim or the collateral securing its Allowed Other Secured Claim; and (b) to the extent an Allowed Other Secured Claim is secured by a Lien that is a “Permitted Encumbrance” upon any NewCo Assets pursuant to the terms of the Stalking Horse APA, the related Claim will be paid either from Distribution Cash or by NewCo when due in the ordinary course to the extent such Claim is valid; provided, further, for the avoidance of doubt, the liens of Campbell County, Wyoming in support of its ad valorem tax claim on assets transferred to NewCo, if and to the extent valid, shall be Permitted Encumbrances for purposes of the Stalking Horse APA and this Order. No Liens securing a Reinstated Allowed Other Secured Claim or constituting a Permitted Encumbrance will be released until the Allowed Other Secured Claim currently secured by any such Lien is paid in full.

110. Until the entry of a final decree in the Debtors’ Chapter 11 Cases or until such Chapter 11 Cases are converted or dismissed, the Reorganized Debtors shall file a consolidated report of their activities and financial affairs with the Bankruptcy Court on a quarterly basis, within 30 days after the conclusion of each such period, with the first such report being due 30 days after the conclusion of the first calendar quarter following the Effective Date. Any such reports shall be prepared substantially consistent with (both in terms of content and format) the applicable Bankruptcy Court and U.S. Trustee guidelines for such matters.

111. Except as otherwise provided in the Plan and this Order, notice of all subsequent pleadings in the Chapter 11 Cases after the Effective Date shall be limited to counsel to the Reorganized Debtors, the United States Trustee, counsel to the First Lien Agent, counsel to the Claims Oversight Committee (solely with respect to matters addressed in Section VI.A of the Plan), counsel to the Exit Facility Agent and any party known to be directly affected by the relief sought.

112. Failure specifically to include or reference particular sections or provisions of the Plan or any related document in this Order shall not diminish or impair the effectiveness of such sections or provisions, it being the intent of the Bankruptcy Court that the Plan (and the exhibits and schedules thereto) be confirmed and such related agreements be approved in their entirety and incorporated herein by reference.

113. Any document related to the Plan that refers to a plan of reorganization of the Debtors other than the Plan confirmed by this Order shall be, and it hereby is, deemed to be modified such that the reference to a plan of reorganization of the Debtors in such document shall mean the Plan confirmed by this Order, as appropriate.

114. Without intending to modify any prior Order of the Bankruptcy Court (or any agreement, instrument or document addressed by any prior Order), in the event of an inconsistency between the Plan, on the one hand, and any other agreement, instrument or document intended to implement the provisions of the Plan, on the other, the provisions of the Plan shall govern (unless otherwise expressly provided for in such agreement, instrument or document). In the event of any inconsistency between the Plan or any agreement, instrument or

document intended to implement the Plan, on the one hand, and this Order, on the other, the provisions of this Order shall govern. Notwithstanding the foregoing, in the event of any inconsistency between the terms of the Plan or this Order and the Resolution of Reclamation Obligations, the Resolution of Reclamation Obligations shall govern.

115. Nothing in this Order shall alter or affect the rights of the Creditors’ Committee under the Global Settlement Stipulation upon the occurrence of a Settlement Termination Event (as defined in the Global Settlement Stipulation).

116. If each of the conditions to the Effective Date is not satisfied, or duly waived in accordance with Section III.C of the Plan, then, except where the failure to satisfy or duly waive such a condition is within the Debtors’ sole control, before the time that each of such conditions has been satisfied and upon notice to such parties in interest as the Bankruptcy Court may direct, including the Exit Facility Agent, the Debtors may file a motion requesting that the Bankruptcy Court vacate this Order; provided, however, that, notwithstanding the filing of such motion, this Order may not be vacated if each of the conditions to the Effective Date is satisfied or waived before the Bankruptcy Court enters an order granting such motion. If this Order is vacated, pursuant to Section III.D of the Plan: (a) the Plan shall be null and void in all respects, including with respect to (i) the discharge of Claims and termination of Interests pursuant to section 1141 of the Bankruptcy Code, (ii) the assumptions, assignments or rejections of Executory Contracts and Unexpired Leases pursuant to Section II.G of the Plan and (iii) the releases described in Section III.E.6 of the Plan; and (b) nothing contained in the Plan, nor any action taken or not taken by the Debtors with respect to the Plan, the Disclosure Statement or this Order shall be or shall be deemed to be (i) a waiver or release of any Claims by or against, or any Interest in, any Debtor, (ii) an admission of any sort by the Debtors or any other party in interest or

(iii) prejudicial in any manner to the rights of the Debtors or any other party in interest; provided, however, the Exit Facility Agent and the Exit Lenders shall be entitled to payment of the Liquidated Damage Fees and expense reimbursement if and to the extent earned in accordance with their terms under the Exit Facility Documents.

117. The business and Assets of the Debtors shall remain subject to the jurisdiction of the Bankruptcy Court until the Effective Date. Notwithstanding the entry of this Order, from and after the Effective Date, the Bankruptcy Court shall retain such jurisdiction over the Chapter 11 Cases as is legally permissible, including, without limitation, jurisdiction over those matters and issues described in Article VIII of the Plan.

118. Notwithstanding any other provision of this Order or any other order of the Bankruptcy Court to the contrary, no assignment of any rights and interests of any licensee in any federal license or authorization issued by the Federal Communications Commission (“FCC”) shall take place prior to the issuance of FCC regulatory approval for such assignment pursuant to the Communications Act of 1934, as amended, and the rule and regulations promulgated thereunder. The FCC’s rights and powers to take any action pursuant to its regulatory authority, including, but not limited to, imposing any regulatory conditions on such assignments and setting any regulatory fines or forfeitures, are fully preserved, and nothing herein shall proscribe or constrain the FCC’s exercise of such power or authority to the extent provided by law.

119. No provision in the Plan or this Order relieves any Debtor or Reorganized Debtor or transferee from its obligation to comply with the Communications Act of 1934, as amended, and the rules, regulations and orders promulgated thereunder by the FCC. No transfer of control to a Reorganized Debtor or third party of any federal license or authorization issued by the FCC or of control of a licensee shall take place prior to the issuance of FCC regulatory approval for

such transfer of control or assignment pursuant to applicable FCC Regulations. The FCC’s rights and powers to take any action pursuant to its regulatory authority, including, but not limited to, imposing any regulatory conditions on transfers and assignments, are fully preserved, and nothing herein shall proscribe or constrain the FCC’s exercise of such power or authority.

120. Nothing in this Order or the Plan, or the consummation of the NewCo Asset Sale, shall limit, impair or otherwise modify any rights or obligations of Kentucky Utilities Company (“KUC”) with respect to or under (a) the Adequate Assurance Deposit, (b) the Revelation Account Refund, (c) any Utility Agreement or (d) the Stipulation and Agreed Order Resolving Kentucky Utilities Company’s Objection to Motion of the Debtors, Pursuant to Section 366 of the Bankruptcy Code, for Interim and Final Orders Establishing Adequate Assurance Procedures with Respect to Their Utility Providers (Docket No. 2885) (the “KUC Stipulation”), as such terms are defined in the KUC Stipulation.

121. Nothing in this Order or the Plan shall limit, impair or otherwise modify any rights or obligations of the Retiree Committee, the VEBA Trustees (as defined in the Retiree Committee Settlement), the Debtors, the First Lien Agent, the First Lien Lenders or NewCo under the Retiree Committee Settlement and any other orders of this Court with respect to the same. For the avoidance of doubt, NewCo shall be bound by, and required to make the payments and perform its obligations under, paragraphs 4, 5 and 7 of the Retiree Committee Settlement, in all respects, subject to the terms thereof.

122. CNG Coal Company (“CNG”) holds a royalty interest (the “CNG Royalty Interest”) in certain coal reserves owned by the Debtors in Greene County, Pennsylvania and in Marshall and Wetzel Counties, West Virginia (which royalty interest is more specifically described in the Indenture filed in Deed Book 158, Page 259 in Greene County, Pennsylvania; in

Deed Book 591, Page 291 in Marshall County, West Virginia; and in Deed Book 354, Page 629 in Wetzel County, West Virginia). The Debtors agree that the CNG Royalty Interest is a property right of CNG that runs with the land and cannot be assumed or rejected pursuant to section 365 of the Bankruptcy Code. The Debtors also agree that they are not seeking to sell NewCo Assets free and clear of the CNG Royalty Interest.

123. Neither PRC/Holley (as such term is defined in Docket No. 2856) nor the Lessors (as such term is defined in Docket No. 2950) (together, the “Lessor Parties”) are signatories to the Resolution of Reclamation Obligations or have any contractual rights or obligations thereunder, and nothing in this Order or the approval of the Resolution of Reclamation Obligations herein is intended to modify or waive the rights, remedies or defenses of the Lessor Parties (a) in connection with any Unexpired Leases to which they are a party and that are assumed by the Debtors and assigned to the Reorganized Debtors or (b) as landowners in the State of West Virginia, and all such rights of the Lessor Parties are expressly reserved. For the avoidance of doubt, nothing in this paragraph modifies or limits the terms of the Resolution of Reclamation Obligations.

124. Each Second Lien Noteholder may, in its sole discretion, elect to transfer all or a portion of the Second Lien Noteholder Distribution on account of such Second Lien Noteholder’s respective Pro Rata NewCo ABL Participation Rights to any other person or entity, irrespective of whether such other person or entity holds any Second Lien Notes, and the Disbursing Agent shall, at the applicable Second Lien Noteholder’s sole cost and expense, distribute such applicable portion of such Second Lien Noteholder Distribution to the applicable transferee, and in connection with the closing thereof, the NewCo ABL Facility may initially be provided by one or more lenders that will facilitate allocating, in accordance with the terms of this Order and

the Plan, all or a portion of the NewCo ABL Facility and the Second Lien Noteholder Distribution among the Second Lien Noteholders and such other persons or entities that subsequently become lenders under the NewCo ABL Facility. For the avoidance of doubt, nothing in this paragraph shall, or shall be deemed to, alter, modify or otherwise affect any of the terms, conditions or restrictions set forth in any solicitation document sent to Second Lien Noteholders in connection with the exercise of their respective NewCo ABL Participation Rights.

125. Approval of Certain Labor-Related Agreements. Each of the following are approved in their entirety: (a) that certain Agreement to Fund the VEBA between Contura Energy, Inc. and the UMWA; (b) that certain Memorandum of Understanding on Transition of New Labor Agreements among Contura Energy, Inc., the UMWA and Debtors Cumberland Coal Resources, LP, Emerald Coal Resources, LP, Litwar Processing Company, LLC, Power Mountain Coal Company, Goals Coal Company, Bandmill Coal Corporation, Longfork Coal Company, Omar Mining Company and Dickenson-Russel Coal Company, LLC; and (c) that certain Agreement to Mine the Foundation Reserves Under the Terms of the 2016 Agreement between Contura Energy, Inc. and the UMWA.

FF. Treatment of Sureties

126. Certain commercial surety companies (collectively, the “Sureties” and each, individually, a “Surety”) — including, but not limited to, Arch Insurance Company, Argonaut Insurance Company, Aspen American Insurance Company, Atlantic Specialty Insurance Company and its affiliates One Beacon Insurance Group and One Beacon Surety, Bond Safeguard Insurance Company, Federal Insurance Company, Fidelity & Deposit Company of Maryland, Indemnity National Insurance Company, Lexon Insurance Company, Liberty Mutual Insurance Company, Travelers Casualty and Surety Company of America, Westchester Fire

Insurance Company and Zurich American Insurance Company — have issued commercial surety bonds on behalf of the Debtors with respect to assets and other contractual obligations to be transferred to NewCo or to remain with the Reorganized Debtors (collectively, the “Existing Surety Bonds” and, each individually, an “Existing Surety Bond”).

127. NewCo Replacement Surety Bonds. To the extent that any of the Existing Surety Bonds relate to NewCo Assets, which include, without limitation, mining permits, surface and coal leases and mine-related facilities and other contract obligations, such Existing Surety Bonds shall be replaced by NewCo (collectively, the “NewCo Replacement Surety Bonds” and, each individually, a “NewCo Replacement Surety Bond”). Applications for the transfer of permits from the Debtors to NewCo, as required by applicable law, will be made no later than 30 days after the Closing of the NewCo Asset Sale, and NewCo Replacement Surety Bonds equal in amount (or such other amount that may be agreed to with the applicable lessor or permit authority) to the Existing Surety Bonds shall be timely submitted as required by the obligee in accord with applicable permit transfer and bonding regulations.

128. Reorganized Debtors’ Surety Bonds. As of the Effective Date, at the Debtors’ election, any Existing Surety Bond related to assets of the Reorganized Debtors shall either (a) be deemed assumed by the Reorganized Debtors with the Sureties’ consent on the terms and conditions set forth in this paragraph (collectively, the “Reorganized Debtor Continued Surety Bonds”) or (b) be replaced on terms agreed upon by the Reorganized Debtors and the applicable Surety (collectively, the “Reorganized Debtor Replaced Surety Bonds”). In lieu of the assumption of a Reorganized Debtor Continued Surety Bond, a Surety may elect to issue a name-change rider to any such bond or bonds or to issue new bonds naming the applicable Reorganized Debtor as permittee/principal.

129. Indemnity Agreements. The Reorganized Debtors shall be deemed to have assumed, as of the Effective Date, and shall continue to be obligated under any of the indemnity agreements or related agreements in place with each such Surety immediately prior to the Petition Date (collectively, the “Existing Indemnity Agreements” and, each, an “Existing Indemnity Agreement”). The failure to expressly identify any Indemnity Agreement in any schedule attached to the Plan or this Order shall not imply the rejection or failure to assume said Existing Indemnity Agreement. Upon request of any of the Sureties, the Reorganized Debtors agree to execute a new indemnity agreement in a form satisfactory to the applicable Surety in its discretion, and either substantially similar to the Existing Indemnity Agreements with such Surety or otherwise acceptable to the Reorganized Debtors, for any of such Surety’s Reorganized Debtor Continued Surety Bonds, riders or new bonds issued to replace a Reorganized Debtor Continued Surety Bond.

130. Parent Indemnification. Alpha Natural Resources Holdings, Inc. and ANR, Inc., as corporate parents of the Reorganized Debtors, each agree to execute a new indemnity agreement for any Reorganized Debtor Continued Surety Bond, rider or Reorganized Debtor Replaced Surety Bond, containing terms and conditions acceptable to such Surety in its discretion, and which shall either be substantially similar to the existing corporate parent indemnity agreements between ANR and the applicable Surety or otherwise acceptable to Reorganized ANR.

131. Premiums. Consistent with previous Orders of the Court, the Debtors will pay all premiums on the Existing Surety Bonds as those premiums have become due prior to the Effective Date, and the Reorganized Debtors will pay premiums on those Existing Surety Bonds subject to replacement by NewCo until those bonds are released. The Reorganized Debtors shall

pay any and all premiums and any other obligations that may come due in respect of any Reorganized Debtor Continued Surety Bond, rider or a Reorganized Debtor Replaced Surety Bond.

132. Debtor Bonded Obligations. The discharge or release of any Claim in the Plan or this Order shall not release, discharge, preclude or enjoin any obligation of the Debtors (prior to the Effective Date) or the Reorganized Debtors (on and after the Effective Date) to the Sureties under the Existing Surety Bonds, Existing Indemnity Agreements and obligations under the common law of suretyship and, solely to the extent that such Existing Surety Bonds are not replaced by NewCo or the Reorganized Debtors, such obligations to the Sureties are not being released, discharged, precluded or enjoined by the Plan, this Order or agreements with third parties.

133. Existing Collateral. Notwithstanding any other provision of the Plan or this Confirmation Order, all collateral, on which the applicable Surety had a perfected lien as of the Effective Date, and all letters of credit and proceeds from drawn letters of credit issued to the Sureties as security for a Debtor’s obligations under the Existing Surety Bonds (collectively, the “Surety LCs”) shall remain in place to secure all payment and performance obligations of (a) the Debtors and the Reorganized Debtors under the Existing Surety Bonds or for obligations arising under the Existing Indemnity Agreements until replaced or released and (b) thereafter the Reorganized Debtors under the Reorganized Debtor Continued Surety Bonds and any Existing Indemnity Agreements and any new indemnity agreements related thereto; provided, however, that nothing in this paragraph 133 shall be deemed to limit such Surety’s right to draw any Surety LC. Notwithstanding any other provisions of the Plan or other agreements between the Debtors and third parties, nothing in the discharge, injunction and release provisions of the

Plan, including without limitation Sections III.E.4, III.E.5 and III.E.6 shall be deemed to apply to the Sureties’ claims to pursue the Surety LCs, nor shall these provisions be interpreted to bar, impair, prevent or otherwise limit the Sureties from exercising their valid rights under or with respect to any of the Existing Surety Bonds (until replaced), NewCo Replacement Surety Bonds, Reorganized Debtor Continued Surety Bonds, any related indemnity agreements, letters of credit or applicable law, including SMCRA or the common law of suretyship. Each Surety’s rights to hold and use the proceeds of a Surety LC as collateral support for any Debtor’s or Reorganized Debtor’s obligations to a Surety shall be applicable to the collateral support required for any Reorganized Debtor Continued Surety Bonds.

134. Withdrawal of Surety Proofs of Claim. Except for liquidated claims for losses, costs or expenses for professional fees and related investigations incurred by the Sureties as a result of having issued the Existing Surety Bonds that are consistent with the Existing Indemnity Agreements, all proofs of Claim on account of or in respect of any Existing Surety Bond that is replaced or becomes a Reorganized Debtor Continued Surety Bond shall be deemed withdrawn automatically and without further notice to or action by the Debtors, the Reorganized Debtors or the Bankruptcy Court.

135. Surety Rights as to Third Parties Unaffected; No Waiver. Nothing in the Plan, this Order or the Resolution of Reclamation Obligations shall be interpreted to alter, diminish or enlarge the rights or obligations of the Sureties in regard to state and federal agencies, third parties or otherwise under any surety bonds, any indemnity agreements or applicable law. Further, nothing contained in paragraphs 126 through 135 relating to Surety matters shall constitute or be deemed a waiver of any Cause of Action that any Debtor or Reorganized Debtor may hold against any entity.

Richmond, Virginia
Dated:	Jul 12, 2016
		/s/ Kevin R. Huennekens
		UNITED STATES BANKRUPTCY JUDGE

Entered on Docket: 7/12/16

WE ASK FOR THIS:

Respectfully submitted,

/s/ Henry P. (Toby) Long, III

Tyler P. Brown (VSB No. 28072)

J.R. Smith (VSB No. 41913)

Henry P. (Toby) Long, III (VSB No. 75134)

Justin F. Paget (VSB No. 77949)

HUNTON & WILLIAMS LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Telephone: (804) 788-8200

Facsimile:   (804) 788-8218

David G. Heiman (admitted pro hac vice)

Carl E. Black (admitted pro hac vice)

Thomas A. Wilson (admitted pro hac vice)

JONES DAY

North Point

901 Lakeside Avenue

Cleveland, Ohio 44114

Telephone: (216) 586-3939

Facsimile: (216) 579-0212

Jeffrey B. Ellman (admitted pro hac vice)

JONES DAY

1420 Peachtree Street, N.E.

Suite 800

Atlanta, Georgia 30309

Telephone: (404) 581-3939

Facsimile: (404) 581-8330

Counsel to the Debtors and Debtors in Possession

CERTIFICATION OF ENDORSEMENT

UNDER LOCAL BANKRUPTCY RULE 9022-1(C)

Pursuant to Local Bankruptcy Rule 9022-1(C), I hereby certify that the foregoing proposed order has been endorsed by or served upon all necessary parties.

/s/ Henry P. (Toby) Long, III

EX-2.2

Exhibit 2.2

JONES DAY North Point 901 Lakeside Avenue Cleveland, Ohio 44114 Telephone: (216) 586-3939 Facsimile: (216) 579-0212 David G. Heiman (admitted pro hac vice) Carl E. Black (admitted pro hac vice) Thomas A. Wilson (admitted pro hac vice)   -and-   JONES DAY 1420 Peachtree Street, N.E. Suite 800 Atlanta, Georgia 30309 Telephone: (404) 581-3939 Facsimile: (404) 581-8330 Jeffrey B. Ellman (admitted pro hac vice)   Attorneys for Debtors and Debtors in Possession HUNTON & WILLIAMS LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219 Telephone: (804) 788-8200 Facsimile: (804) 788-8218 Tyler P. Brown (VSB No. 28072) J.R. Smith (VSB No. 41913) Henry P. (Toby) Long, III (VSB No. 75134) Justin F. Paget (VSB No. 77949)

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. 15-33896 (KRH)   (Jointly Administered)

SECOND AMENDED JOINT PLAN

OF REORGANIZATION OF DEBTORS AND DEBTORS IN POSSESSION

TABLE OF CONTENTS

ARTICLE I DEFINED TERMS, RULES OF INTERPRETATION AND COMPUTATION OF TIME			1
A.	Defined Terms		1
B.	Rules of Interpretation and Computation of Time		24
	1.	Rules of Interpretation	24
	2.	Computation of Time	24
ARTICLE II CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS; CRAMDOWN; EXECUTORY CONTRACTS AND UNEXPIRED LEASES			24
A.	Unclassified Claims		24
	1.	Payment of Administrative Claims	24
	2.	Payment of Priority Tax Claims	27
B.	Classified Claims and Interests		28
C.	Subordination; Reservation of Rights to Reclassify Claims		30
D.	Special Provisions Regarding the Treatment of Allowed Secondary Liability Claims; Maximum Recovery		30
E.	Confirmation Without Acceptance by All Impaired Classes		30
F.	Class Without Voting Claim Holders		30
G.	Treatment of Executory Contracts and Unexpired Leases		31
	1.	Executory Contracts and Unexpired Leases to Be Assumed	31
	2.	Approval of Assumptions and Assignments; Assignments Related to Restructuring Transactions	32
	3.	Payments Related to the Assumption of Executory Contracts and Unexpired Leases	32
	4.	Contracts and Leases Entered Into After the Petition Date or Previously Assumed	32
	5.	Rejection of Executory Contracts and Unexpired Leases	32
	6.	Rejection Damages Bar Date	33
	7.	Executory Contract and Unexpired Lease Notice Provisions	33
	8.	Obligations to Indemnify Directors, Officers and Employees	34
	9.	No Change in Control	34
ARTICLE III CONFIRMATION OF THE PLAN			34
A.	Conditions Precedent to Confirmation		34
B.	Conditions Precedent to the Effective Date		35
C.	Waiver of Conditions to Confirmation or the Effective Date		36
D.	Effect of Nonoccurrence of Conditions to the Effective Date		36
E.	Effect of Confirmation of the Plan		36
	1.	Dissolution of Official Committees	36

	2.	Preservation of Rights of Action by the Debtors and the Reorganized Debtors; Recovery Actions	37
	3.	Comprehensive Settlement of Claims and Controversies	37
	4.	Discharge of Claims and Termination of Interests	37
	5.	Injunction	38
	6.	Releases	38
	7.	Exculpation	40
	8.	Termination of Certain Subordination Rights and Settlement of Related Claims and Controversies	40
	9.	Liabilities Under Single-Employer Defined Benefit Pension Plans Not Terminated Prior to the Confirmation Date	40
ARTICLE IV MEANS FOR IMPLEMENTATION OF THE PLAN			41
A.	Continued Corporate Existence and Vesting of Assets		41
B.	Restructuring Transactions		41
	1.	Restructuring Transactions Generally	41
	2.	Obligations of Any Successor Corporation in a Restructuring Transaction	42
C.	The NewCo Asset Sale		42
D.	The Resolution of Reclamation Obligations		42
E.	Corporate Governance and Directors and Officers		42
	1.	Constituent Documents of Reorganized ANR and the Other Reorganized Debtors	42
	2.	Directors and Officers of Reorganized ANR and the Other Reorganized Debtors	43
F.	Reorganized ANR Preferred Interests		43
G.	Reorganized ANR Contingent Revenue Payment		43
H.	Contingent Credit Support		44
I.	Initial Cash		44
J.	Restricted Cash Reclamation Accounts		44
K.	Reorganized ANR Common Stock		44
L.	NewCo Equity and NewCo Warrants		45
M.	Employment-Related Agreements; Retiree Benefits; Workers’ Compensation Programs		45
	1.	Employment-Related Agreements	45
	2.	Retiree Benefits	45
	3.	Assumption of Pension Plans	45
	4.	Continuation of Workers’ Compensation Programs	46
	5.	Black Lung Excise Taxes	46
N.	Corporate Action		46

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O.	Special Provisions Regarding Insured Claims		46
	1.	Limitations on Amounts to Be Distributed to Holders of Allowed Insured Claims	46
	2.	Assumption and Continuation of Insurance Contracts	46
P.	Cancellation and Surrender of Instruments, Securities and Other Documentation		47
	1.	Notes	47
	2.	Old Common Stock	47
Q.	Release of Liens		47
R.	Effectuating Documents; Further Transactions		48
S.	Exemption from Certain Transfer Taxes		48
T.	Compliance with Federal Securities Laws		48
ARTICLE V PROVISIONS REGARDING DISTRIBUTIONS UNDER THE PLAN			48
A.	Distributions for Claims Allowed as of the Effective Date		48
B.	Method of Distributions to Holders of Claims		48
C.	Distributions of the NewCo Contribution		49
D.	Distributions on Account of Allowed Noteholder Claims		49
E.	Compensation and Reimbursement for Services Related to Distributions		49
F.	Delivery of Distributions and Undeliverable or Unclaimed Distributions		49
	1.	Delivery of Distributions	49
	2.	Undeliverable Distributions Held by Disbursing Agents	49
G.	Timing and Calculation of Amounts to Be Distributed		50
	1.	Distributions to Holders of Allowed Claims	50
	2.	Interest on Claims	50
	3.	De Minimis Distributions	51
H.	Distribution Record Date		51
I.	Means of Cash Payments		51
J.	Establishment of Reserves and Provisions Governing Same		51
K.	Surrender of Canceled Instruments or Securities		52
L.	Withholding and Reporting Requirements		52
M.	Setoffs		52
N.	Application of Distributions		52
ARTICLE VI PROCEDURES FOR RESOLVING DISPUTED CLAIMS			53
A.	Claims Oversight Committee		53
B.	Treatment of Disputed Claims		53
	1.	Tort Claims	53
	2.	Disputed Insured Claims	54
	3.	No Distributions Until Allowance	54

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C.	Prosecution of Objections to Claims		54
	1.	Objections to Claims	54
	2.	Extension of Claims Objection Bar Date	54
	3.	Authority to Prosecute Objections	54
	4.	Authority to Amend Schedules	54
D.	Distributions on Account of Disputed Claims Once Allowed		55
ARTICLE VII CONSOLIDATION			55
A.	Consolidation		55
B.	Order Granting Consolidation		55
ARTICLE VIII RETENTION OF JURISDICTION			55
ARTICLE IX MISCELLANEOUS PROVISIONS			57
A.	Modification of the Plan		57
B.	Revocation of the Plan		57
C.	Severability of Plan Provisions		57
D.	Successors and Assigns		57
E.	Plan/Confirmation Order Controls		58
F.	Service of Documents		58
	1.	The Debtors and the Reorganized Debtors	58
	2.	The Creditors’ Committee	59
	3.	The Retiree Committee	59
	4.	The DIP Agents and the First Lien Agent	60
	5.	The Ad Hoc Committee of Second Lien Noteholders	60
	6.	The Second Lien Notes Trustee	60
	7.	The UMWA	61

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TABLE OF EXHIBITS

Exhibit I.A.61	Principal Terms of Contingent Credit Support
Exhibit I.A.72	Debtors in the Chapter 11 Cases
Exhibit I.A.76	Schedule of Designated Non-Reserve Price Assets
Exhibit I.A.77	Schedule of Designated Reserve Price Assets
Exhibit I.A.100	Principal Terms of the Exit Facility
Exhibit I.A.119	Form of Promissory Note to Be Issued to the First Lien Lenders by NewCo
Exhibit I.A.132	Principal Terms of the GUC Distribution Note
Exhibit I.A.162	Principal Terms of the NewCo ABL Facility
Exhibit I.A.169	Principal Terms of the NewCo Preferred Interests
Exhibit I.A.170	Principal Terms of the NewCo Warrant Agreement
Exhibit I.A.211	Principal Terms of the Reorganized ANR Preferred Interests
Exhibit I.A.215	Reserve Price Assets Schedule
Exhibit I.A.216	Principal Terms of the Resolution of Reclamation Obligations
Exhibit I.A.222	Principal Terms of Second Lien Distribution Note
Exhibit I.A.227	Principal Terms of Second Lien Noteholder Distribution
Exhibit I.A.247	Principal Terms of Series A Preferred Interests
Exhibit I.A.248	Principal Terms of Series B Preferred Interests
Exhibit I.A.250	Stalking Horse APA
Exhibit II.G.1.a	Executory Contracts and Unexpired Leases to Be Assumed
Exhibit II.G.4	Previously Assumed Executory Contracts and Unexpired Leases to Be Assigned
Exhibit II.G.5	Executory Contracts and Unexpired Leases to Be Rejected
Exhibit IV.B.1	Restructuring Transactions
Exhibit IV.E.1.a	Form Certificates of Incorporation (or Comparable Constituent Documents) for the Reorganized Debtors
Exhibit IV.E.1.b	Form Bylaws (or Comparable Constituent Documents) for the Reorganized Debtors
Exhibit IV.E.2	Initial Directors and Officers of Each Reorganized Debtor
Exhibit IV.G	Additional Terms Related to Reorganized ANR Contingent Revenue Payment

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INTRODUCTION

Alpha Natural Resources, Inc., a Delaware corporation, and the other above-captioned debtors and debtors in possession (collectively, as further defined below, the “Debtors”) propose the following joint plan of reorganization for the resolution of the outstanding claims against and equity interests in the Debtors. The Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code. Reference is made to the Debtors’ Disclosure Statement, distributed contemporaneously with the Plan, for a discussion of the Debtors’ history, business, results of operations, historical financial information, projections and properties and for a summary and analysis of the Plan. Other agreements and documents supplement the Plan and have been or will be filed with the Bankruptcy Court. These supplemental agreements and documents are referenced in the Plan and the Disclosure Statement and will be available for review.

ARTICLE I

DEFINED TERMS, RULES OF INTERPRETATION AND COMPUTATION OF TIME

A. Defined Terms

Capitalized terms used in the Plan have the meanings set forth in this Section I.A. Any term that is not otherwise defined herein, but that is used in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning given to that term in the Bankruptcy Code or the Bankruptcy Rules.

1. “1113/1114 Order” means the Order (I) Authorizing Rejection of Certain Collective Bargaining Agreements and (II) Modifying Certain Retiree Benefit Obligations Pursuant to Sections 1113(c) and 1114(g) of the Bankruptcy Code (Docket No. 2500), entered by the Bankruptcy Court on May 24, 2016, as it may amended, supplemented or otherwise modified.

2. “2017 Notes” means the 3.75% senior unsecured notes issued under the 2017/2020 Notes Indenture.

3. “2017/2020 Notes Guarantors” means the Subsidiary Debtors party to the 2017/2020 Notes Indenture, as guarantors.

4. “2017/2020 Notes Indenture” means the indenture, dated June 1, 2011, as the same may have been subsequently modified, amended, supplemented or otherwise revised from time to time, and together with all instruments, documents and agreements related thereto, among ANR, as issuer, the 2017/2020 Notes Guarantors and the 2017/2020 Notes Trustee, relating to (a) the 3.75% senior unsecured notes due 2017 and (b) the 4.875% senior unsecured notes due 2020.

5. “2017/2020 Notes Trustee” means Union Bank of California, n/k/a MUFG Union Bank, N.A., in its capacity as trustee under the 2017/2020 Notes Indenture.

6. “2018 Notes” means the 9.75% senior unsecured notes issued under the 2018 Notes Indenture.

7. “2018 Notes Indenture” means the indenture, dated June 1, 2011, as the same may have been subsequently modified, amended, supplemented or otherwise revised from time to time, and together with all instruments, documents and agreements related thereto, among ANR, as issuer, the 2017/2020 Notes Guarantors and the 2018 Notes Trustee, relating to the 9.75% senior unsecured notes due 2018.

8. “2018 Notes Trustee” means Union Bank, N.A., n/k/a MUFG Union Bank, N.A., in its capacity as trustee under the 2018 Notes Indenture.

9. “2019 Notes” means the 6.00% senior unsecured notes issued under the 2019/2021 Notes Indenture.

10. “2019/2021 Notes Indenture” means, collectively, and as such documents may have been subsequently modified, amended, supplemented or otherwise revised from time to time, and together with all instruments, documents and agreements related thereto, (a) the (i) indenture and (ii) first supplemental indenture, dated June 1, 2011, among ANR, as issuer, the 2017/2020 Notes Guarantors and the 2019/2021 Notes Trustee; and (b) the second supplemental indenture, dated June 1, 2011, among ANR, as issuer, the 2017/2020 Notes Guarantors, certain additional guarantors and the 2019/2021 Notes Trustee, relating to (x) the 6.00% senior unsecured notes due 2019 and (y) the 6.25% senior unsecured notes due 2021.

11. “2019/2021 Notes Trustee” means Union Bank, N.A., n/k/a MUFG Union Bank, N.A., in its capacity as trustee under the 2019/2021 Notes Indenture.

12. “2020 Notes” means the 4.875% senior unsecured notes issued under the 2017/2020 Notes Indenture.

13. “2021 Notes” means the 6.25% senior unsecured notes issued under the 2019/2021 Notes Indenture.

14. “Ad Hoc Committee of Second Lien Noteholders” means the ad hoc committee of holders of Second Lien Notes and its members, represented in the Chapter 11 Cases by Kirkland & Ellis LLP and Kutak Rock LLP.

15. “Administrative Claim” means a Claim arising on or after the Petition Date and prior to the Effective Date for a cost or expense of administration in the Chapter 11 Cases that is entitled to priority or superpriority under sections 364(c)(1), 503(b), 503(c), 507(a)(2), 507(b) or 1114(e)(2) of the Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred after the Petition Date of preserving the Estates and operating the businesses of the Debtors (such as wages, salaries, commissions for services and payments for inventories, leased equipment and premises); (b) DIP Claims; (c) compensation for legal, financial advisory, accounting and other services and reimbursement of expenses awarded or allowed under sections 330(a) or 331 of the Bankruptcy Code; (d) any Allowed Claims for reclamation under section 546(c)(1) of the Bankruptcy Code; (e) all fees and charges assessed against the Estates under chapter 123 of title 28 of the United States Code, 28 U.S.C. §§ 1911-1930; and (f) all Postpetition Intercompany Claims. In addition, Claims pursuant to section 503(b)(9) of the Bankruptcy Code for the value of goods received by the Debtors in the 20 days immediately prior to the Petition Date and sold to the Debtors in the ordinary course of the Debtors’ business shall be treated as Administrative Claims.

16. “Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code.

17. “Allowed … Claim” means an Allowed Claim in the particular Class or category specified.

18. “Allowed Claim” when used:

a. with respect to any Claim other than an Administrative Claim, means a Claim that is not a Disallowed Claim and:

i. (a) is listed on a Debtor’s Schedules and not designated in the Schedules as either disputed, contingent or unliquidated and (b) is not otherwise a Disputed Claim;

ii. (a) as to which no objection to allowance has been Filed on or before the Claims Objection Bar Date or such other applicable period of limitation fixed by the Plan, the Confirmation Order, the Bankruptcy Rules or a Final Order for objecting to such Claims and (b) is not otherwise a Disputed Claim;

iii. that is allowed: (a) in any Stipulation of Amount and Nature of Claim executed by the applicable Claim holder on or after the Effective Date, (b) in any contract, instrument or other agreement entered into in connection with the Plan and, if prior to the Effective Date, approved or authorized by the Bankruptcy Court, (c) pursuant to a Final Order or (d) pursuant to the terms of the Plan; or

iv. is asserted in a liquidated proof of Claim that is accepted, and is designated for allowance, by the Debtors or the Reorganized Debtors, as set forth in one or more notices Filed with the Bankruptcy Court; and

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b. with respect to an Administrative Claim, means an Administrative Claim that is not a Disallowed Claim and:

i. (a) as to which no objection to allowance has been Filed on or before the Claims Objection Bar Date or such other applicable period of limitation fixed by the Plan, the Confirmation Order, the Bankruptcy Rules or a Final Order for objecting to such Administrative Claims and (b) is not otherwise a Disputed Claim;

ii. that is allowed: (a) in any Stipulation of Amount and Nature of Claim executed by the applicable Claim holder on or after the Effective Date, (b) in any contract, instrument or other agreement entered into in connection with the Plan and, if prior to the Effective Date, approved or authorized by the Bankruptcy Court, (c) pursuant to a Final Order or (d) pursuant to Section II.A.1; or

iii. is properly asserted in a liquidated proof of Claim or request for payment of an administrative expense that is accepted, and is designated for allowance, by the Debtors or the Reorganized Debtors, as set forth in one or more notices Filed with the Bankruptcy Court.

19. “Allowed Interest” means an Interest registered in the stock register, membership interest register or any similar register or schedule maintained by or on behalf of a Debtor as of the Distribution Record Date and not timely objected to or that is allowed by a Final Order.

20. “ANR” means Debtor Alpha Natural Resources, Inc.

21. “Assets” means a Debtor’s property, rights and interest that are property of a Debtor’s Estate pursuant to section 541 of the Bankruptcy Code.

22. “Ballot” means the form or forms distributed to each holder of an impaired Claim entitled to vote on the Plan on which the holder indicates either acceptance or rejection of the Plan and (when applicable) any election for treatment of such Claim under the Plan.

23. “Bankruptcy Code” means title 11 of the United States Code, as now in effect or hereafter amended, as applicable to these Chapter 11 Cases.

24. “Bankruptcy Court” means the United States Bankruptcy Court for the Eastern District of Virginia and, to the extent of the withdrawal of any reference under 28 U.S.C. § 157, the District Court.

25. “Bankruptcy Rules” means, collectively, the Federal Rules of Bankruptcy Procedure and the local rules of the Bankruptcy Court, as now in effect or hereafter amended.

26. “Bar Date” means the applicable bar date by which a proof of Claim or request for payment of administrative expenses must be, or must have been, Filed, as established by an order of the Bankruptcy Court, including a Bar Date Order and the Confirmation Order.

27. “Bar Date Order” means any order of the Bankruptcy Court establishing Bar Dates for Filing proofs of Claim or requests for payment of administrative expenses in the Chapter 11 Cases, including the Order Establishing Bar Dates for Filing Proofs of Claim and Approving Form and Manner of Notice Thereof (Docket No. 1156), entered by the Bankruptcy Court on December 22, 2015, as it may be amended, supplemented or otherwise modified.

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28. “Bidding Procedures Order” means the Second Order Establishing Bidding and Sale Procedures for the Potential Sale of Certain Mining Properties and Related Assets (Docket No. 1754), entered by the Bankruptcy Court on March 11, 2016.

29. “Black Lung Act” means the Black Lung Benefits Act, 30 U.S.C. §§ 901, et seq., as it may be amended.

30. “Black Lung Benefits” means, collectively, the health and disability benefits payable to beneficiaries under the Black Lung Act.

31. “Black Lung Claims” means any Claims arising, or related to the period, prior to the Effective Date for the payment of Black Lung Benefits, including any Claims for reimbursement of the Black Lung Disability Trust Fund.

32. “Black Lung Disability Trust Fund” means the “Black Lung Disability Trust Fund,” as such term is defined in 26 U.S.C. § 9501(a)(1).

33. “Black Lung Excise Taxes” means, collectively, any federal excise Taxes imposed pursuant to 26 U.S.C. § 4121, as it may be amended.

34. “Business Day” means any day, other than a Saturday, Sunday or “legal holiday” (as defined in Bankruptcy Rule 9006(a)).

35. “Business Plan” means the Five Year Business Plan of the Debtors, dated February 8, 2016.

36. “Cash” means legal tender of the United States of America and equivalents thereof.

37. “Category 1 General Unsecured Claims” means, collectively, all General Unsecured Claims that are not Category 2 General Unsecured Claims.

38. “Category 1 General Unsecured Claims Asset Pool” means: (a) Distribution Cash in the total aggregate amount of $2,500,000; and (b) either (i) if the Cash portion of the First Lien Lender Distribution does not equal or exceed the First Lien Lender Distributable Cash Recovery Threshold, the GUC Distribution Note or (ii) if the Cash portion of the First Lien Lender Distribution equals or exceeds the First Lien Lender Distributable Cash Recovery Threshold, additional Distribution Cash in the total aggregate amount of $5,500,000; provided that if the total aggregate Distribution described in subsections (a) and (b) above is insufficient to provide a recovery to holders of Category 1 General Unsecured Claims that equals or exceeds the Category 1 Minimum Recovery Threshold, the Category 1 General Unsecured Claims Asset Pool shall also include the Reorganized ANR Contingent Revenue Payment Allocation.

39. “Category 1 Minimum Recovery Threshold” means an aggregate recovery on account of Allowed Category 1 General Unsecured Claims equal to 3.0% of the aggregate Allowed amount of all Category 1 General Unsecured Claims.

40. “Category 1 Recovery Deficiency” means (a) the Category 1 Minimum Recovery Threshold minus (b) the total aggregate Distribution on account of Category 1 General Unsecured Claims (prior to any Reorganized ANR Contingent Revenue Payment Allocation), to the extent that such difference constitutes a positive number.

41. “Category 2 General Unsecured Claims” means, collectively, all General Unsecured Claims that are (a) Noteholder Claims (including any Second Lien Noteholder Claims or Massey Convertible Noteholder Claims that, in either case, constitute Deficiency Claims), (b) Pension Claims, (c) Union Claims and (d) Black Lung Claims.

42. “Category 2 General Unsecured Claims Asset Pool” means: (a) the Category 2 NewCo Common Stock Distribution; (b) the NewCo Warrants; (c) the Reorganized ANR Contingent Revenue Payment, less any Reorganized ANR Contingent Revenue Payment Allocation; (d) the Reorganized ANR Common Stock; and (e) the Contingent Reserve Price Asset Sale Proceeds.

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43. “Category 2 NewCo Common Stock Distribution” means 5.0% of the NewCo Common Stock, to be distributed on account of Allowed Category 2 General Unsecured Claims.

44. “Causes of Action” means, without limitation, any and all actions, causes of action, controversies, liabilities, obligations, rights, suits, damages, judgments, claims and demands whatsoever of any of the Debtors or their Estates, including any Recovery Actions, whether known or unknown, reduced to judgment, liquidated or unliquidated, fixed or contingent, matured or unmatured, disputed or undisputed, secured or unsecured, assertable directly or derivatively, existing or hereafter arising, in law, equity or otherwise.

45. “Chapter 11 Cases” means, collectively, the bankruptcy cases commenced in the Bankruptcy Court by the Debtors under chapter 11 of the Bankruptcy Code and captioned as In re Alpha Natural Resources, Inc., et al., No. 15-33896 (KRH) (Bankr. E.D. Va.).

46. “Claim” means a claim, as defined in section 101(5) of the Bankruptcy Code, against a Debtor or its Estate.

47. “Claims and Balloting Agent” means Kurtzman Carson Consultants LLC, in its capacity as Bankruptcy Court-appointed claims and balloting agent for the Chapter 11 Cases.

48. “Claims Objection Bar Date” means, for all Claims, including Claims asserting priority under section 503(b)(9) of the Bankruptcy Code, other than Allowed Claims, the latest of: (a) 180 days after the Effective Date, subject to extension by order of the Bankruptcy Court; (b) 90 days after the Filing of a proof of Claim for such Claim; and (c) such other period of limitation as may be specifically fixed by the Plan, the Confirmation Order, the Bankruptcy Rules or a Final Order for objecting to such a Claim.

49. “Claims Oversight Committee” means the committee established pursuant to Section VI.A for the purpose of overseeing the Debtors’ objections to, and settlements of, General Unsecured Claims.

50. “Claims Oversight Committee Professionals” means, collectively, any professionals retained by the Claims Oversight Committee pursuant to Section VI.A.

51. “Claims Oversight Committee Professionals Fee Cap” means a maximum limit of $1.0 million payable by the Reorganized Debtors, pursuant to Section VI.A, for reasonable and documented fees and expenses of Claims Oversight Committee Professionals.

52. “Claims Oversight Escrow Account” means an escrow account, with customary release provisions, to be established pursuant to Section VI.A to facilitate the payment of the fees and expenses of Claims Oversight Committee Professionals.

53. “Class” means a class of Claims, as described in Article II.

54. “Coal Act” means the Coal Industry Retiree Health Benefit Act, 26 U.S.C. §§ 9701, et seq., as it may be amended.

55. “Coal Act Claims” means Claims arising under the Coal Act or any related liability that might arise as to any Person as a successor to any of the Debtors.

56. “Confirmation” means the entry of the Confirmation Order by the Bankruptcy Court on the docket of the Chapter 11 Cases.

57. “Confirmation Date” means the date on which the Bankruptcy Court enters the Confirmation Order on the docket of the Chapter 11 Cases, within the meaning of Bankruptcy Rules 5003 and 9021.

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58. “Confirmation Exhibits” means, collectively, the documents listed on the “Table of Exhibits” included herein, which documents will be Filed no later than seven calendar days before the Confirmation Hearing, to the extent not Filed earlier; provided, however, that Exhibits I.A.76, I.A.77, I.A.215, I.A.250, II.G.1.a, II.G.4, II.G.5 and IV.B.1 will be Filed no later than seven calendar days prior to the Voting Deadline. All Confirmation Exhibits will be made available on the Document Website once they are Filed. The Debtors reserve the right, in accordance with the terms hereof, to modify, amend, supplement, restate or withdraw any of the Confirmation Exhibits after they are Filed and shall promptly make such changes available on the Document Website.

59. “Confirmation Hearing” means the hearing held by the Bankruptcy Court on Confirmation of the Plan, as such hearing may be continued.

60. “Confirmation Order” means the order of the Bankruptcy Court (a) confirming the Plan pursuant to section 1129 of the Bankruptcy Code, (b) approving the Stalking Horse APA and the Asset sale contemplated therein, (c) approving the Diminution Claim Allowance Settlement and the Unencumbered Asset Settlement on a final and non-conditional basis and (d) granting certain additional relief.

61. “Contingent Credit Support” means unsecured credit support to be provided by NewCo to Reorganized ANR in the aggregate total amount of $35 million, subject to the terms and conditions of the Global Settlement Term Sheet, on substantially the terms set forth on Exhibit I.A.61.

62. “Contingent Reorganized ANR Consideration” means, in the event that (a) a Material Reorganized ANR Transaction is consummated and (b) the portion of the Reorganized ANR Contingent Revenue Payment associated with assets sold or transferred as part of such Material Reorganized ANR Transaction is not assumed by any counterparty to such Material Reorganized ANR Transaction, an amount equal to the total aggregate present value of the revenues projected in the Business Plan anticipated to be realized during the remaining life of the Reorganized ANR Contingent Revenue Payment associated with any assets sold or transferred as part of such Material Reorganized ANR Transaction, which present value shall be discounted, on a semiannual basis (assuming a 360-day year consisting of 12 30-day months) at a rate equal to the Treasury Rate plus 20 basis points.

63. “Contingent Reserve Price Asset Sale Proceeds” means, in the event that any Non-Material Reserve Price Assets are sold to a purchaser other than the First Lien Lenders or NewCo, 7.5% of the net cash proceeds of such sale of Non-Material Reserve Price Assets, to be distributed to holders of Category 2 General Unsecured Claims on the same ratable basis as such holders shall receive the NewCo Warrants.

64. “Contract Procedures Order” means an order of the Bankruptcy Court, entered on or prior to the Confirmation Date, which approves procedures to address the treatment of certain agreements in the Chapter 11 Cases in conjunction with the Plan, including the assumption, assumption and assignment, or rejection of Executory Contracts and Unexpired Leases, and establishes the form and manner of notice to be given to counterparties to such agreements with the Debtors.

65. “Control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

66. “Core Asset Sale Motion” means the 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 Pre-Petition Lenders’ Diminution Claims; and (IV) an Order Approving Amendments to Certain Case Milestones in Connection with the DIP Credit Agreement (Docket No. 1464), Filed by the Debtors on February 8, 2016.

67. “Core Asset Sale Order” means any order entered by the Bankruptcy Court approving one or more sales of Assets in connection with the Core Asset Sale Motion, including the PLR Order and the Confirmation Order.

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68. “Creditors’ Committee” means the statutory official committee of unsecured creditors appointed by the United States Trustee in the Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code, as constituted from time to time.

69. “Cross-Collateralization Claims” means Claims against the Debtors arising in connection with “Cross-Collateralization Liens” as such term is defined in the Final DIP Order.

70. “Cure Amount Claim” means a Claim based upon a Debtor’s defaults under an Executory Contract or Unexpired Lease at the time such contract or lease is assumed by such Debtor under section 365 of the Bankruptcy Code to the extent such Claim is required to be cured by section 365 of the Bankruptcy Code.

71. “De Minimis Sale Order” means the Order Establishing Procedures for the Sale, Transfer or Abandonment of Miscellaneous and De Minimis Assets and Granting Certain Related Relief (Docket No. 466), entered by the Bankruptcy Court on September 17, 2015, as it may be amended, supplemented or otherwise modified.

72. “Debtors” means, collectively, the above-captioned debtors and debtors in possession identified on Exhibit I.A.72.

73. “Deficiency Claim” means a General Unsecured Claim for the difference between (a) the total amount of an Allowed Claim and (b) the portion of such Allowed Claim that constitutes an Allowed Secured Claim.

74. “Derivative Claim” means a claim (as defined in section 101(5) of the Bankruptcy Code) or Cause of Action that is the property of any of the Debtors’ Estates pursuant to section 541 of the Bankruptcy Code.

75. “Designated Chapter 5 Causes of Action” means any claims or causes of action arising under sections 544, 545, 547 or 548 and the related provisions of sections 546 and 550 of the Bankruptcy Code.

76. “Designated Non-Reserve Price Assets” means, collectively, the Non-Reserve Price Assets set forth on the schedule attached hereto as Exhibit I.A.76.

77. “Designated Reserve Price Assets” means, collectively, the Reserve Price Assets set forth on the schedule attached hereto as Exhibit I.A.77.

78. “Diminution Claim Allowance Settlement” means the settlement among the Debtors and the First Lien Lenders, approved by the Bankruptcy Court pursuant to the Lender Settlements Order, regarding the methodology for calculating the First Lien Lender Diminution Claim.

79. “DIP Agents” means, together, the First Out DIP Agent and the Second Out DIP Agent.

80. “DIP Claim” means any Claim arising under or evidenced by (a) the First Out DIP Credit Agreement or the Second Out DIP Credit Agreement or (b) the Final DIP Order. For the avoidance of doubt, DIP Claims include, without limitation, (a) First Out DIP Claims and Second Out DIP Claims; (b) the fees, costs, expenses and other amounts payable (or that may become payable) to the DIP Agents, Citigroup Global Markets Inc. (in its capacity as sole lead arranger under the DIP Credit Agreements) and/or the DIP Lenders under paragraph 7(c)(iii) of the Final DIP Order; and (c) the fees and expenses of the First Lien Agent, as provided in paragraph 15(d) of the Final DIP Order.

81. “DIP Credit Agreements” means, together, the First Out DIP Credit Agreement and the Second Out DIP Credit Agreement.

82. “DIP Lenders” means, collectively, those entities identified as “Lenders” in the DIP Credit Agreements and their respective permitted successors and assigns, solely in their capacity as “Lenders” under the DIP Credit Agreements.

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83. “Disallowed,” when used with respect to a Claim, means a Claim that has been disallowed by a Final Order.

84. “Disbursing Agent” means any Reorganized Debtor in its capacity as disbursing agent pursuant to Article V or any Third Party Disbursing Agent.

85. “Disclosure Statement” means the disclosure statement (including all exhibits and schedules thereto or referenced therein) that relates to the Plan and has been prepared and distributed by the Debtors, as plan proponents, as approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code, as the same may be amended, modified or supplemented.

86. “Disputed Claim” means:

a. a Claim that is listed on a Debtor’s Schedules as either disputed, contingent or unliquidated;

b. a Claim that is listed on a Debtor’s Schedules as other than disputed, contingent or unliquidated, but the nature or amount of the Claim as asserted by the holder in a proof of Claim varies from the nature or amount of such Claim as it is listed on the Schedules;

c. a Claim that is not listed on a Debtor’s Schedules;

d. a Claim as to which the applicable Debtor or Reorganized Debtor, or, prior to the Confirmation Date, any other party in interest, has Filed an objection by the Claims Objection Bar Date and such objection has not been withdrawn or denied by a Final Order;

e. a Claim for which a proof of Claim or request for payment of Administrative Claim is required to be Filed under the Plan and no such proof of Claim or request for payment of Administrative Claim is timely Filed; or

f. a Tort Claim.

87. “Distribution” means a distribution under the Plan of Cash, interests, securities or other property, as may be applicable, to the holders of Allowed Claims in accordance with and subject to the terms of the Plan.

88. “Distribution Cash” means all Cash held by Reorganized ANR as of the Effective Date, less any Cash that is part of the Exit Funding as of the Effective Date.

89. “Distribution Date” means a date selected by the Reorganized Debtors in accordance with the terms of the Plan to make Distributions on account of Allowed Claims.

90. “Distribution Record Date” means 5:00 p.m., Eastern Time, on the Confirmation Date.

91. “District Court” means the United States District Court for the Eastern District of Virginia.

92. “Document Website” means the internet address www.kccllc.net/alpharestructuring, at which the Plan, the Disclosure Statement and all Filed Confirmation Exhibits shall be available to any party in interest and the public, free of charge.

93. “DTC” means the Depository Trust Company.

94. “Effective Date” means a day, as determined by the Debtors, that is the Business Day as soon as reasonably practicable after all conditions to the Effective Date set forth in Section III.B have been met or waived in accordance with Section III.C.

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95. “Encumbered Assets” means, collectively, all Assets other than Unencumbered Assets, as of the Effective Date.

96. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1001, et seq.

97. “Estate” means, as to each Debtor, the estate created for such Debtor in its Chapter 11 Case pursuant to section 541 of the Bankruptcy Code.

98. “Excess Free Cash Flow” means a percentage of Free Cash Flow to be determined pursuant to the Resolution of Reclamation Obligations.

99. “Executory Contract” means a contract to which a Debtor is a party that is subject to assumption, assumption and assignment, or rejection under section 365 of the Bankruptcy Code.

100. “Exit Facility” means a senior secured credit facility, in an amount sufficient to provide for the cash collateralization of letters of credit with respect to workers’ compensation obligations, that will be entered into by the Reorganized Debtors, the Exit Facility Agent and the other financial institutions party thereto on the Effective Date on substantially the terms set forth on Exhibit I.A.100.

101. “Exit Facility Agent” means the agent for the lenders under the Exit Facility.

102. “Exit Funding” means working capital for the Reorganized Debtors and any further funding required by the Reorganized Debtors to comply with any Resolution of Reclamation Obligations, the sources of which shall be the First Lien Lender Exit Contribution and any other Cash or the proceeds of other financing obtained by the Reorganized Debtors.

103. “Face Amount” means either (a) the full stated amount in any proof of Claim Filed by the Bar Date or otherwise deemed timely Filed under applicable law, if the proof of Claim specifies only a liquidated amount; (b) if no proof of Claim is Filed by the Bar Date or otherwise deemed timely Filed under applicable law, the full amount of a Claim listed on the Debtors’ Schedules, provided that such amount is not listed as disputed, contingent or unliquidated; or (c) the amount of the Claim (i) acknowledged by the applicable Debtor or Reorganized Debtor in any objection Filed to such Claim, (ii) estimated by the Bankruptcy Court for such purpose pursuant to section 502(c) of the Bankruptcy Code or (iii) proposed by the Debtors or the Reorganized Debtors if (A) no proof of Claim has been Filed by the Bar Date or has otherwise been deemed timely Filed under applicable law and such amount is not listed in the Debtors’ Schedules or is listed in the Debtors’ Schedules as disputed, contingent or unliquidated or (B) the proof of Claim specifies an unliquidated amount (in whole or in part).

104. “Federal Judgment Rate” means 0.33%, the federal post-judgment interest rate, as established by 28 U.S.C. § 1961(a), as of the Petition Date.

105. “Fee Claim” means a Claim under sections 328, 330(a), 331, 503 or 1103 of the Bankruptcy Code for compensation of a Professional or other Person for services rendered or expenses incurred in the Chapter 11 Cases.

106. “File,” “Filed,” or “Filing” means file, filed or filing with the Bankruptcy Court or its authorized designee in the Chapter 11 Cases.

107. “Final DIP Order” means, collectively, and as such orders may be further modified, amended, supplemented or otherwise revised: (a) the Final Order (I) Authorizing Debtors (A) to Obtain Post-Petition Financing Pursuant to 11 U.S.C. §§ 105, 361, 362, 363(b), 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) and 364(e) and (B) to Utilize Cash Collateral Pursuant to 11 U.S.C. § 363 and (II) Granting Adequate Protection to Pre-Petition Secured Parties Pursuant to 11 U.S.C. §§ 361, 362, 363, 364 and 507(b) (Docket No. 465), entered by the Bankruptcy Court on September 17, 2015; (b) the Supplemental DIP Financing Order Authorizing, Pursuant to 11 U.S.C. §§ 105, 363 and 364, (I) Amendment to the DIP Financing and (II) Waiver of Bankruptcy Rule 6004(h)

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Stay (Docket No. 973), entered by the Bankruptcy Court on November 19, 2015; and (c) the Second Supplemental DIP Financing Order Authorizing, Pursuant to 11 U.S.C. §§ 105, 363 and 364, (I) Amendment to the DIP Financing and (II) Waiver of Bankruptcy Rule 6004(h) Stay (Docket No. 1753), entered by the Bankruptcy Court on March 11, 2016.

108. “Final Order” means an order or judgment of the Bankruptcy Court, or any other court of competent jurisdiction, as entered on the docket in the Chapter 11 Cases or the docket of any other court of competent jurisdiction, that has not been reversed, stayed, modified or amended, and as to which the time to appeal or seek certiorari or move, under Bankruptcy Rule 9023 or Rule 59 of the Federal Rules of Civil Procedure, for a new trial, reargument or rehearing has expired, and no appeal or petition for certiorari or other proceeding for a new trial, reargument or rehearing has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been timely filed has been withdrawn or resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought or the new trial, reargument or rehearing shall have been denied or resulted in no modification of such order; provided that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules, may be filed shall not prevent such order from being a Final Order.

109. “First Lien Agent” means Citicorp North America, Inc., in its capacity as administrative agent and collateral agent under the First Lien Credit Agreement.

110. “First Lien Credit Agreement” means the Fifth Amended and Restated Credit Agreement, dated as of September 24, 2014 (as the same may have been subsequently modified, amended, supplemented or otherwise revised from time to time, and together with all instruments, documents and agreements related thereto), by and among ANR, as borrower, the First Lien Guarantors, the First Lien Lenders and the First Lien Agent.

111. “First Lien Guarantors” means, collectively, the Subsidiary Debtors signatory to the First Lien Credit Agreement as guarantors thereunder.

112. “First Lien Lender Claims” means, collectively, any Claims of the First Lien Lenders or the First Lien Agent arising under or in connection with the First Lien Credit Agreement and the First Lien Swap Agreements, including (a) any First Lien Lender Diminution Claim and (b) any Cross-Collateralization Claims of the First Lien Lenders or the First Lien Agent. All First Lien Lender Claims (including, for the avoidance of doubt, any Deficiency Claims arising under or in connection with the First Lien Credit Agreement) shall be Allowed in an aggregate amount equal to the full amount of such First Lien Lender Claims (including principal, interest, all other amounts due and owing as of the Petition Date and, if applicable, Postpetition Interest), and, except as expressly set forth herein or in accordance with the Global Settlement, neither such Claims nor the Distributions thereon shall be subject to reduction, disallowance, subordination, setoff or counterclaim.

113. “First Lien Lender Diminution Claim” means “Senior Lender Adequate Protection Claim” as such term is defined in the Final DIP Order and as calculated in accordance with the Diminution Claim Allowance Settlement.

114. “First Lien Lender Distributable Cash Recovery Threshold” means the Cash component of the First Lien Lender Distribution in an amount equal to $300 million, after taking into account all settlements approved pursuant to the Plan.

115. “First Lien Lender Distribution” means: (a) all Distribution Cash not distributed to other parties pursuant to the Plan, (b) the Series A Preferred Interests, (c) the First Lien Lender Takeback/Preferred Consideration and (d) 87.5% of the NewCo Equity, each as distributed to the First Lien Lenders in accordance with the Restructuring Transactions, including the Stalking Horse APA; provided that the total aggregate value as of the Effective Date of the First Lien Lender Distribution shall not exceed the aggregate amount of all Allowed Secured First Lien Lender Claims.

116. “First Lien Lender Exit Contribution” means (a) Cash or other forms of liquidity, in an amount to consistent with the First Lien Lender Settlement, the Global Settlement Term Sheet and the Confirmation Order, to

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fund working capital for the Reorganized Debtors; and (b) consideration, in a form and amount consistent with the First Lien Lender Settlement, the Global Settlement Term Sheet and the Confirmation Order, to fund (i) Reclamation Activities (inclusive of any Initial Reclamation Contribution) and (ii) certain required Distributions under the Plan; provided that such Cash, other forms of liquidity or consideration, or any portion thereof, may be provided, at the option of the First Lien Lenders, by either NewCo or the First Lien Lenders.

117. “First Lien Lender Remaining Diminution Claim” means the amount of the First Lien Lender Diminution Claim remaining after giving effect to any successful credit bid by the First Lien Lenders of the First Lien Lender Diminution Claim, including with respect to the Stalking Horse APA.

118. “First Lien Lender Settlement” means the settlement embodied in the Plan and the Confirmation Order among the DIP Lenders, the DIP Agents, the First Lien Lenders, the First Lien Agent and the Debtors, entered into for mutual consideration and which includes, among other things, and in each case in consistent with the terms of the Global Settlement Term Sheet: (a) the establishment of (i) the amount, form and sources of funding of the First Lien Lender Exit Contribution, (ii) the First Lien Lender Distribution and (iii) the amount of Allowed Secured First Lien Lender Claims; and (b) the incorporation of the Unencumbered Assets Settlement and the Diminution Claim Allowance Settlement.

119. “First Lien Lender Takeback/Preferred Consideration” means a secured promissory note or loan to be issued to the First Lien Lenders by NewCo on substantially the terms set forth on Exhibit I.A.119.

120. “First Lien Lenders” means, collectively, the lenders party to the First Lien Credit Agreement or their successors or assigns.

121. “First Lien Swap Agreements” means, collectively: (a) the ISDA Master Agreement, dated as of December 20, 2010, between Debtor Alpha Natural Resources, LLC and J.P. Morgan Ventures Energy Corp. (as amended, modified or otherwise supplemented from time to time); (b) the ISDA Master Agreement, dated as of December 20, 2010, between Debtor Alpha Coal West, Inc. and J.P. Morgan Ventures Energy Corp. (as amended, modified or otherwise supplemented from time to time); (c) the ISDA Master Agreement, dated as of March 18, 2010, between Debtor Alpha Natural Resources, LLC and Barclays Bank PLC (as amended, modified or otherwise supplemented from time to time); (d) the ISDA Master Agreement, dated as of March 18, 2010, between Debtor Alpha Coal West, Inc. and Barclays Bank PLC (as amended, modified or otherwise supplemented from time to time); (e) the ISDA Master Agreement, dated as of May 6, 2013, between Debtor Alpha Natural Resources, LLC and Citibank, N.A. (as amended, modified or otherwise supplemented from time to time); and (f) the ISDA Master Agreement, dated as of May 6, 2013, between Debtor Alpha Coal West, Inc. and Citibank, N.A. (as amended, modified or otherwise supplemented from time to time).

122. “First Out DIP Agent” means Citibank, N.A., in its capacity as administrative agent and collateral agent under the First Out DIP Credit Agreement.

123. “First Out DIP Claim” means any Claim of the DIP Lenders or the First Out DIP Agent arising under or evidenced by (a) the First Out DIP Credit Agreement and (b) the Final DIP Order (with respect to obligations arising under or evidenced by the Final DIP Order related to the First Out DIP Credit Agreement).

124. “First Out DIP Credit Agreement” means the Superpriority Secured Debtor-in-Possession Credit Agreement, dated as of August 6, 2015, among ANR (as borrower), the Subsidiary Debtors signatory thereto (as guarantors), those entities identified as “Lenders” in such agreement, those entities identified as “Issuing Banks” in such agreement, the First Out DIP Agent and Citigroup Global Markets Inc. (as sole lead arranger and sole book manager), including (a) all amendments thereto and extensions thereof and (b) all security agreements and instruments related thereto.

125. “Free Cash Flow” means cash generated by the Reorganized Debtors in an amount equal to earnings before taxes, multiplied by an amount equal to one minus the tax rate applicable to the Reorganized Debtors, plus an add-back of all depreciation and amortization expenses, plus or minus, as applicable, any decrease or increase to the Reorganized Debtors’ net working capital, minus capital expenditures, measured on a quarterly basis.

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126. “General Unsecured Claim” means any Claim (including, but not limited to, any Deficiency Claim) that is not an Administrative Claim, Priority Claim, Secured Claim, Cure Amount Claim, Priority Tax Claim, Prepetition Intercompany Claim, Section 510(b) Securities Claim or Section 510(b) Old Common Stock Claim.

127. “Global Settlement” means the settlement among the Global Settlement Parties, establishing the treatment of General Unsecured Claims, Second Lien Noteholder Claims and Massey Convertible Noteholder Claims pursuant to the Plan, on substantially the terms set forth in the Global Settlement Stipulation and Global Settlement Term Sheet.

128. “Global Settlement Parties” means, collectively, the Debtors, the Creditors’ Committee, the First Lien Lenders, the First Lien Agent, the Second Lien Parties, the DIP Lenders, the DIP Agents and the Massey Convertible Notes Trustee.

129. “Global Settlement Stipulation” means the Stipulation and Agreed Order Regarding Process Related Terms of Plan Settlement Term Sheet, as so ordered by the Bankruptcy Court on May 24, 2016 (Docket No. 2497).

130. “Global Settlement Term Sheet” means the term sheet attached as Exhibit A to the Global Settlement Stipulation.

131. “Governmental Unit” means a “governmental unit,” as defined in section 101(27) of the Bankruptcy Code.

132. “GUC Distribution Note” means an unsecured, non-interest-bearing promissory note, if any, issued by NewCo, in the face amount of $5,500,000, due and payable 18 months after the Effective Date (or an earlier date if such note becomes due and payable on such earlier date pursuant to its terms), and otherwise substantially on the terms set forth on Exhibit I.A.132, to be issued to holders of Allowed Category 1 General Unsecured Claims if the First Lien Lender Distributable Cash Recovery Threshold is not met.

133. “Indenture Trustee Committee Members” means, collectively, (a) the Massey Convertible Notes Trustee, (b) the 2017/2020 Notes Trustee, (c) the 2018 Notes Trustee and (d) the 2019/2021 Notes Trustee.

134. “Indenture Trustees” means, collectively: (a) the Second Lien Notes Trustee; (b) the Massey Convertible Notes Trustee; (c) the 2017/2020 Notes Trustee; (d) the 2018 Notes Trustee; and (e) the 2019/2021 Notes Trustee.

135. “Indentures” means, collectively: (a) the Second Lien Notes Indentures; (b) the Massey Convertible Notes Indenture; (c) the 2017/2020 Notes Indenture; (d) the 2018 Notes Indenture; and (e) the 2019/2021 Notes Indenture.

136. “Independent Director” means a director who would qualify as an “independent director” of (a) each member of the Creditors’ Committee, (b) the DIP Agent, (c) each of the DIP Lenders, (d) the First Lien Agent and (e) each of the First Lien Lenders within the meaning of Rule 303A.02 of the New York Stock Exchange.

137. “Initial Reclamation Contribution” means the total aggregate amount of any portion of the Reclamation Funding Amount contributed on the Effective Date to one or more Restricted Cash Reclamation Accounts.

138. “Insurance Contract” means any policy of third party liability insurance under which any of the Debtors could have asserted, did assert or may in the future assert a right to coverage for any claim, together with any other contracts that pertain or relate to such policy.

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139. “Insured Claim” means any Claim arising from an incident or occurrence alleged to have occurred prior to the Effective Date: (a) as to which any Insurer is obligated in whole or in part pursuant to the terms, conditions, limitations and exclusions of its Insurance Contract(s) to pay any judgment, settlement or contractual obligation with respect to the Debtors; or (b) that any Insurer otherwise agrees to pay in whole or in part as part of a settlement or compromise of a claim made under the applicable Insurance Contract(s).

140. “Insurer” means any Person that issued, or provides coverage under, an Insurance Contract.

141. “Intercompany Claim” means any Claim held by any Debtor against another Debtor.

142. “Intercreditor Agreements” means, together, and as such documents may have been subsequently modified, amended, supplemented or otherwise revised from time to time, and together with all instruments, documents and agreements related thereto, (a) the Second Lien Intercreditor Agreement, dated as of May 20, 2014, among the First Lien Agent, the Second Lien Notes Trustee and the other parties thereto and (b) the Debtor-in-Possession Pledge and Security and Intercreditor Agreement, dated as of August 6, 2015, among ANR (as grantor), the additional grantors party thereto, Citibank, N.A. (as term agent, term LC agent and bonding LC agent) and the other agents party thereto.

143. “Interest” means the rights and interests of the holders of the Old Common Stock of any Debtor, any other instruments evidencing an ownership interest in a Debtor and the rights of any Person to purchase or demand the issuance of any of the foregoing, including: (a) redemption, conversion, exchange, voting, participation and dividend rights (including any rights in respect of accrued and unpaid dividends); (b) liquidation preferences; and (c) stock options and warrants.

144. “Internal Revenue Code” means title 26 of the United States Code, as now in effect or hereafter amended.

145. “Lender Settlements Order” means the Order (I) Approving Certain Settlements and (II) Granting Related Relief (Docket No. 2440) which approved, among other things, the Unencumbered Assets Settlement and the Diminution Claim Allowance Settlement.

146. “Liabilities” means any and all claims, obligations, suits, judgments, damages, demands, debts, rights, Recovery Actions, Derivative Claims, causes of action and liabilities, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, arising in law, equity or otherwise, that are based in whole or in part on any act, event, injury, omission, transaction, agreement, employment, exposure or other occurrence taking place on or prior to the Effective Date.

147. “Lien” shall have the meaning set forth in section 101(37) of the Bankruptcy Code.

148. “Massey Convertible Noteholder” means a holder of Massey Convertible Notes.

149. “Massey Convertible Noteholder Cash Component” means Distribution Cash in an amount equal to the aggregate amount of reasonable and documented fees and expenses of the Massey Convertible Notes Trustee (and its counsel) that are incurred but unpaid as of the Effective Date, not to exceed $875,000.

150. “Massey Convertible Noteholder Claims” means, collectively, any Claims of the Massey Convertible Notes Trustee or Massey Convertible Noteholders arising under or in connection with the Massey Convertible Notes Indenture, including any Massey Convertible Notes Diminution Claims.

151. “Massey Convertible Notes” means the 3.25% convertible notes issued under the Massey Convertible Notes Indenture.

152. “Massey Convertible Notes Diminution Claims” means any Claims arising in connection with the “Massey Convertible Notes Adequate Protection Obligations” as such term is defined in the Final DIP Order.

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153. “Massey Convertible Notes Guarantors” means the Subsidiary Debtors party to the Massey Convertible Notes Indenture, as guarantors.

154. “Massey Convertible Notes Indenture” means the indenture, dated August 12, 2008, as the same may have been subsequently modified, amended, supplemented or otherwise revised from time to time, and together with all instruments, documents and agreements related thereto, among Debtor Alpha Appalachia Holdings, Inc. (f/k/a Massey Energy Company), as issuer, the Massey Convertible Notes Guarantors and the Massey Convertible Notes Trustee, relating to the 3.25% convertible senior notes due 2015.

155. “Massey Convertible Notes Trustee” means, together, Computershare Trust Company, N.A. and Computershare Trust Company of Canada, in their capacities as successor trustee under the Massey Convertible Notes Indenture.

156. “Material Non-Reserve Price Assets” means, collectively, (a) all Non-Reserve Price Assets other than the Designated Non-Reserve Price Assets and (b) any Designated Non-Reserve Price Assets that, individually or collectively, are responsible for revenue generation.

157. “Material Reorganized ANR Asset Sale” means a sale, in any single or related transaction, of Reorganized ANR assets that represent 20% or more of Reorganized ANR’s trailing 12-month revenue at the time the transaction or transactions are closed.

158. “Material Reorganized ANR Transaction” means any transaction pursuant to which (a) the Reorganized Debtors sell or otherwise transfer assets that collectively generated 20% or more of the Reorganized Debtors’ trailing 12-month revenue at the time such transaction is closed; or (b) a change in Control of any Reorganized Debtor is effected, provided that if, following such a transaction described in the foregoing clause (b), Reorganized ANR remains the direct or indirect parent of the applicable Reorganized Debtor, such transaction shall not constitute a Material Reorganized ANR Transaction.

159. “Material Reserve Price Asset” means any Reserve Price Asset the removal of which from the Stalking Horse Bid, either on its own or in the aggregate with other Reserve Price Assets, would have a negative impact on the revenues of NewCo greater than or equal to 10% as projected in the Business Plan.

160. “MEPP Claims” means any Claims arising, or related to the period, prior to the Effective Date in connection with the United Mine Workers of America 1974 Pension Plan, including any Claims related to any withdrawal liability.

161. “NewCo” means any legal entity or entities created in order to facilitate a successful credit bid by the First Lien Lenders for any of the Debtors’ Assets pursuant to a Sale Order.

162. “NewCo ABL Facility” means a delayed draw asset-based lending facility, on substantially the terms set forth on Exhibit I.A.162, in the aggregate amount of $45.0 million less an amount equal to 5.0% of the first $50.0 million of any proceeds received by the Debtors in connection with any Reserve Price Assets Sale.

163. “NewCo ABL Participation Rights” means the rights of holders of Allowed Secured Second Lien Noteholder Claims to participate as lenders in the NewCo ABL Facility, subject to the terms thereof.

164. “NewCo Asset Sale” means the purchase and sale transaction contemplated by the Stalking Horse APA.

165. “NewCo Assets” means, collectively, the Reserve Price Assets to be sold and transferred to NewCo as of the Effective Date pursuant to the Stalking Horse APA and the Plan.

166. “NewCo Common Stock” means, collectively, the shares of common stock of NewCo, authorized pursuant to the certificate of incorporation of NewCo.

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167. “NewCo Contribution” means, collectively: (a) the GUC Distribution Note, if any; (b) the Category 2 NewCo Common Stock Distribution; (c) the NewCo Warrants; (d) the Second Lien Distribution Note, if any; (e) the Second Lien NewCo Equity Distribution; (f) the NewCo ABL Participation Rights; and (g) any funding that may be provided by NewCo in connection with the Resolution of Reclamation Obligations.

168. “NewCo Equity” means, collectively, all NewCo Common Stock and NewCo Preferred Interests.

169. “NewCo Preferred Interests” means preferred stock (or similar rights or interests) of NewCo, authorized pursuant to the certificate of incorporation of NewCo (or comparable constituent documents), substantially on the terms set forth on Exhibit I.A.169.

170. “NewCo Warrant Agreement” means the warrant agreement governing the NewCo Warrants, which will be substantially in the form of Exhibit I.A.170.

171. “NewCo Warrants” means, collectively, the warrants to acquire NewCo Common Stock, on substantially the terms set forth in the NewCo Warrant Agreement.

172. “Non-Material Non-Reserve Price Assets” means, collectively, all Non-Reserve Price Assets other than Material Non-Reserve Price Assets.

173. “Non-Material Reserve Price Assets” means, collectively, all Reserve Price Assets other than Material Reserve Price Assets.

174. “Non-Reserve Price Assets” means, collectively, all Assets that are not Reserve Price Assets.

175. “Noteholder Claim” means any Claim under or evidenced by a Note, which Claim includes, but is not limited to, principal and interest as of the Petition Date and, only if applicable, Postpetition Interest.

176. “Notes” means, collectively: (a) the Second Lien Notes; (b) the Massey Convertible Notes; (c) the 2017 Notes; (d) the 2018 Notes; (e) the 2019 Notes; (f) the 2020 Notes; and (g) the 2021 Notes.

177. “Notice Parties” means: (a) prior to the Effective Date, the Debtors, the Creditors’ Committee, the Retiree Committee, the DIP Agents, the First Lien Agent, the Ad Hoc Committee of Second Lien Noteholders, the Second Lien Notes Trustee and the UMWA; and (b) on or after the Effective Date, the Reorganized Debtors, counsel to the First Lien Agent and, solely with respect to matters addressed in Section VI.A, the Claims Oversight Committee.

178. “Official Committees” means, together, the Creditors’ Committee and the Retiree Committee.

179. “Old Common Stock” means, when used with reference to a particular Debtor, the common stock, membership interests, partnership interests or other capital stock issued by such Debtor and outstanding immediately prior to the Petition Date, and any options, warrants or other rights with respect thereto.

180. “OPEB Claims” means, collectively, any Claims, whether asserted by current or former employees of the Debtors, their heirs or beneficiaries, against the Debtors based upon, arising under or related to any agreement, commitment or other obligation, whether evidenced by contract, agreement, rule, regulation, ordinance, statute or law for any post-retirement health, vision, dental, life and death benefits provided to retired employees of the Debtors and their surviving beneficiaries.

181. “Ordinary Course Professionals Order” means the Order Authorizing the Retention and Compensation of Professionals Utilized by the Debtors in the Ordinary Course of Business (Docket No. 346), entered by the Bankruptcy Court on September 3, 2015.

182. “Other Secured Claims” means, collectively, Secured Claims that are not Administrative Claims, First Lien Lender Claims, Second Lien Noteholder Claims or Massey Convertible Noteholder Claims.

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183. “PBGC” means the Pension Benefit Guaranty Corporation, a wholly-owned United States government corporation and an agency of the United States that administers the defined benefit pension plan termination insurance program under Title IV of ERISA.

184. “PBGC Claim” means any Claim of the PBGC, whether Filed by the PBGC or scheduled by the Debtors.

185. “Pension Claims” means, collectively, (a) any Claims (other than OPEB Claims), whether asserted by current or former employees of the Debtors, their heirs or beneficiaries, against the Debtors based upon, arising under or related to any agreement, commitment or other obligation, whether evidenced by contract, agreement, rule, regulation, ordinance, statute or law for any pension, disability or other post-retirement payment or distribution in respect of the employment of current or former employees, and (b) any PBGC Claim that is a General Unsecured Claim.

186. “Pension Plans” means, individually and collectively, the pension plans of the Debtors (a) that are tax-qualified defined benefit pension plans covered by ERISA and (b) for which the Debtors are contributing sponsors.

187. “Person” means any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity.

188. “Petition Date” means August 3, 2015, the date on which the Debtors Filed their petitions for relief commencing the Chapter 11 Cases.

189. “Plan” means this second amended joint plan of reorganization for the Debtors, and all Confirmation Exhibits attached hereto or referenced herein, as the same may be amended, modified or supplemented.

190. “PLR Order” means the Order Authorizing: (I) the Sale of the Debtors’ Oil and Gas Assets in Pennsylvania, Free and Clear of Liens, Claims and Encumbrances, Pursuant to the Terms of Asset Purchase Agreement and Sections 105 and 363 of the Bankruptcy Code; and (II) the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, Pursuant to Section 365 of the Bankruptcy Code and related exhibits (Docket Nos. 2550; 2551; 2552), entered by the Bankruptcy Court on May 26, 2016, as they may be amended, supplemented or otherwise modified.

191. “Postpetition Intercompany Claim” means any Intercompany Claim that is not a Prepetition Intercompany Claim.

192. “Postpetition Interest” means: (a) for a Noteholder Claim, the contractual rate of interest set forth in the applicable Indenture; (b) the rate of interest set forth in the contract or other applicable document between the holder of a Claim and the applicable Debtor giving rise to such holder’s Claim; (c) such interest, if any, as otherwise agreed to by the holder of a Claim and the applicable Debtor; or (d) if none of the foregoing apply, the Federal Judgment Rate.

193. “Prepetition Intercompany Claim” means an Intercompany Claim that arose prior to the Petition Date.

194. “Priority Claim” means a Claim that is entitled to priority in payment pursuant to section 507(a) of the Bankruptcy Code that is not an Administrative Claim or a Priority Tax Claim.

195. “Priority Tax Claim” means a Claim that is entitled to priority in payment pursuant to section 507(a)(8) of the Bankruptcy Code.

196. “Pro Rata” means, when used with reference to a Distribution of property to holders of Allowed Claims in a particular Class or other specified group of Claims pursuant to Article II, proportionately so that, with

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respect to a particular Allowed Claim in such Class or in such group, the ratio of (a)(i) the amount of property to be distributed on account of such Claim to (ii) the amount of such Claim, is the same as the ratio of (b)(i) the amount of property to be distributed on account of all Allowed Claims in such Class or group of Claims to (ii) the amount of all Allowed Claims in such Class or group of Claims. Until all Disputed Claims in a Class are resolved, Disputed Claims shall be treated as Allowed Claims in their Face Amount for purposes of calculating Pro Rata Distribution of property to holders of Allowed Claims in such Class. With respect to Distributions on account of Allowed Second Lien Category 2 General Unsecured Claims in Class 6B and Allowed Non-Second Lien Category 2 General Unsecured Claims in Class 6C, “Pro Rata” shall refer to the pro rata Distribution of that portion of the Category 2 General Unsecured Claims Asset Pool that would have been attributable to such Claims had such Claims been classified in the same Class.

197. “Professional” means any professional (a) employed in the Chapter 11 Cases pursuant to sections 327, 328, 363 or 1103 of the Bankruptcy Code (other than a professional entitled to receive compensation or reimbursement of expenses pursuant to the Ordinary Course Professionals Order) or (b) seeking compensation or reimbursement of expenses in connection with the Chapter 11 Cases pursuant to section 503(b)(4) of the Bankruptcy Code.

198. “Qualified Buyer” means a buyer reasonably determined by Reorganized ANR to have the financial wherewithal to fulfill the obligation to satisfy the applicable portion of the Reorganized ANR Contingent Revenue Payment assumed by such buyer, as demonstrated by a forecast of such buyer’s pro forma cash flows over a period at least equal to the remaining term of the Reorganized ANR Contingent Revenue Payment, which forecast is based upon reasonable assumptions regarding, among other things, the impact of the Reorganized ANR Contingent Revenue Payment obligation and other costs and expenses.

199. “Reclamation Activities” means, collectively, the post-Effective Date activities of the Reorganized Debtors conducted pursuant to permits issued by a regulatory agency related to the environmental restoration of lands or streams after coal mining in an area has been completed. This definition shall include, but is not limited to, the removal of structures, earthwork (including, but not limited to, backfilling, sealing portals and breakdown of spoil or fill areas), final regrade and topsoil placement, pond cleaning and removal, mine drainage, culverts and ditches (including, but not limited to, the establishment of long term drainage structures and the maintenance of the same), establishing vegetation and planting trees, mitigation and the construction of water treatment systems. For the avoidance of doubt, ongoing operations and maintenance costs associated with water treatment systems are not included in this definition.

200. “Reclamation Funding Amount” means consideration in a form and amount to be agreed upon pursuant to the Resolution of Reclamation Obligations and approved by the Confirmation Order, including any Initial Reclamation Contribution, to be contributed into one or more Restricted Cash Reclamation Accounts.

201. “Reclamation Obligation Resolution Parties” means the Governmental Units party to the Resolution of Reclamation Obligations.

202. “Reclamation Threshold Amount” means an amount equal to the sum of (a) the Reclamation Funding Amount and (b) an amount to be determined pursuant to the Resolution of Reclamation Obligations constituting the maximum aggregate amount of Excess Free Cash Flow to be deposited by the Reorganized Debtors into the Restricted Cash Reclamation Accounts.

203. “Recovery Actions” means, collectively and individually, preference actions, fraudulent conveyance actions and other claims or causes of action under sections 510, 542, 544, 547, 548, 549 and 550 of the Bankruptcy Code and other similar state law claims and causes of action.

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204. “Reinstated” or “Reinstatement” means rendering a Claim or Interest unimpaired within the meaning of section 1124 of the Bankruptcy Code. Unless the Plan specifies a particular method of Reinstatement, when the Plan provides that a Claim or Interest will be Reinstated, such Claim or Interest will be Reinstated, at the Debtors’ sole discretion, in accordance with one of the following:

a. The legal, equitable and contractual rights to which such Claim or Interest entitles the holder will be unaltered; or

b. Notwithstanding any contractual provisions or applicable law that entitles the holder of such Claim or Interest to demand or receive accelerated payment of such Claim or Interest after the occurrence of a default:

i. any such default that occurred before or after the commencement of the applicable Chapter 11 Case, other than a default of a kind specified in section 365(b)(2) of the Bankruptcy Code, will be cured;

ii. the maturity of such Claim or Interest as such maturity existed before such default will be reinstated;

iii. the holder of such Claim or Interest will be compensated for any damages incurred as a result of any reasonable reliance by such holder on such contractual provision or such applicable law;

iv. if such Claim arises from any failure to perform a nonmonetary obligation, other than a default arising from failure to operate a nonresidential real property lease subject to section 365(b)(1)(A) of the Bankruptcy Code, the holder of such Claim will be compensated for any actual pecuniary loss incurred by such holder as a result of such failure; and

v. the legal, equitable or contractual rights to which such Claim or Interest entitles the holder of such Claim or Interest will not otherwise be altered.

205. “Released Parties” means, collectively and individually, and, in each case, solely in their capacity as such: (a) the Debtors; (b) the Estates; (c) the Reorganized Debtors; (d) the DIP Agents; (e) the DIP Lenders; (f) the First Lien Agent; (g) the First Lien Lenders; (h) the Creditors’ Committee and its members; (i) the Massey Convertible Notes Trustee; (j) the Second Lien Parties; (k) NewCo; (l) the Unsecured Notes Indenture Trustee; and (m) with respect to (a) through (l), each such Person’s respective Representatives and affiliates.

206. “Reorganized …” means, when used in reference to a particular Debtor, such Debtor on or after the Effective Date.

207. “Reorganized ANR Cash Shortfall” means the amount of Cash and Cash equivalents on Reorganized ANR’s balance sheet less $20 million, to the extent such amount is a negative number, at any time prior to September 30, 2018.

208. “Reorganized ANR Common Stock” means the shares of common stock of Reorganized ANR, authorized pursuant to the certificate of incorporation of Reorganized ANR, to be initially issued pursuant to the Plan as of the Effective Date; provided, however, that the form of security or securities comprising Reorganized ANR Common Stock may be altered consistent with the Restructuring Transactions and the economics of the Global Settlement Term Sheet.

209. “Reorganized ANR Contingent Revenue Payment” means a contingent revenue payment, commencing 18 months after the Effective Date, and calculated and payable annually during the five-year period thereafter, consisting of: (a) (i) 1.5% of the annual gross revenues of the Reorganized Debtors, up to $500 million, provided that, in the event that any Non-Material Non-Reserve Price Assets are sold, such percentage shall be increased to a percentage sufficient to restore the Reorganized ANR Contingent Revenue Payment to the amount it would have equaled absent such sale, and (ii) 1.0% of annual gross revenues of the Reorganized Debtors in excess of $500 million, provided further that, for the avoidance of doubt, “gross revenues” as used in this Section I.A.209 shall not include any funds deposited by NewCo into any accounts established in accordance with the Plan and/or the Resolution of Reclamation Obligations; and (b) the Contingent Reorganized ANR Consideration, if any.

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210. “Reorganized ANR Contingent Revenue Payment Allocation” means a portion of the Reorganized ANR Contingent Revenue Payment, if any, reallocated from the Category 2 General Unsecured Claims Asset Pool to the Category 1 General Unsecured Claims Asset Pool, in a total aggregate amount not to exceed the lesser of (a) the Category 1 Recovery Deficiency, if any, and (b) $5.0 million.

211. “Reorganized ANR Preferred Interests” means, collectively, the Series A Preferred Interests and the Series B Preferred Interests, substantially on the terms set forth on Exhibit I.A.211.

212. “Reorganized Debtors” means the Debtors on and after the Effective Date and any entities created as part of the Restructuring Transactions, including but not limited to Reorganized ANR; provided that (a) Reorganized ANR may mean a newly-formed entity organized pursuant to Section IV.B hereof and (b) in no event shall NewCo be considered a Reorganized Debtor.

213. “Representatives” means, with respect to any Person, any successor, predecessor, assign, subsidiary, affiliate, current or former managed account or fund, officer, director, member of a limited liability company, employee, partner, agent, attorney, advisor, investment banker, financial advisor, accountant, actuary, consultant or other Professional of such Person, in each case in such capacity, serving on or after the Petition Date.

214. “Reserve Price Assets” means, collectively, the assets identified as “Reserve Price Assets” on the Reserve Price Assets Schedule.

215. “Reserve Price Assets Schedule” means the schedule identifying the Reserve Price Assets, attached hereto as Exhibit I.A.215.

216. “Resolution of Reclamation Obligations” means, collectively, any agreed-upon resolutions with the Reclamation Obligation Resolution Parties, approved pursuant to the Confirmation Order or any other order of the Bankruptcy Court, regarding the Reclamation Activities, on substantially the terms set forth on Exhibit I.A.216.

217. “Restricted Cash Reclamation Accounts” means, collectively, any accounts created pursuant to the Resolution of Reclamation Obligations for the sole purpose of funding Reclamation Obligations to the Reclamation Obligation Resolution Parties up to the Reclamation Threshold Amount.

218. “Restructuring Transactions” means, collectively, those mergers, consolidations, restructurings, reorganizations, transfers, dispositions (including, for the avoidance of doubt, any asset dispositions closing under or in connection with the Plan in connection with any Core Asset Sale Order), conversions, liquidations or dissolutions that the Debtors determine to be necessary or appropriate to effectuate the Distributions contemplated hereby, the NewCo Asset Sale and/or effect a corporate restructuring of their respective businesses or otherwise to simplify the overall corporate structure of the Reorganized Debtors, as described in greater detail in Section IV.B.

219. “Retiree Committee” means the official committee of retired employees appointed by the United States Trustee in the Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code, as such committee is constituted from time to time.

220. “Sale Orders” means, collectively, and as such orders may be modified, amended, supplemented or otherwise revised: (a) the 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), entered by the Bankruptcy Court on November 6, 2015; (b) any other sale order entered by the Bankruptcy Court in connection with the 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 (Docket No. 707), Filed by the Debtors on October 22, 2015; (c) any Core Asset Sale Order; and (d) the Confirmation Order.

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221. “Schedules” means the schedules of assets and liabilities and the statement of financial affairs Filed by each Debtor on October 2, 2015, as required by section 521 of the Bankruptcy Code, as the same may have been or may be amended, modified or supplemented.

222. “Second Lien Distribution Note” means an unsecured promissory note, if any, issued by NewCo, in a face amount equal to the amount of the Second Lien Noteholder Distribution Cash Component, substantially on the terms set forth on Exhibit I.A.222.

223. “Second Lien NewCo Equity Distribution” means (a) 7.5% of the NewCo Common Stock and (b) NewCo Preferred Interests representing an aggregate value equal to the total value of NewCo Equity as of the Effective Date less $300 million, to be distributed on account of Allowed Secured Second Lien Noteholder Claims in accordance with Section II.B.3.

224. “Second Lien Noteholder” means a holder of Second Lien Notes.

225. “Second Lien Noteholder Claims” means, collectively, any Claims of the Second Lien Notes Trustee or Second Lien Noteholders arising under or in connection with the Second Lien Notes Indentures, including (a) any Second Lien Noteholder Diminution Claims and (b) any Cross-Collateralization Claims of the Second Lien Notes Trustee or the Second Lien Noteholders.

226. “Second Lien Noteholder Diminution Claims” means “Noteholder Adequate Protection Claims” as such term is defined in the Final DIP Order.

227. “Second Lien Noteholder Distribution” means: (a) to the extent that the aggregate value of all NewCo Equity plus the First Lien Lender Takeback/Preferred Consideration is greater than $300 million, the Second Lien NewCo Equity Distribution; and (b) the Second Lien Noteholder Reserve Price Assets Distribution, as further described on Exhibit I.A.227. For the avoidance of any doubt, the Second Lien Noteholder Distribution is subject to the Ad Hoc Committee of Second Lien Noteholders’ rights to allocate the consideration described in the section of the Second Lien Noteholder Settlement entitled “Other Plan Distributions to Second Lien Parties,” which proposed allocation was further described on pages 45-46 of the Disclosure Statement.

228. “Second Lien Noteholder Distribution Cash Component” means 5.0% of the aggregate proceeds received by the Estates in connection with any sale of Reserve Price Assets in excess of $50 million; provided that the aggregate amount of any portion of the Second Lien Noteholder Distribution Cash Component arising from the sale of the Designated Reserve Price Assets shall not exceed $12,500,000.

229. “Second Lien Noteholder Reserve Price Assets Distribution” means Distribution Cash in a total aggregate amount equal to the Second Lien Noteholder Distribution Cash Component; provided that if the First Lien Lender Distributable Cash Recovery Threshold is not met, no Cash shall be provided as part of the Second Lien Noteholder Reserve Price Assets Distribution, and the Second Lien Noteholder Reserve Price Assets Distribution shall consist solely of the Second Lien Distribution Note.

230. “Second Lien Noteholder Settlement” means the settlement among the Debtors, the Second Lien Parties, the First Lien Lenders, the First Lien Agent, the DIP Lenders and the DIP Agents, on substantially the terms set forth in the Second Lien Noteholder Settlement Stipulation, resolving (a) issues in connection with the treatment of Second Lien Noteholder Claims and (b) certain intercreditor issues between the Second Lien Noteholders and the First Lien Lenders.

231. “Second Lien Noteholder Settlement Stipulation” means the Stipulation By and Among the Debtors, the Prepetition Agent, the Ad Hoc Committee of Second Lien Noteholders and the Second Lien Notes Trustee, attached as Annex A to the Notice of Filing of Stipulation By and Among the Debtors, the Prepetition Agent, the Ad Hoc Committee of Second Lien Noteholders and the Second Lien Notes Trustee (Docket No. 2421), Filed with the Bankruptcy Court on May 14, 2016.

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232. “Second Lien Noteholder Settlement Term Sheet” means the term sheet attached as Exhibit A to the Second Lien Noteholder Settlement Stipulation.

233. “Second Lien Notes” means the 7.50% senior secured notes issued under the Second Lien Notes Indentures.

234. “Second Lien Notes Indentures” means, together, and as such documents may have been subsequently modified, amended, supplemented or otherwise revised from time to time, and together with all instruments, documents and agreements related thereto: (a) the indenture, dated May 20, 2014, among ANR, as issuer, the First Lien Guarantors and the Second Lien Notes Trustee, relating to the $500 million principal amount senior secured 7.50% notes due 2020; and (b) the indenture, dated March 23, 2015, among ANR, as issuer, the First Lien Guarantors and the Second Lien Notes Trustee, relating to the $214 million principal amount Series B senior secured 7.50% notes due 2020.

235. “Second Lien Notes Trustee” means Wilmington Trust, National Association, in its capacity as trustee and collateral agent under the Second Lien Notes Indentures.

236. “Second Lien Parties” means, collectively, (a) the Ad Hoc Committee of Second Lien Noteholders and (b) the Second Lien Notes Trustee.

237. “Second Out DIP Agent” means Citicorp North America, Inc., in its capacity as administrative agent and collateral agent under the Second Out DIP Credit Agreement.

238. “Second Out DIP Claim” means any Claim of the DIP Lenders or the Second Out DIP Agent arising under or evidenced by (a) the Second Out DIP Credit Agreement and (b) the Final DIP Order (with respect to obligations arising under or evidenced by the Final DIP Order related to the Second Out DIP Credit Agreement).

239. “Second Out DIP Credit Agreement” means the Superpriority Secured Second Out Debtor-in-Possession Credit Agreement, dated as of September 18, 2015, among ANR (as borrower), the Subsidiary Debtors signatory thereto (as guarantors), those entities identified as “Lenders” in such agreement, those entities identified as “Issuing Banks” in such agreement, the Second Out DIP Agent and Citigroup Global Markets Inc. (as sole lead arranger and sole book manager), including (a) all amendments thereto and extensions thereof and (b) all security agreements and instruments related thereto.

240. “Secondary Liability Claim” means a Claim that arises from a Debtor being liable as a guarantor of, or otherwise being jointly, severally or secondarily liable for, any contractual, tort, guaranty or other obligation of another Debtor, including any Claim based on: (a) vicarious liability; (b) liabilities arising out of piercing the corporate veil, alter ego liability or similar legal theories; (c) guaranties of collection, payments or performance; (d) indemnity bonds, obligations to indemnify or obligations to hold harmless; (e) performance bonds; (f) contingent liabilities arising out of contractual obligations or out of undertakings (including any assignment or transfer) with respect to leases, operating agreements or other similar obligations made or given by a Debtor or relating to the obligations or performance of another Debtor; (g) several liability of a member of a consolidated (or equivalent) group of corporations for Taxes of other members of the group or of the entire group; or (h) any other joint or several liability, including Claims for indemnification or contribution, that any Debtor may have in respect of any obligation that is the basis of a Claim.

241. “Section 510(b) Old Common Stock Claim” means any Claim (a) arising from rescission of a purchase or sale of Old Common Stock; (b) for damages arising from the purchase or sale of Old Common Stock; or (c) for reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

242. “Section 510(b) Securities Claim” means any Claim (a) arising from rescission of a purchase or sale of a Note or any other security of a Debtor other than Old Common Stock; (b) for damages arising from the purchase or sale of a Note or any other security of a Debtor other than Old Common Stock; or (c) for reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

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243. “Secured … Claim” means a Secured Claim of the particular type specified.

244. “Secured Claim” means a Claim that is secured by a Lien on property in which an Estate has an interest or that is subject to setoff under section 553 of the Bankruptcy Code, to the extent of the value of the Claim holder’s interest in such Estate’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to sections 506(a) and, if applicable, 1129(b) of the Bankruptcy Code.

245. “Secured Tax Claim” means a Secured Claim arising out of a Debtor’s liability for any Tax.

246. “Securities Act” means the Securities Act of 1933, as amended, 15 U.S.C. §§ 77a, et seq.

247. “Series A Preferred Interests” means preferred stock (or similar rights or interests) of Reorganized ANR, authorized pursuant to the certificate of incorporation of Reorganized ANR (or comparable constituent documents), substantially on the terms set forth on Exhibit I.A.247; provided, however, that the form of security or securities comprising Series A Preferred Interests may be altered consistent with the Restructuring Transactions and the economics of the Global Settlement Term Sheet.

248. “Series B Preferred Interests” means preferred stock (or similar rights or interests) of Reorganized ANR, authorized pursuant to the certificate of incorporation of Reorganized ANR (or comparable constituent documents), substantially on the terms set forth on Exhibit I.A.248; provided, however, that the form of security or securities comprising Series B Preferred Interests may be altered consistent with the Restructuring Transactions and the economics of the Global Settlement Term Sheet.

249. “Settlement Termination Event” shall have the meaning given to such term in the Global Settlement Term Sheet.

250. “Stalking Horse APA” means the asset purchase agreement attached hereto as Exhibit I.A.250 (together with all related documentation) governing the NewCo Asset Sale, subject to approval pursuant to the Confirmation Order.

251. “Stalking Horse Bid” means the stalking horse credit bid of the First Lien Lenders on the Reserve Price Assets, authorized pursuant to the Bidding Procedures Order.

252. “Stipulation of Amount and Nature of Claim” means a stipulation or other agreement between the applicable Debtor and a holder of a Claim or Interest, that, prior to the Effective Date, is approved by the Bankruptcy Court (including, but not limited to, agreements settling claims pursuant to authority granted under claims settlement procedures established by order of the Bankruptcy Court in the Chapter 11 Cases), or an agreed order of the Bankruptcy Court, establishing the amount and nature of a Claim or Interest. Any such stipulation or other agreement between any Reorganized Debtor and a holder of a Claim or Interest executed after the Effective Date is not subject to approval of the Bankruptcy Court.

253. “Subsidiary Debtor” means any Debtor other than ANR.

254. “Subsidiary Debtor Equity Interest” means any Interests in a Debtor other than ANR.

255. “Tax” means: (a) any net income, alternative or add-on minimum, gross income, gross receipts, gross margin, sales, use, ad valorem, value added, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental, escheat, unclaimed property or windfall, profits, custom, duty or other tax, governmental fee or like assessment or charge of any kind whatsoever (together in each instance with any interest, penalty, addition to tax or additional amount) imposed by any federal, state, local or foreign taxing authority; or (b) any liability for payment of any amounts of the foregoing types as a result of being a member of an affiliated, consolidated, combined or unitary group, or being a party to any agreement or arrangement whereby liability for payment of any such amounts is determined by reference to the liability of any other Person; provided that obligations related to Reclamation Activities arising in connection with any Resolution of Reclamation Obligations shall not constitute Taxes within the meaning of this Section I.A.255.

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256. “Third Party Disbursing Agent” means the Person expressly designated by a Debtor or Reorganized Debtor to act as a Disbursing Agent pursuant to Article V.

257. “Tort Claim” means any Claim that has not been settled, compromised or otherwise resolved that (a) arises out of allegations of personal injury, wrongful death, property damage, products liability or similar legal theories of recovery; or (b) arises under any federal, state or local statute, rule, regulation or ordinance governing, regulating or relating to health, safety, hazardous substances or the environment; provided that any Claims related to Reclamation Activities shall not constitute Tort Claims within the meaning of this Section I.A.257.

258. “Treasury Rate” means the yield to maturity of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Effective Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) equal to five years.

259. “UMWA” means the United Mine Workers of America.

260. “UMWA Funds” means, collectively, (a) the United Mine Workers of America 1974 Pension Plan and Trust; (b) the United Mine Workers of America 1993 Benefit Plan and Trust; (c) the United Mine Workers of America 2012 Retiree Bonus Account Plan; (d) the United Mine Workers of America Cash Deferred Savings Plan of 1988; (e) the United Mine Workers of America Combined Benefit Fund; and (f) the United Mine Workers of America 1992 Benefit Plan.

261. “Unencumbered Assets” means, collectively, the Assets identified on Exhibit A to the Lenders Settlements Order.

262. “Unencumbered Assets Settlement” means the settlement among the Debtors and the First Lien Lenders, approved by the Bankruptcy Court pursuant to the Lender Settlements Order, with respect to the assets agreed to have been unencumbered as of the Petition Date or with respect to which the Liens and security interests under the First Lien Credit Agreement were agreed to be unperfected as of such date.

263. “Unexpired Lease” means a lease to which a Debtor is a party that is subject to assumption, assumption and assignment, or rejection under section 365 of the Bankruptcy Code.

264. “Union Claims” means, collectively, any Claims asserted in the Chapter 11 Cases against the Debtors by the UMWA or the UMWA Funds (including, but not limited to, proofs of claim numbered 8999 and 9023 Filed by the UMWA), as such Claims (a) may be amended or (b) are modified by the 1113/1114 Order.

265. “United States Trustee” means the Office of the United States Trustee for Region Four.

266. “Unsecured Notes Indenture Trustee” means, collectively, the 2017/2020 Notes Trustee, the 2018 Notes Trustee and the 2019/2021 Notes Trustee.

267. “Unvested Non-Pension Benefits Motion” means the Motion of the Debtors, Pursuant to Section 363 of the Bankruptcy Code, for an Order Authorizing Debtors to Terminate Certain Unvested Non-Pension Benefits (Docket No. 797), Filed by the debtors on November 3, 2015.

268. “Voting Deadline” means the deadline for submitting Ballots either to accept or reject the Plan in accordance with section 1126 of the Bankruptcy Code that is specified in the Disclosure Statement, the Ballots or related solicitation documents approved by the Bankruptcy Court.

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B. Rules of Interpretation and Computation of Time

1. Rules of Interpretation

For purposes of the Plan, unless otherwise provided herein: (a) whenever from the context it is appropriate, each term, whether stated in the singular or the plural, shall include both the singular and the plural and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter gender; (b) any reference herein to a contract, lease, instrument, release, indenture or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions; (c) any reference herein to an existing document or Confirmation Exhibit Filed or to be Filed shall mean such document or Confirmation Exhibit, as it may have been or may be amended, restated, supplemented or otherwise modified pursuant to the Plan, the Confirmation Order or otherwise; (d) any reference to a Person as a holder of a Claim or Interest includes that Person’s successors, assigns and Affiliates; (e) all references to Sections, Articles or Confirmation Exhibits are references to Sections, Articles and Confirmation Exhibits of or to the Plan; (f) the words “herein,” “hereunder,” “hereof” and “hereto” refer to the Plan in its entirety rather than to a particular portion of the Plan; (g) captions and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be a substantive part, or to affect the interpretation, of the Plan; (h) the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be deemed to be followed by the words “without limitation”; and (i) the rules of construction set forth in section 102 of the Bankruptcy Code shall apply to the extent not inconsistent with any other provision of this Section.

2. Computation of Time

In computing any period of time prescribed or allowed by the Plan, the provisions of Bankruptcy Rule 9006(a) shall apply.

ARTICLE II

CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS;

CRAMDOWN; EXECUTORY CONTRACTS AND UNEXPIRED LEASES

Pursuant to sections 1122 and 1123 of the Bankruptcy Code, Claims and Interests are classified under the Plan for all purposes, including voting, Confirmation and Distribution. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims, as described in Section II.A, have not been classified and thus are excluded from the Classes described in Section II.B. A Claim or Interest shall be deemed classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of that Class and shall be deemed classified in a different Class to the extent that any remainder of such Claim or Interest qualifies within the description of such other Class. Notwithstanding the foregoing, in no event shall any holder of an Allowed Claim be entitled to receive payments or Distributions under the Plan that, in the aggregate, exceed the Allowed amount of such holder’s Claim.

A. Unclassified Claims

1. Payment of Administrative Claims

a. Administrative Claims in General

Except as specified in this Section II.A.1, and subject to the bar date provisions herein, unless otherwise agreed by the holder of an Administrative Claim and the applicable Debtor or Reorganized Debtor, or unless an order of the Bankruptcy Court provides otherwise, each holder of an Allowed Administrative Claim will receive, in full satisfaction of its Administrative Claim, Distribution Cash equal to the amount of such Allowed Administrative Claim either: (a) on the Effective Date or as soon as reasonably practicable thereafter; or (b) if the Administrative Claim is not allowed as of the Effective Date, no later than 30 days after the date on which such Administrative Claim becomes an Allowed Claim.

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b. Statutory Fees

On or before the Effective Date, Administrative Claims for fees payable pursuant to 28 U.S.C. § 1930, as determined by the Bankruptcy Court at the Confirmation Hearing or in the Confirmation Order, will be paid by the Debtors in Distribution Cash equal to the amount of such Administrative Claims. Any fees payable pursuant to 28 U.S.C. § 1930 after the Effective Date will be paid by the applicable Reorganized Debtor in accordance therewith until the earlier of the conversion or dismissal of the applicable Chapter 11 Case under section 1112 of the Bankruptcy Code, or the closing of the applicable Chapter 11 Case pursuant to section 350(a) of the Bankruptcy Code.

c. Ordinary Course Liabilities

Allowed Administrative Claims based on liabilities incurred by a Debtor in the ordinary course of its business, including Administrative Claims arising from or with respect to the sale of goods or provision of services on or after the Petition Date in the ordinary course of the applicable Debtor’s business, Administrative Claims of Governmental Units for Taxes (including Tax audit Claims related to Tax years or portions thereof ending after the Petition Date), Administrative Claims arising from those contracts and leases of the kind described in Section II.G.4 and Intercompany Claims that are Administrative Claims, will be paid by the applicable Reorganized Debtor, pursuant to the terms and conditions of the particular transaction giving rise to those Administrative Claims, without further action by the holders of such Administrative Claims or further approval by the Bankruptcy Court.

d. DIP Claims

All DIP Claims shall be Allowed Claims. On or before the Effective Date, unless otherwise agreed by the holder of a DIP Claim and the applicable Debtor or Reorganized Debtor, Allowed DIP Claims will be paid in Distribution Cash in an amount equal to the full amount of those Claims. Allowed DIP Claims will be satisfied, first, from Unencumbered Assets, according to the following priority: (a) First Out DIP Claims; and (b) Second Out DIP Claims. To the extent that Unencumbered Assets are insufficient to satisfy all Allowed DIP Claims in full, Allowed DIP Claims will be satisfied from Encumbered Assets, according to the following priority: (a) First Out DIP Claims; and (b) Second Out DIP Claims.

e. Fees and Expenses of Creditors’ Committee Members and the Unsecured Notes Trustee

Subject to the terms of this Section II.A.1.e, (a) the reasonable and documented fees and expenses of the Unsecured Notes Indenture Trustee (including its counsel and other advisors) and (b) the expenses of other members of the Creditors’ Committee that are not Indenture Trustee Committee Members (excluding, with respect to such members of the Creditors’ Committee that are not Indenture Trustee Committee Members, their individual legal and other advisor fees) shall be Allowed Administrative Claims or otherwise paid in Cash on the Effective Date, in each case without reduction to the recoveries of holders of Allowed Category 1 General Unsecured Claims and Allowed Category 2 General Unsecured Claims; provided that the total aggregate fees and expenses of the Indenture Trustee Committee Members (including their counsel and other advisors) other than the Massey Convertible Notes Trustee (and its counsel and other advisors) constituting Allowed Administrative Claims shall not exceed $875,000. For the avoidance of doubt, no member of the Creditors’ Committee (other than the Indenture Trustee Committee Members) shall seek payment from the Debtors or the Estates of such member’s legal or other advisory fees incurred in its capacity as a member of the Creditors’ Committee, pursuant to a motion for substantial contribution or otherwise, and no payment shall be made by the Debtors or the Estates to any member of the Creditors’ Committee (other than the Indenture Trustee Committee Members pursuant to this provision) on account of such legal or other advisory fees; provided that nothing herein shall limit any member of the Creditors’ Committee from seeking payment of their individual legal fees based on a claim or entitlement unrelated to their capacities as members of the Creditors’ Committee. To the extent that any fees or expenses of the Indenture Trustee Committee Members (and their counsel) are not paid in accordance with the provisions of the Plan, nothing in the Plan shall prevent the Indenture Trustee Committee Members from asserting a charging lien against any recoveries received on account of the applicable noteholders for payment of such unpaid amounts; provided, that in the event the Indenture Trustee Committee Members exercise a charging lien against such recoveries, the Debtors shall use commercially reasonable efforts to assist such Indenture Trustee Committee Members in liquidating securities otherwise payable

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to such noteholders under the Plan. If the Reorganized Debtors expressly request (in writing) post-Effective Date assistance from the Indenture Trustee Committee Members, the Indenture Trustee Committee Members will be paid their reasonable and documented fees and expenses, solely to the extent of the post-Effective Date assistance requested by the Reorganized Debtors, not subject to the cap set forth in this Section II.A.1.e.

f. Fees and Expenses of Ad Hoc Committee of Second Lien Noteholders

The Debtors shall pay all reasonable and documented fees and expenses of the Ad Hoc Committee of Second Lien Noteholders (and its counsel) as and to the extent provided under paragraph 17(d) of the Final DIP Order and other existing agreements among the Debtors and the Second Lien Parties in connection with the Bankruptcy Cases that are incurred prior to the Effective Date in connection with the Chapter 11 Cases without a reduction to the recoveries of holders of Allowed Second Lien Noteholder Claims (subject to the Debtors’ receipt of invoices in customary form in connection therewith and without the requirement to file a fee application with the Bankruptcy Court). To the extent that invoices of the Ad Hoc Committee of Second Lien Noteholders (and its counsel) are submitted after the Effective Date, but relate to reasonable and documented fees and expenses incurred prior to the Effective Date consistent with the prior sentence, such invoices shall be paid by the Reorganized Debtors as soon as reasonably practicable.

g. Fees and Expenses of Second Lien Notes Trustee

Subject to the terms of this Section II.A.1.g, the Debtors shall pay all reasonable and documented fees and expenses of the Second Lien Notes Trustee (and its counsel) as and to the extent provided under paragraph 17(d) of the Final DIP Order and other existing agreements among the Debtors and the Second Lien Notes Trustee that are incurred prior to the Effective Date in connection with the Bankruptcy Cases without a reduction to the recoveries of holders of Allowed Second Lien Noteholder Claims (subject to the Debtors’ receipt of invoices in customary form in connection therewith and without the requirement to file a fee application with the Bankruptcy Court). To the extent that invoices of the Second Lien Notes Trustee (and its counsel) are submitted after the Effective Date, but relate to fees and expenses incurred prior to the Effective Date, such invoices shall be paid as soon as reasonably practicable. Notwithstanding the foregoing, the fees and expenses of the Second Lien Notes Trustee (and its counsel), outstanding as of the date of the Global Settlement Stipulation or incurred thereafter shall be subject to a cap of $600,000 (which cap is separate and apart from the $1.75 million limitation on fees and expenses of the Indenture Trustee Committee Members, as set forth above). To the extent that any fees or expenses of the Second Lien Notes Trustee (and its counsel) are not paid in accordance with the provisions of the Plan, nothing in the Plan shall prevent the Second Lien Notes Trustee from asserting its charging lien against any recoveries received on account of Allowed Second Lien Noteholder Claims for payment of such unpaid amounts. The foregoing cap on the fees and expenses of the Second Lien Notes Trustee (and its counsel) shall only apply to those fees and expenses outstanding as of the date of the Global Settlement Stipulation and incurred through July 24, 2016, and, in the event that the Effective Date does not occur on or before July 24, 2016, all obligations of the Debtors and the rights of the Second Lien Notes Trustee under paragraph 17(d) of the Final DIP Order and any other existing agreements among the Debtors and the Second Lien Notes Trustee shall remain in effect and neither the Debtors nor the Reorganized Debtors shall be obligated pursuant hereto to pay any fees or expenses of the Second Lien Notes Trustee (or its counsel) in excess of the cap. If the Reorganized Debtors expressly request (in writing) post-Effective Date assistance from the Second Lien Notes Trustee, the Second Lien Notes Trustee shall be paid its reasonable and documented fees and expenses, solely to the extent of the post-Effective Date assistance requested by the Reorganized Debtors, not subject to the $600,000 cap set forth in this Section II.A.1.g.

h. Bar Dates for Administrative Claims

i. General Bar Date Provisions

Except as otherwise provided in Section II.A.1.h.ii or in a Bar Date Order or other order of the Bankruptcy Court, unless previously Filed, requests for payment of Administrative Claims must be Filed and served on the Notice Parties pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation Order, no later than 45 days after the Effective Date. Holders of Administrative Claims that are required to File and serve a request for payment of such Administrative Claims and that do not File and serve such a request by the applicable Bar Date will be forever barred from asserting such Administrative Claims against the

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Debtors, the Reorganized Debtors, or their respective property, and such Administrative Claims will be deemed discharged as of the Effective Date. Objections to such requests must be Filed and served on the Notice Parties and the requesting party by the latest of (a) 150 days after the Effective Date, (b) 60 days after the Filing of the applicable request for payment of Administrative Claims or (c) such other period of limitation as may be specifically fixed by a Final Order for objecting to such Administrative Claims.

ii. Bar Dates for Certain Administrative Claims

A. Professional Compensation

Professionals or other entities asserting a Fee Claim for services rendered before the Effective Date must File and serve on the Notice Parties and such other entities who are designated by the Bankruptcy Rules, the Confirmation Order or other order of the Bankruptcy Court an application for final allowance of such Fee Claim no later than 60 days after the Effective Date; provided, however, that any professional who may receive compensation or reimbursement of expenses pursuant to the Ordinary Course Professionals Order may continue to receive such compensation and reimbursement of expenses for services rendered before the Effective Date pursuant to the Ordinary Course Professionals Order without further Bankruptcy Court review or approval (except as provided in the Ordinary Course Professionals Order). Objections to any Fee Claim must be Filed and served on the Notice Parties and the requesting party by the later of (a) 90 days after the Effective Date, (b) 30 days after the Filing of the applicable request for payment of the Fee Claim or (c) such other period of limitation as may be specifically fixed by a Final Order for objecting to such Fee Claims. To the extent necessary, the Confirmation Order will amend and supersede any previously entered order of the Bankruptcy Court regarding the payment of Fee Claims.

B. Ordinary Course Liabilities

Holders of Allowed Administrative Claims arising from liabilities incurred by a Debtor on or after the Petition Date but prior to the Effective Date in the ordinary course of the Debtor’s business, including Administrative Claims arising from or with respect to the sale of goods or provision of services on or after the Petition Date in the ordinary course of the applicable Debtor’s business, Administrative Claims of Governmental Units for Taxes (including Tax audit Claims related to Tax years or portions thereof ending after the Petition Date), Administrative Claims arising from those contracts and leases of the kind described in Section II.G.4 and Intercompany Claims that are Administrative Claims, will not be required to File or serve any request for payment of such Administrative Claims. Such Administrative Claims will be satisfied pursuant to Section II.A.1.c. Any Administrative Claims that are filed contrary to this Section shall be deemed disallowed and expunged, subject to resolution and satisfaction in the ordinary course outside these Chapter 11 Cases.

C. DIP Claims

Holders of Allowed Administrative Claims that are DIP Claims will not be required to File or serve any request for payment or application for allowance of such Claims. Such Administrative Claims will be satisfied pursuant to Section II.A.1.d.

iii. No Modification of Bar Date Order

The Plan does not modify any other Bar Date Order, including Bar Dates for Claims entitled to administrative priority under section 503(b)(9) of the Bankruptcy Code.

2. Payment of Priority Tax Claims

a. Priority Tax Claims

Pursuant to section 1129(a)(9)(C) of the Bankruptcy Code, unless otherwise agreed by the holder of a Priority Tax Claim and the applicable Debtor or Reorganized Debtor, each holder of an Allowed Priority Tax Claim will receive, at the option of the applicable Debtor or Reorganized Debtor, as applicable, in full satisfaction of

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its Allowed Priority Tax Claim that is due and payable on or before the Effective Date, either (a) Distribution Cash equal to the amount of such Allowed Priority Tax Claim (i) on the Effective Date or (ii) if the Priority Tax Claim is not Allowed as of the Effective Date, no later than 30 days after the date on which such Priority Tax Claim becomes an Allowed Priority Tax Claim or (b) Distribution Cash in the aggregate amount of such Allowed Priority Tax Claim payable in annual equal installments commencing on the later of (i) the Effective Date (or as soon as reasonably practicable thereafter) and (ii) the date such Priority Tax Claim becomes an Allowed Priority Tax Claim (or as soon as practicable thereafter) and ending no later than five years after the Petition Date.

b. Other Provisions Concerning Treatment of Priority Tax Claims

Notwithstanding the provisions of Section II.A.2.a or Section I.A.255, the holder of an Allowed Priority Tax Claim will not be entitled to receive any payment on account of any penalty arising with respect to or in connection with the Allowed Priority Tax Claim. Any such Claim or demand for any such penalty will be subject to treatment in Class 6A, if not subordinated to Class 6A Claims pursuant to an order of the Bankruptcy Court. The holder of an Allowed Priority Tax Claim will not assess or attempt to collect such penalty from the Debtors, the Reorganized Debtors, NewCo or their respective property (other than as a holder of an Allowed Class 6A Claim).

B. Classified Claims and Interests

1. Priority Claims (Class 1 Claims) are unimpaired. On the Effective Date, each holder of an Allowed Claim in Class 1 will receive Distribution Cash equal to the amount of such Allowed Claim, unless the holder of such Priority Claim and the applicable Debtor or Reorganized Debtor, as applicable, agree to a different treatment. Consistent with the language of section 1126(f) of the Bankruptcy Code, each holder of a Class 1 Claim will be deemed to have accepted the Plan.

2. Secured First Lien Lender Claims (Class 2 Claims) are impaired. On the Effective Date, unless otherwise agreed by a Claim holder and the applicable Debtor or Reorganized Debtor, each holder of an Allowed Secured First Lien Lender Claim will receive the holder’s Pro Rata share of the First Lien Lender Distribution.

3. Secured Second Lien Noteholder Claims (Class 3 Claims) are impaired. In accordance with the terms of the Second Lien Noteholder Settlement and the Global Settlement, on the Effective Date, unless otherwise agreed by a Claim holder and the applicable Debtor or Reorganized Debtor, each holder of an Allowed Secured Second Lien Noteholder Claim will receive such holder’s Pro Rata share of the NewCo ABL Participation Rights. Each holder of an Allowed Secured Second Lien Noteholder Claim exercising such holder’s NewCo ABL Participation Rights shall be entitled to such holder’s allocated portion of the Second Lien Noteholder Distribution, as set forth in the Second Lien Noteholder Settlement Stipulation and the Second Lien Noteholder Settlement Term Sheet.

4. Secured Massey Convertible Noteholder Claims (Class 4 Claims) are impaired. In accordance with the terms of the Global Settlement, on the Effective Date, unless otherwise agreed by a Claim holder and the applicable Debtor or Reorganized Debtor, each holder of an Allowed Secured Massey Convertible Noteholder Claim will receive such holder’s Pro Rata share of (a) the Massey Convertible Noteholder Cash Component and (b) the Series B Preferred Interests.

5. Other Secured Claims (Class 5 Claims) are unimpaired. On the Effective Date, unless otherwise agreed by a Claim holder and the applicable Debtor or Reorganized Debtor, each holder of an Allowed Claim in Class 5 will receive treatment on account of such Allowed Secured Claim in the manner set forth in Option A, B or C below, at the election of the applicable Debtor. The applicable Debtor will be deemed to have elected Option B except with respect to (a) any Allowed Secured Claim as to which the applicable Debtor elects either Option A or Option C in one or more certifications Filed prior to the conclusion of the Confirmation Hearing and (b) any Allowed Secured Tax Claim, with respect to which the applicable Debtor will be deemed to have elected Option A. Consistent with the language of section 1126(f) of the Bankruptcy Code, each holder of a Class 5 Claim will be deemed to have accepted the Plan.

Option A: On the Effective Date, Allowed Claims in Class 5 with respect to which the applicable Debtor elects Option A will receive Distribution Cash equal to the amount of such Allowed Claim.

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Option B: On the Effective Date, Allowed Claims in Class 5 with respect to which the applicable Debtor elects or is deemed to have elected Option B will be Reinstated.

Option C: On the Effective Date, a holder of an Allowed Claim in Class 5 with respect to which the applicable Debtor elects Option C will be entitled to receive (and the applicable Debtor or Reorganized Debtor shall release and transfer to such holder) the collateral securing such Allowed Claim.

Notwithstanding either the foregoing or Section I.A.255, the holder of an Allowed Secured Tax Claim in Class 5 will not be entitled to receive any payment on account of any penalty arising with respect to or in connection with such Allowed Secured Tax Claim. Any such Claim or demand for any such penalty will be subject to treatment in Class 6A, if not subordinated to Class 6A Claims pursuant to an order of the Bankruptcy Court. The holder of an Allowed Secured Tax Claim will not assess or attempt to collect such penalty from the Debtors, the Reorganized Debtors, NewCo or their respective property (other than as a holder of a Class 6A Claim).

6. Category 1 General Unsecured Claims (Class 6A Claims) are impaired. On the Effective Date, and on each Distribution Date thereafter, each holder of an Allowed Category 1 General Unsecured Claim will receive a Pro Rata share of assets contributed to the Category 1 General Unsecured Claims Asset Pool; provided that no Distributions shall be provided on account of any Allowed First Lien Lender Claims constituting Deficiency Claims in Class 6A.

7. Second Lien Category 2 General Unsecured Claims (Class 6B Claims) are impaired. On the Effective Date, and on each Distribution Date thereafter, each holder of an Allowed Category 2 General Unsecured Claim that is a Second Lien Noteholder Claim will receive a Pro Rata share of assets contributed to the Category 2 General Unsecured Claims Asset Pool; provided that Distributions on account of any Allowed Second Lien Noteholder Claims constituting Deficiency Claims in Class 6B shall not include any portion of the Reorganized ANR Contingent Revenue Payment.

8. Non-Second Lien Category 2 General Unsecured Claims (Class 6C Claims) are impaired. On the Effective Date, and on each Distribution Date thereafter, each holder of an Allowed Category 2 General Unsecured Claim that is not a Second Lien Noteholder Claim will receive a Pro Rata share of assets contributed to the Category 2 General Unsecured Claims Asset Pool.

9. Prepetition Intercompany Claims (Class 7 Claims) are impaired. Subject to the Restructuring Transactions, on the Effective Date, Prepetition Intercompany Claims that are not eliminated by operation of law or otherwise pursuant to the Restructuring Transactions will be deemed settled and compromised in exchange for the consideration and other benefits provided to the holders of Prepetition Intercompany Claims and not entitled to any Distribution of Plan consideration under the Plan. Each holder of a Class 7 Claim will be deemed to have accepted the Plan.

10. Section 510(b) Securities Claims (Class 8 Claims) are impaired. No property will be distributed to or retained by the holders of Section 510(b) Securities Claims, and such Claims will be extinguished on the Effective Date. Holders of Class 8 Claims will not receive any Distribution pursuant to the Plan. Consistent with the language of section 1126(g) of the Bankruptcy Code, each holder of a Section 510(b) Securities Claim in Class 8 will be deemed to have rejected the Plan.

11. Section 510(b) Old Common Stock Claims (Class 9 Claims) are impaired. No property will be distributed to or retained by the holders of Section 510(b) Old Common Stock Claims, and such Claims will be extinguished on the Effective Date. Holders of Class 9 Claims will not receive any Distribution pursuant to the Plan. Consistent with the language of section 1126(g) of the Bankruptcy Code, each holder of a Section 510(b) Old Common Stock Claim in Class 9 will be deemed to have rejected the Plan.

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12. Old Common Stock of ANR Interests (Class 10 Interests) are impaired. On the Effective Date, the Old Common Stock of ANR and all Interests related thereto will be canceled, and holders of Class 10 Interests will not receive any Distribution pursuant to the Plan. Consistent with the language of section 1126(g) of the Bankruptcy Code, each holder of a Class 10 Interest will be deemed to have rejected the Plan.

13. Subsidiary Debtor Equity Interests (Class 11 Interests) are unimpaired. On the Effective Date, the Subsidiary Debtor Equity Interests will be Reinstated, subject to the Restructuring Transactions. Consistent with the language of section 1126(f) of the Bankruptcy Code, each holder of a Class 11 Interest will be deemed to have accepted the Plan.

C. Subordination; Reservation of Rights to Reclassify Claims

The allowance, classification and treatment of Allowed Claims and the respective Distributions and treatments specified in the Plan take into account the relative priority and rights of the Claims in each Class and all contractual, legal and equitable subordination rights relating thereto, whether arising under general principles of equitable subordination, section 510(b) of the Bankruptcy Code or otherwise. Except as expressly set forth herein, consistent with section 510(a) of the Bankruptcy Code, nothing in the Plan shall, or shall be deemed to, modify, alter or otherwise affect any right of a holder of a Claim to enforce a subordination agreement, or the terms of the Intercreditor Agreements, against any Person other than the Debtors to the same extent that such agreement is enforceable under applicable nonbankruptcy law. Pursuant to section 510 of the Bankruptcy Code, the Debtors reserve the right to reclassify any Disputed Claim in accordance with any applicable contractual, legal or equitable subordination.

D. Special Provisions Regarding the Treatment of Allowed Secondary Liability Claims; Maximum Recovery

The classification and treatment of Allowed Claims under the Plan take into consideration all Allowed Secondary Liability Claims. On the Effective Date, Allowed Secondary Liability Claims will be treated as follows:

1. The Allowed Secondary Liability Claims arising from or related to any Debtor’s joint or several liability for the obligations under any Executory Contract or Unexpired Lease that is being assumed or deemed assumed by another Debtor or under any Executory Contract or Unexpired Lease that is being assumed by and assigned to another Debtor will be Reinstated.

2. Except as provided in Section II.D.1, holders of Allowed Secondary Liability Claims against any Debtor will be entitled to only one Distribution in respect of the Liabilities related to such Allowed Secondary Liability Claim and will be deemed satisfied in full by the Distributions on account of the related underlying Allowed Claim. Notwithstanding the existence of a Secondary Liability Claim, no multiple recovery on account of any Allowed Claim against any Debtor will be provided or permitted.

E. Confirmation Without Acceptance by All Impaired Classes

The Debtors request Confirmation under section 1129(b) of the Bankruptcy Code in the event that any impaired Class does not accept or is deemed not to accept the Plan pursuant to section 1126 of the Bankruptcy Code. The Plan shall constitute a motion for such relief.

F. Class Without Voting Claim Holders

If Holders of Claims in a particular impaired Class of Claims are entitled to vote to accept or reject the Plan, but no Holders of Claims in such impaired Class of Claims vote to accept or reject the Plan, then such Class of Claims shall be deemed to have accepted the Plan.

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G. Treatment of Executory Contracts and Unexpired Leases

1. Executory Contracts and Unexpired Leases to Be Assumed

a. Assumption and Assignment Generally

Except as otherwise provided in the Plan, in any contract, instrument, release or other agreement or document entered into in connection with the Plan or in a Final Order of the Bankruptcy Court, or as requested in any motion Filed on or prior to the Effective Date, on the Effective Date, pursuant to section 365 of the Bankruptcy Code, the applicable Debtor or Debtors will assume, or assume and assign, including in connection with the NewCo Asset Sale, as indicated, each Executory Contract or Unexpired Lease listed on Exhibit II.G.1.a; provided, however, that the Debtors and the Reorganized Debtors reserve the right, at any time on or prior to the Effective Date, to amend Exhibit II.G.1.a to: (a) delete any Executory Contract or Unexpired Lease listed therein, thus providing for its rejection pursuant to Section II.G.5; (b) add any Executory Contract or Unexpired Lease thereto, thus providing for its assumption, or assumption and assignment, pursuant to this Section; or (c) modify the amount of any Cure Amount Claim. The Debtors reserve the right, at any time until the date that is 30 days after the Effective Date, to amend Exhibit II.G.1.a to identify or change the identity of the Reorganized Debtor or other Person that will be an assignee of an Executory Contract or Unexpired Lease. Each contract and lease listed on Exhibit II.G.1.a will be assumed only to the extent that any such contract or lease constitutes an Executory Contract or Unexpired Lease. Listing a contract or lease on Exhibit II.G.1.a will not constitute an admission by a Debtor or Reorganized Debtor that such contract or lease (including any related agreements as described in Section II.G.1.b) is an Executory Contract or Unexpired Lease or that a Debtor or Reorganized Debtor has any liability thereunder.

b. Assumptions and Assignments of Ancillary Agreements

Each Executory Contract or Unexpired Lease listed on Exhibit II.G.1.a will include any modifications, amendments, supplements, restatements or other agreements made directly or indirectly by any agreement, instrument or other document that in any manner affects such contract or lease, irrespective of whether such agreement, instrument or other document is listed on Exhibit II.G.1.a, unless any such modification, amendment, supplement, restatement or other agreement is rejected pursuant to Section II.G.5 or designated for rejection in accordance with Section II.G.2.

c. Customer Agreements

To the extent that (a) the Debtors are party to any contract, purchase order or similar agreement providing for the sale of the Debtors’ products or services, (b) any such agreement constitutes an Executory Contract or Unexpired Lease and (c) such agreement (i) has not been rejected pursuant to a Final Order of the Bankruptcy Court, (ii) is not subject to a pending motion for reconsideration or appeal of an order authorizing the rejection of such Executory Contract or Unexpired Lease, (iii) is not subject to a motion to reject such Executory Contract or Unexpired Lease Filed on or prior to the Effective Date, (iv) is not listed on Exhibit II.G.1.a, (v) is not listed on Exhibit II.G.5 or (vi) has not been designated for rejection in accordance with Section II.G.2, such agreement (including any related agreements as described in Section II.G.1.b), purchase order or similar agreement will be assumed by the Debtors and assigned to the Reorganized Debtor or NewCo, as applicable, that will be the owner of the business that performs the obligations to the customer under such agreement, in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code as of the Effective Date. The Cure Amount Claim to be paid in connection with the assumption of such a customer-related contract, purchase order or similar agreement that is not specifically identified on Exhibit II.G.1.a shall be $0.00. Listing a contract, purchase order or similar agreement providing for the sale of the Debtors’ products or services on Exhibit II.G.5 will not constitute an admission by a Debtor or Reorganized Debtor that such agreement (including related agreements as described in Section II.G.1.b) is an Executory Contract or Unexpired Lease or that a Debtor or Reorganized Debtor has any liability thereunder.

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2. Approval of Assumptions and Assignments; Assignments Related to Restructuring Transactions

The Confirmation Order will constitute an order of the Bankruptcy Court approving the assumption (including any related assignment resulting from the Restructuring Transactions, the NewCo Asset Sale or otherwise) of Executory Contracts and Unexpired Leases pursuant to Section II.G as of the Effective Date, except for Executory Contracts and Unexpired Leases that (a) have been rejected pursuant to a Final Order of the Bankruptcy Court, (b) are subject to a pending motion for reconsideration or appeal of an order authorizing the rejection of such Executory Contract or Unexpired Lease, (c) are subject to a motion to reject such Executory Contract or Unexpired Lease Filed on or prior to the Effective Date, (d) are rejected pursuant to Section II.G.5 or (e) are designated for rejection in accordance with the second to last sentence of this paragraph. As of the effective time of an applicable Restructuring Transaction, any Executory Contract or Unexpired Lease to be held by any Debtor or Reorganized Debtor and assumed hereunder or otherwise in the Chapter 11 Cases, if not expressly assigned to a third party previously in the Chapter 11 Cases or assigned to a particular Reorganized Debtor pursuant to the procedures described in this Section II.G, will be deemed assigned to the surviving, resulting or acquiring corporation in the applicable Restructuring Transaction, pursuant to section 365 of the Bankruptcy Code. If an objection to a proposed assumption, assumption and assignment, or Cure Amount Claim is not resolved in favor of the Debtors or the Reorganized Debtors, the applicable Executory Contract or Unexpired Lease may be designated by the Debtors or the Reorganized Debtors for rejection within 10 Business Days of the entry of the order of the Bankruptcy Court resolving the matter against the Debtors. Such rejection shall be deemed effective as of the Effective Date.

3. Payments Related to the Assumption of Executory Contracts and Unexpired Leases

To the extent that such Claims constitute monetary defaults, the Cure Amount Claims associated with each Executory Contract or Unexpired Lease to be assumed pursuant to the Plan will be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, at the option of the applicable Debtor or Reorganized Debtor: (a) by payment of the Cure Amount Claim in Distribution Cash on the Effective Date; or (b) on such other terms as are agreed to by the parties to such Executory Contract or Unexpired Lease. If there is a dispute regarding (a) the amount of any Cure Amount Claim, (b) the ability of the applicable Reorganized Debtor or any assignee (including, as applicable, NewCo) to provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under the contract or lease to be assumed or (c) any other matter pertaining to the assumption or assignment of such contract or lease, the payment of any Cure Amount Claim required by section 365(b)(1) of the Bankruptcy Code will be made within 30 days following the entry of a Final Order or the execution of a Stipulation of Amount and Nature of Claim resolving the dispute and approving the assumption and/or assignment.

4. Contracts and Leases Entered Into After the Petition Date or Previously Assumed

Contracts, leases and other agreements entered into after the Petition Date by a Debtor, including any Executory Contracts or Unexpired Leases assumed by a Debtor pursuant to a prior order of the Bankruptcy Court and not thereafter assigned or rejected, will be performed by such Debtor or Reorganized Debtor in the ordinary course of its business, as applicable. Accordingly, such contracts and leases (including any assumed Executory Contracts or Unexpired Leases) will survive and remain unaffected by entry of the Confirmation Order; provided, however, that any Executory Contracts or Unexpired Leases assumed by a Debtor and not previously assigned will be (a) assigned to the Reorganized Debtor, NewCo or any other Person identified on Exhibit II.G.4, if any; or (b) deemed assigned pursuant to Section II.G.2. The Debtors and the Reorganized Debtors reserve the right, at any time until the date that is 30 days after the Effective Date, to amend Exhibit II.G.4 to identify or change the identity of the Reorganized Debtor party that will be the assignee of an Executory Contract or Unexpired Lease.

5. Rejection of Executory Contracts and Unexpired Leases

On the Effective Date, except for an Executory Contract or Unexpired Lease that was previously assumed, assumed and assigned, or rejected by an order of the Bankruptcy Court or that is assumed pursuant to Section II.G (including any related agreements assumed or assumed and assigned, including to NewCo consistent with the Stalking Horse APA, pursuant to Section II.G.1.b), each Executory Contract or Unexpired Lease entered into by a Debtor prior to the Petition Date that has not previously expired or terminated pursuant to its own terms

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will be rejected pursuant to section 365 of the Bankruptcy Code. The Executory Contracts or Unexpired Leases to be rejected will include the Executory Contracts or Unexpired Leases listed on Exhibit II.G.5, provided that the Debtors and the Reorganized Debtors reserve the right, at any time on or prior to the Effective Date, to amend Exhibit II.G.5 to: (a) delete any Executory Contract or Unexpired Lease listed therein and add such Executory Contract or Unexpired Lease to Exhibit II.G.1.a, thus providing for its assumption, or assumption and assignment, pursuant to Section II.G.1; or (b) add any Executory Contract or Unexpired Lease to Exhibit II.G.5, notwithstanding any prior assumption of such Executory Contract or Unexpired Lease by the Debtors, thus providing for its rejection pursuant to this Section II.G.5. Each contract and lease listed on Exhibit II.G.5 will be rejected only to the extent that any such contract or lease constitutes an Executory Contract or Unexpired Lease. Listing a contract or lease on Exhibit II.G.5 will not constitute an admission by a Debtor or Reorganized Debtor that such contract or lease (including related agreements as described in Section II.G.1.b) is an Executory Contract or Unexpired Lease or that a Debtor or Reorganized Debtor has any liability thereunder. Irrespective of whether an Executory Contract or Unexpired Lease is listed on Exhibit II.G.5, it will be deemed rejected unless such contract (a) is listed on Exhibit II.G.1.a as of the Effective Date, (b) was previously assumed, assumed and assigned, or rejected by order of the Bankruptcy Court and was not subsequently added to Exhibit II.G.5 or otherwise rejected by the Debtors prior to the Effective Date or (c) is deemed assumed pursuant to the other provisions of this Section II.G. The Confirmation Order will constitute an order of the Bankruptcy Court approving such rejections, pursuant to section 365 of the Bankruptcy Code, as of the later of: (a) the Effective Date; or (b) the resolution of any objection to the proposed rejection of an Executory Contract or Unexpired Lease. Any Claims arising from the rejection of any Executory Contract or Unexpired Lease not previously assumed by the Debtors pursuant to an order of the Bankruptcy Court will be treated as General Unsecured Claims, subject to the provisions of section 502 of the Bankruptcy Code.

6. Rejection Damages Bar Date

Except as otherwise provided in a Final Order of the Bankruptcy Court approving the rejection of an Executory Contract or Unexpired Lease, Claims arising out of the rejection of an Executory Contract or Unexpired Lease pursuant to the Plan must be Filed with the Bankruptcy Court and served upon counsel to the Debtors on or before the later of: (a) 30 days after the Effective Date; or (b) for Executory Contracts identified on Exhibit II.G.5, 30 days after (i) a notice of such rejection is served under the Contract Procedures Order, if the contract counterparty does not timely file an objection to the rejection in accordance with the Contract Procedures Order or (ii) if such an objection to rejection is timely filed with the Bankruptcy Court in accordance with the Contract Procedures Order, the date that an Order is entered approving the rejection of the applicable contract or lease or the date that the objection to rejection is withdrawn. Any Claims not Filed within such applicable time periods will be forever barred from receiving a Distribution from the Debtors, the Reorganized Debtors or the Estates.

7. Executory Contract and Unexpired Lease Notice Provisions

In accordance with, and subject to, the Contract Procedures Order, the Debtors or the Reorganized Debtors, as applicable, will provide (a) notice to each counterparty to an Executory Contract or Unexpired Lease that is being assumed pursuant to the Plan of: (i) the contract or lease being assumed; (ii) the Cure Amount Claim, if any, that the applicable Debtor believes it would be obligated to pay in connection with such assumption; (iii) any assignment of an Executory Contract or Unexpired Lease (pursuant to the Restructuring Transactions, the NewCo Asset Sale or otherwise); and (iv) the procedures for such party to object to the assumption of the applicable Executory Contract or Unexpired Lease, the amount of the proposed Cure Amount Claim or any assignment of an Executory Contract or Unexpired Lease; (b) notice to each party whose Executory Contract or Unexpired Lease is being rejected pursuant to the Plan; (c) notice to each party whose Executory Contract or Unexpired Lease is being assigned pursuant to the Plan; (d) notice of any amendments to Exhibit II.G.5 to the Plan; and (e) any other notices relating to the assumption, assumption and assignment, or rejection of Executory Contracts or Unexpired Leases required under the Plan or the Contract Procedures Order in accordance with the Contract Procedures Order; provided, however, that any party that previously received an Assumption and Assignment Notice (as defined in the Bidding Procedures Order) shall not receive any additional notice under this Section II.G.7, unless the proposed treatment of such party’s Executory Contract or Unexpired Lease by the Debtors or the Reorganized Debtors has changed since the receipt of the Assumption and Assignment Notice.

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8. Obligations to Indemnify Directors, Officers and Employees

a. Prior to the Effective Date, the Debtors (a) shall make arrangements to continue liability and fiduciary (including ERISA) insurance, or purchase a tail policy or policies, for the period from and after the Effective Date, for the benefit of any person who is serving or has served as one of the Debtors’ directors, officers or employees at any time from and after the Petition Date and (b) shall fully pay the premium for such insurance. Any and all directors and officers liability and fiduciary (including ERISA) insurance or tail policies in existence as of the Effective Date shall be continued in accordance with their terms and, to the extent applicable, shall be deemed assumed by the applicable Debtor pursuant to section 365 of the Bankruptcy Code.

b. The obligations of each Debtor or Reorganized Debtor to indemnify any person who was serving as one of its directors, officers or employees on or after the Petition Date by reason of such person’s prior or future service in such a capacity, or as a director, officer or employee of another corporation, partnership or other legal entity at the applicable Debtor’s request, to the extent provided in the applicable certificates of incorporation, bylaws or similar constituent documents, by statutory law or by written agreement, policies or procedures of or with such Debtor or Reorganized Debtor, will be deemed and treated as Executory Contracts that are assumed by the applicable Debtor or Reorganized Debtor pursuant to the Plan and section 365 of the Bankruptcy Code as of the Effective Date. Accordingly, such indemnification obligations will survive and be unaffected by entry of the Confirmation Order, irrespective of whether such indemnification is owed for an act or event occurring before or after the Petition Date; provided, however, that nothing herein shall create any liability to NewCo on account of such indemnity obligations.

c. The obligations of each Debtor or Reorganized Debtor to indemnify any person who was serving as one of its directors, officers or employees prior to but not on or after the Petition Date by reason of such person’s prior service in such a capacity, or as a director, officer or employee of another corporation, partnership or other legal entity at the applicable Debtor’s request, to the extent provided in the applicable certificates of incorporation, bylaws or similar constituent documents, by statutory law or by written agreement, policies or procedures of or with such Debtor or otherwise, will terminate and be discharged pursuant to section 502(e) of the Bankruptcy Code or otherwise as of the Effective Date; provided, however, that to the extent that such indemnification obligations no longer give rise to contingent Claims that can be disallowed pursuant to section 502(e) of the Bankruptcy Code, such indemnification obligations will be deemed and treated as Executory Contracts that are rejected by the applicable Debtor or Reorganized Debtor pursuant to the Plan and section 365 of the Bankruptcy Code as of the Effective Date, and any Claims arising from such indemnification obligations (including any rejection damage claims) will be subject to the bar date provisions of Section II.G.6.

d. The indemnification obligations in this Section II.G.8 shall not apply to or cover any Claims or causes of action against a Person that result in a Final Order determining that such Person seeking indemnification is liable for fraud, willful misconduct, gross negligence, bad faith, self-dealing or breach of the duty of loyalty.

9. No Change in Control

The consummation of the Plan, the implementation of the Restructuring Transactions or the assumption, or assumption and assignment, of any Executory Contract or Unexpired Lease to a Reorganized Debtor is not intended to, and shall not, constitute a change in ownership or change in control under any employee benefit plan or program, financial instrument, loan or financing agreement, Executory Contract or Unexpired Lease or contract, lease or agreement in existence on the Effective Date to which a Debtor is a party.

ARTICLE III

CONFIRMATION OF THE PLAN

A. Conditions Precedent to Confirmation

The following conditions are conditions to the entry of the Confirmation Order unless such conditions, or any of them, have been satisfied or duly waived pursuant to Section III.C:

1. The Confirmation Order will be: (a) acceptable in form and substance to the Debtors, the DIP Agents, the DIP Lenders, the First Lien Agent and the First Lien Lenders; (b) to the extent provided for in the Global Settlement Term Sheet and the Second Lien Noteholder Settlement Term Sheet, reasonably acceptable in form and substance to the Creditors’ Committee and the Second Lien Parties; and (c) consistent with the terms of the Global Settlement and the Second Lien Noteholder Settlement.

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2. The Plan (a) shall not have been materially amended, altered or modified from the Plan as Filed, unless such material amendment, alteration or modification has been made in accordance with Section IX.A; (b) will be reasonably acceptable in form and substance to the Debtors, the DIP Agents, the DIP Lenders, the First Lien Agent and the First Lien Lenders; (c) to the extent provided for in the Global Settlement Term Sheet and the Second Lien Noteholder Settlement Term Sheet, will be reasonably acceptable in form and substance to the Creditors’ Committee and the Second Lien Parties; and (d) is consistent with the terms of the Global Settlement and the Second Lien Noteholder Settlement.

3. All Confirmation Exhibits are in form and substance: (a) reasonably acceptable in form and substance to the Debtors, the DIP Agents, the DIP Lenders, the First Lien Agent and the First Lien Lenders; (b) to the extent provided for in the Global Settlement Term Sheet and the Second Lien Noteholder Settlement Term Sheet, reasonably acceptable in form and substance to the Creditors’ Committee and the Second Lien Parties; and (c) consistent with the terms of the Global Settlement and the Second Lien Noteholder Settlement.

4. The Resolution of Reclamation Obligations (a) has been entered into by the Debtors and the Reclamation Obligation Resolution Parties; (b) is reasonably acceptable in form and substance to the Debtors, the DIP Agents, the DIP Lenders, the First Lien Agent and the First Lien Lenders; (c) to the extent provided for in the Global Settlement Term Sheet and the Second Lien Noteholder Settlement Term Sheet, is reasonably acceptable in form and substance to the Creditors’ Committee and the Second Lien Parties; and (d) is consistent with the terms of the Global Settlement and the Second Lien Noteholder Settlement.

5. A Settlement Termination Event shall not have occurred.

B. Conditions Precedent to the Effective Date

The Effective Date will not occur, and the Plan will not be consummated, unless and until the following conditions have been satisfied or duly waived pursuant to Section III.C:

1. The Bankruptcy Court shall have entered the Confirmation Order: (a) in form and substance satisfactory to the Debtors, the DIP Agents, the DIP Lenders, the First Lien Agent and the First Lien Lenders; (b) to the extent provided for in the Global Settlement Term Sheet, reasonably acceptable in form and substance to the Creditors’ Committee and the Second Lien Parties; and (c) consistent with the terms of the Global Settlement and the Second Lien Noteholder Settlement.

2. The Confirmation Order or another order of the Bankruptcy Court shall have been entered (a) approving and authorizing the Stalking Horse APA and the NewCo Asset Sale contemplated therein; (b) approving the Diminution Claim Allowance Settlement and the Unencumbered Assets Settlement on a non-conditional basis; and (c) authorizing the Debtors and the Reorganized Debtors to take all actions necessary or appropriate to implement the Plan and the Stalking Horse APA, including completion of the Restructuring Transactions and the other transactions contemplated by the Plan and the implementation and consummation of the contracts, instruments, releases and other agreements or documents entered into or delivered in connection with the Plan.

3. The Confirmation Order shall not be stayed in any respect.

4. The Exit Funding shall be fully committed and all documents and agreements necessary to effectuate and implement the Exit Funding shall have been executed and delivered by the relevant parties.

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5. The documents effectuating the Exit Facility (a) shall be (i) in form and substance reasonably satisfactory to the Debtors, the DIP Agents and the First Lien Agent, (ii) to the extent provided for in the Global Settlement Term Sheet, reasonably acceptable in form and substance to the Creditors’ Committee and the Second Lien Parties and (iii) consistent with the terms of the Global Settlement and the Second Lien Noteholder Settlement; and (b) shall have been executed and delivered by the Reorganized Debtors, the Exit Facility Agent and each of the lenders under the Exit Facility.

6. The Plan and all Confirmation Exhibits (a) shall not have been materially amended, altered or modified from the Plan as confirmed by the Confirmation Order, unless such material amendment, alteration or modification has been made in accordance with Section IX.A of the Plan; (b) to the extent provided for in the Global Settlement Term Sheet, are reasonably acceptable in form and substance to the Creditors’ Committee and the Second Lien Parties; and (c) are consistent with the terms of the Global Settlement and the Second Lien Noteholder Settlement.

7. A Settlement Termination Event shall not have occurred.

C. Waiver of Conditions to Confirmation or the Effective Date

Each condition to Confirmation set forth in Section III.A and each condition to the Effective Date set forth in Section III.B may be waived in whole or in part at any time by the Debtors, with the consent of (a) the DIP Agents, (b) the First Lien Agent, (c) any and all Persons identified in the applicable condition and (d) with respect to the conditions set forth in Section III.A.5 and Section III.B.7, the Creditors’ Committee, without an order of the Bankruptcy Court.

D. Effect of Nonoccurrence of Conditions to the Effective Date

If each of the conditions to the Effective Date is not satisfied, or duly waived in accordance with Section III.C, then, except where the failure to satisfy or duly waive a such a condition is within the Debtors’ sole control, before the time that each of such conditions has been satisfied and upon notice to such parties in interest as the Bankruptcy Court may direct, the Debtors may File a motion requesting that the Bankruptcy Court vacate the Confirmation Order; provided, however, that, notwithstanding the Filing of such motion, the Confirmation Order may not be vacated if each of the conditions to the Effective Date is satisfied before the Bankruptcy Court enters an order granting such motion. If the Confirmation Order is vacated pursuant to this Section III.D: (a) the Plan will be null and void in all respects, including with respect to (i) the discharge of Claims and termination of Interests pursuant to section 1141 of the Bankruptcy Code, (ii) the assumptions, assignments or rejections of Executory Contracts and Unexpired Leases pursuant to Section II.G and (iii) the releases described in Section III.E.6; and (b) nothing contained in the Plan, nor any action taken or not taken by the Debtors with respect to the Plan, the Disclosure Statement or the Confirmation Order, will be or will be deemed to be (i) a waiver or release of any Claims by or against, or any Interest in, any Debtor, (ii) an admission of any sort by the Debtors or any other party in interest or (iii) prejudicial in any manner to the rights of the Debtors or any other party in interest.

E. Effect of Confirmation of the Plan

1. Dissolution of Official Committees

On the Effective Date, the Official Committees, to the extent not previously dissolved, will dissolve, and the members of the Official Committees and their respective Professionals will cease to have any role arising from or related to the Chapter 11 Cases and will be released and discharged of and from all further duties, responsibilities and obligations relating to or arising in connection with the Chapter 11 Cases. The Professionals retained by the Official Committees and the respective members thereof shall not be entitled to assert any Fee Claims for any services rendered or expenses incurred after the Effective Date, except, to the extent allowable under applicable law, for reasonable fees for services rendered, and actual and necessary expenses incurred, in connection with any final applications for allowance of compensation and reimbursement of expenses of the members of or Professionals to the Official Committees Filed and served after the Effective Date in accordance with the Plan. In accordance with the terms and conditions of the Global Settlement Term Sheet, no party to the Global Settlement

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shall have the right to, or shall otherwise be permitted to, object to Fee Claims asserted by the Professionals retained by the Creditors’ Committee, unless objecting based solely on the reasonableness of the applicable fees and expenses as provided for in the Global Settlement Term Sheet.

2. Preservation of Rights of Action by the Debtors and the Reorganized Debtors; Recovery Actions

Except as otherwise provided in the Plan, the Global Settlement Stipulation, any contract, instrument, release or other agreement entered into or delivered in connection with the Plan, or any Final Order of the Bankruptcy Court, in accordance with section 1123(b)(3)(B) of the Bankruptcy Code, the Reorganized Debtors will retain and may enforce any claims, demands, rights, defenses and Causes of Action (including any (a) Recovery Actions and (b) Causes of Action identified on the Schedule of any Debtor) that the Debtors or the Estates may hold against any Person.

3. Comprehensive Settlement of Claims and Controversies

Pursuant to Bankruptcy Rule 9019 and in consideration for the Distributions and other benefits provided under the Plan, the provisions of the Plan will constitute a good faith compromise and settlement of all claims or controversies relating to the rights that a holder of a Claim (including Prepetition Intercompany Claims) or Interest may have with respect to any Allowed Claim or Allowed Interest or any Distribution to be made pursuant to the Plan on account of any Allowed Claim. The entry of the Confirmation Order will constitute the Bankruptcy Court’s approval, as of the Effective Date, of the compromise or settlement of all such claims or controversies and the Bankruptcy Court’s finding that all such compromises or settlements, including the Global Settlement, the First Lien Lender Settlement, the Second Lien Noteholder Settlement, the Unencumbered Assets Settlement, the Diminution Claim Allowance Settlement and the Resolution of Reclamation Obligations, are (a) in the best interests of the Debtors, the Reorganized Debtors, the Estates and their respective property and Claim and Interest holders; and (b) fair, equitable and reasonable.

4. Discharge of Claims and Termination of Interests

a. Complete Satisfaction, Discharge and Release

Except as provided in the Plan or in the Confirmation Order, the rights afforded under the Plan and the treatment of Claims and Interests under the Plan will be in exchange for and in complete satisfaction, discharge and release of all Claims and termination of all Interests arising on or before the Effective Date, including any interest accrued on Claims from and after the Petition Date. Except as provided in the Plan or in the Confirmation Order, Confirmation will, as of the Effective Date and immediately after cancellation of the Old Common Stock of ANR: (a) discharge the Debtors from all Claims or other debts that arose on or before the Effective Date, including any Black Lung Claims, and all debts of the kind specified in section 502(g), 502(h) or 502(i) of the Bankruptcy Code, whether or not (i) a proof of Claim based on such debt is Filed or deemed Filed pursuant to section 501 of the Bankruptcy Code, (ii) a Claim based on such debt is allowed pursuant to section 502 of the Bankruptcy Code or (iii) the holder of a Claim based on such debt has accepted the Plan; and (b) terminate all Interests and other rights of holders of Interests in the Debtors.

b. Discharge and Termination

In accordance with Section III.E.4.a, except as provided in the Plan, the Confirmation Order will be a judicial determination, as of the Effective Date and immediately after the cancellation of the Old Common Stock of ANR, but prior to the issuance of the Reorganized ANR Common Stock, of a discharge of all Claims and other debts and Liabilities against the Debtors, including Black Lung Claims, and a termination of all Interests and other rights of the holders of Interests in the Debtors, pursuant to sections 524(a)(1), 524(a)(2) and 1141(d) of the Bankruptcy Code, and such discharge will void any judgment obtained against the Debtors at any time, to the extent that such judgment relates to a discharged Claim or terminated Interest.

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5. Injunction

On the Effective Date, except as otherwise provided herein or in the Confirmation Order:

a. All Persons who have been, are or may be holders of (a) Claims, including Claims related to Black Lung Claims, or (b) Interests, shall be enjoined from taking any of the following actions against or affecting any Released Party, or the respective assets or property thereof, with respect to such Claims or Interests (other than actions brought to enforce any rights or obligations under the Plan and appeals, if any, from the Confirmation Order):

i. commencing, conducting or continuing in any manner, directly or indirectly, any suit, action or other proceeding of any kind against any Released Party, or the respective assets or property thereof;

ii. enforcing, levying, attaching, collecting or otherwise recovering by any manner or means, directly or indirectly, any judgment, award, decree or order against any Released Party, or the respective assets or property thereof;

iii. creating, perfecting or otherwise enforcing in any manner, directly or indirectly, any Lien against any Released Party, or the respective assets or property thereof, other than as contemplated by the Plan;

iv. asserting any setoff, right of subrogation or recoupment of any kind, directly or indirectly, against any obligation due a Released Party, or the respective assets or property thereof; and

v. proceeding in any manner in any place whatsoever that does not conform to or comply with the provisions of the Plan or the settlements set forth herein to the extent such settlements have been approved by the Bankruptcy Court in connection with Confirmation of the Plan.

b. All Persons that have held, currently hold or may hold any Liabilities released or exculpated pursuant to Sections III.E.6 and III.E.7, respectively, will be permanently enjoined from taking any of the following actions against any Released Party or its property on account of such released Liabilities: (a) commencing, conducting or continuing in any manner, directly or indirectly, any suit, action or other proceeding of any kind; (b) enforcing, levying, attaching, collecting or otherwise recovering by any manner or means, directly or indirectly, any judgment, award, decree or order; (c) creating, perfecting or otherwise enforcing in any manner, directly or indirectly, any Lien; (d) except as provided herein, asserting any setoff, right of subrogation or recoupment of any kind, directly or indirectly, against any obligation due a Released Party; and (e) commencing or continuing any action, in any manner, in any place that does not comply with or is inconsistent with the provisions of the Plan.

6. Releases

a. General Releases by Debtors and Reorganized Debtors

Without limiting any other applicable provisions of, or releases contained in, the Plan, as of the Effective Date, the Debtors and the Reorganized Debtors, on behalf of themselves and their affiliates, the Estates and their respective successors, assigns and any and all Persons who may purport to claim by, through, for or because of them, will forever release, waive and discharge all Liabilities that they have, had or may have against any Released Party except with respect to obligations arising under the Plan, the Global Settlement Stipulation or the Resolution of Reclamation Obligations; provided, however, that the foregoing provisions shall not affect the liability of any Released Party that otherwise would result from any act or omission to the extent that act or omission subsequently is determined in a Final Order to have constituted gross negligence or willful misconduct.

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b. General Releases by Holders of Claims or Interests

Without limiting any other applicable provisions of, or releases contained in, the Plan, as of the Effective Date, in consideration for the obligations of the Debtors and the Reorganized Debtors under the Plan and the consideration and other contracts, instruments, releases, agreements or documents to be entered into or delivered in connection with the Plan, each holder of a Claim, to the fullest extent permissible under law, will be deemed to forever release, waive and discharge all Liabilities in any way relating to a Debtor, the Chapter 11 Cases, the Estates, the Plan, the Confirmation Exhibits or the Disclosure Statement that such Person has, had or may have against any Released Party (which release will be in addition to the discharge of Claims and termination of Interests provided herein and under the Confirmation Order and the Bankruptcy Code); provided, however, that the foregoing provisions shall not affect any rights to enforce the Plan, the Global Settlement Stipulation, the Resolution of Reclamation Obligations or the other contracts, instruments, releases, agreements or documents to be, or previously, entered into or delivered in connection with the Plan.

c. Release of Released Parties by Other Released Parties

From and after the Effective Date, except with respect to obligations arising under the Plan, the Global Settlement Stipulation, the Second Lien Noteholder Settlement or the Resolution of Reclamation Obligations, or assumed hereunder, to the fullest extent permitted by applicable law, the Released Parties shall release one another from any and all Liabilities that any Released Party is entitled to assert against any other Released Party in any way relating to: (a) any Debtor; (b) the Chapter 11 Cases; (c) the Estates; (d) the formulation, preparation, negotiation, dissemination, implementation, administration, confirmation or consummation of any of the Plan (or the property to be distributed under the Plan), the Confirmation Exhibits, the Disclosure Statement, the Global Settlement Stipulation, the First Lien Lender Settlement, the Second Lien Noteholder Settlement, the Resolution of Reclamation Obligations, any contract, employee pension or other benefit plan, instrument, release or other agreement or document related to any Debtor, the Chapter 11 Cases or the Estates created, modified, amended, terminated or entered into in connection with either the Plan or any agreement between the Debtors and any Released Party; (e) the process of marketing, selling and disposing of Assets pursuant to the Sale Orders, the De Minimis Sale Order or other orders entered by the Bankruptcy Court in the Chapter 11 Cases approving the sale or other disposition of Assets, including in connection with the NewCo Asset Sale; or (f) any other act taken or omitted to be taken in connection with the Chapter 11 Cases; provided, however, that the foregoing provisions shall not affect the liability of any Released Party that otherwise would result from any act or omission to the extent that act or omission is determined in a Final Order to have constituted gross negligence or willful misconduct.

d. Waiver of Claims Against Holders of Allowed Category 1 General Unsecured Claims

Without limiting any other applicable provisions of, or releases contained in, the Plan, as of the Effective Date, each of the Debtors, the First Lien Lenders, the First Lien Agent and NewCo (and, in each case, any successor in interest thereto, including the Reorganized Debtors) shall waive (a) any and all causes of action against holders of Allowed Category 1 General Unsecured Claims, including with respect to any Causes of Action under chapter 5 of the Bankruptcy Code only the Designated Chapter 5 Causes of Action, and (b) to the extent not otherwise waived pursuant to the foregoing, any and all Causes of Action under chapter 5 of the Bankruptcy Code against any and all Persons to the extent that any such Cause of Action would, if successfully pursued, result in any such Person being the holder of an Allowed Category 1 General Unsecured Claim (or that would result in the holder of an Allowed Category 1 General Unsecured Claim having an increased or additional Allowed Category 1 General Unsecured Claim); provided, however, that the foregoing shall not (a) limit the rights of the Debtors (or any successor in interest thereto, including any Reorganized Debtor) to assert any and all defenses, including setoff, other than defenses based solely on any Causes of Action under chapter 5 of the Bankruptcy Code (including Designated Chapter 5 Causes of Action) waived hereunder, to any claims made or that may be made by holders of Category 1 General Unsecured Claims against the Debtors or the Reorganized Debtors or (b) limit the rights of any party under any Executory Contract or Unexpired Lease assumed in the Chapter 11 Cases.

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7. Exculpation

From and after the Effective Date, the Released Parties shall neither have nor incur any liability to any Person for any act taken or omitted to be taken in connection with the Debtors’ restructuring, including the formulation, negotiation, preparation, dissemination, implementation, Confirmation or approval of the Plan (or the Distributions under the Plan), the Confirmation Exhibits, the Disclosure Statement, the Global Settlement Stipulation, the First Lien Lender Settlement, the Second Lien Noteholder Settlement, the Resolution of Reclamation Obligations or any contract, employee pension or other benefit plan, instrument, release or other agreement or document provided for or contemplated in connection with the consummation of the transactions set forth in the Plan; provided, however, that this section shall not apply to the obligations arising under the Plan, the obligations assumed hereunder, the Global Settlement Stipulation or the Resolution of Reclamation Obligations; and provided further that the foregoing provisions shall not affect the liability of any Person that otherwise would result from any act or omission to the extent that act or omission is determined in a Final Order to have constituted gross negligence or willful misconduct. Any of the foregoing parties in all respects shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan.

8. Termination of Certain Subordination Rights and Settlement of Related Claims and Controversies

a. Termination

The classification and manner of satisfying all Claims and Interests under the Plan take into consideration all subordination rights, whether arising under general principles of equitable subordination, contract, section 510(c) of the Bankruptcy Code or otherwise, that a holder of a Claim or Interest may have against other Claim or Interest holders with respect to any Distribution made pursuant to the Plan. All subordination rights that a holder of a Claim may have with respect to any Distribution to be made pursuant to the Plan shall be released and terminated, and all actions related to the enforcement of such subordination rights shall be permanently enjoined. Accordingly, Distributions pursuant to the Plan to holders of Allowed Claims shall not be subject to payment to a beneficiary of such terminated subordination rights or to levy, garnishment, attachment or other legal process by a beneficiary of such terminated subordination rights.

b. Settlement

Pursuant to Bankruptcy Rule 9019 and in consideration for the Distributions and other benefits provided under the Plan, the provisions of the Plan shall constitute a good faith compromise and settlement of all claims or controversies relating to the subordination rights that a holder of a Claim may have with respect to any Allowed Claim or any Distribution to be made pursuant to the Plan on account of any Allowed Claim. The entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, as of the Effective Date, of the compromise or settlement of all such claims or controversies and the Bankruptcy Court’s finding that such compromise or settlement is in the best interests of the Debtors and their respective property and Claim and Interest holders and is fair, equitable and reasonable.

9. Liabilities Under Single-Employer Defined Benefit Pension Plans Not Terminated Prior to the Confirmation Date

Notwithstanding anything to the contrary in the Plan, if any single-employer defined benefit Pension Plan does not terminate prior to the Confirmation Date, liabilities under such Pension Plan (including under (a) 29 U.S.C. § 1362(b) for unfunded benefit liabilities of such Pension Plan, (b) 29 U.S.C. § 1362(c) for due and unpaid employer contributions to such Pension Plan and (c) 29 U.S.C. § 1307 for premiums) shall be liabilities of the Reorganized Debtors and shall otherwise be unaffected by Confirmation, and such liabilities shall not be discharged, released or otherwise affected by the Plan.

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ARTICLE IV

MEANS FOR IMPLEMENTATION OF THE PLAN

A. Continued Corporate Existence and Vesting of Assets

Except as otherwise provided herein (including with respect to the Restructuring Transactions described in Section IV.B): (a) on or before the Effective Date, Reorganized ANR will be incorporated and shall exist as a separate corporate entity, with all corporate powers in accordance with state law and the certificates of incorporation and bylaws attached hereto as Exhibits IV.E.1.a and IV.E.1.b; (b) each Debtor will, as a Reorganized Debtor, continue to exist after the Effective Date as a separate legal entity, with all of the powers of such a legal entity under applicable law and without prejudice to any right to alter or terminate such existence (whether by merger, dissolution or otherwise) under applicable state law; and (c) on the Effective Date, all property of the Estate of each Debtor, and any property acquired by a Debtor or Reorganized Debtor under the Plan, including the First Lien Lender Exit Contribution, will vest, subject to the Restructuring Transactions, in the applicable Reorganized Debtor free and clear of all Claims, Liens, charges, Liabilities or Black Lung Claims, other encumbrances, Interests and other interests. On and after the Effective Date, each Reorganized Debtor may operate its business and may use, acquire and dispose of property and compromise or settle any claims without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules, other than those restrictions expressly imposed by the Plan or the Confirmation Order. Without limiting the foregoing, each Reorganized Debtor may pay the charges that it incurs on or after the Effective Date for Professionals’ fees, disbursements, expenses or related support services (including fees relating to the preparation of Professional fee applications) without application to, or the approval of, the Bankruptcy Court. For the avoidance of doubt, the assets to be contributed to the Reorganized Debtors pursuant to the Plan shall not include (a) the NewCo Assets subject to the NewCo Asset Sale or (b) any other Assets subject to an asset sale consummated on or prior to the Effective Date pursuant to a Sale Order.

B. Restructuring Transactions

1. Restructuring Transactions Generally

On or after the Confirmation Date, the applicable Debtors or Reorganized Debtors may enter into such Restructuring Transactions and may take such actions as the Debtors or Reorganized Debtors may determine to be necessary or appropriate to effect, in accordance with applicable nonbankruptcy law, to effectuate the Distributions contemplated hereby, the NewCo Asset Sale, a corporate restructuring of their respective businesses or simplify the overall corporate structure of the Reorganized Debtors and the NewCo Asset Sale, including but not limited to the Restructuring Transactions identified on Exhibit IV.B.1, all to the extent not inconsistent with any other terms of the Plan. Unless otherwise provided by the terms of a Restructuring Transaction, all such Restructuring Transactions will be deemed to occur on the Effective Date and may include one or more mergers, consolidations, restructurings, reorganizations, transfers, dispositions (including, for the avoidance of doubt, any asset dispositions closing under or in connection with the Plan in connection with any Core Asset Sale Order, including the NewCo Asset Sale), conversions, liquidations or dissolutions, as may be determined by the Debtors or the Reorganized Debtors to be necessary or appropriate. The actions to effect these transactions may include: (a) the execution and delivery of appropriate agreements or other documents of merger, consolidation, restructuring, reorganization, transfer, disposition, conversion, liquidation or dissolution containing terms that are consistent with the terms of the Plan and that satisfy the requirements of applicable state law and such other terms to which the applicable entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption or delegation of any asset, property, right, liability, duty or obligation on terms consistent with the terms of the Plan and having such other terms to which the applicable entities may agree; (c) the filing of appropriate certificates or articles of merger, consolidation, dissolution or change in corporate form pursuant to applicable state law; and (d) the taking of all other actions that the applicable entities determine to be necessary or appropriate, including (i) making filings or recordings that may be required by applicable state law in connection with such transactions and (ii) any appropriate positions on one or more tax returns. Any such transactions may be effected on or subsequent to the Effective Date without any further action by the stockholders or directors of any of the Debtors or the Reorganized Debtors. Any Restructuring Transaction effected pursuant to the Plan shall be free and clear of any Liabilities and Black Lung Claims, Coal Act Claims and MEPP Claims, other than liabilities expressly assumed in the Stalking Horse APA. The Restructuring Transactions shall not result in NewCo becoming a successor in

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interest to the Debtors except as expressly provided in the Confirmation Order. Notwithstanding the foregoing and any other provisions of the Plan, nothing in the Plan shall impair, expand or otherwise modify the rights of any party under the Stalking Horse APA (unless expressly consented to by the First Lien Lenders) or any other agreement entered into pursuant to any Sale Order.

2. Obligations of Any Successor Corporation in a Restructuring Transaction

The Restructuring Transactions may result in substantially all of the respective assets, properties, rights, liabilities, duties and obligations of certain of the Reorganized Debtors vesting in one or more surviving, resulting or acquiring corporations. In each case in which the surviving, resulting or acquiring corporation in any such transaction is a successor to a Reorganized Debtor, such surviving, resulting or acquiring corporation will perform the obligations of the applicable Reorganized Debtor pursuant to the Plan to pay or otherwise satisfy the Allowed Claims against such Reorganized Debtor, except as provided in the Plan or in any contract, instrument or other agreement or document effecting a disposition to such surviving, resulting or acquiring corporation, which may provide that another Reorganized Debtor will perform such obligations.

C. The NewCo Asset Sale

On the Effective Date, the Debtors and NewCo shall consummate the NewCo Asset Sale in accordance with sections 105, 363, 365 and 1123 of the Bankruptcy Code, the Confirmation Order and the terms of the Stalking Horse APA. Upon entry of the Confirmation Order by the Bankruptcy Court, all matters provided for under the Stalking Horse APA shall be deemed authorized and approved without any requirement of further act or action by the Debtors or the Reorganized Debtors. The Debtors or the Reorganized Debtors, as applicable, are authorized to execute and deliver, and to consummate the transactions contemplated by the Stalking Horse APA, as well as to execute, deliver, file, record and issue any instruments, documents (including Uniform Commercial Code financing statements) and agreements in connection therewith, without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order or rule, or the vote, consent, authorization or approval of any Person. The NewCo Asset Sale shall be, and the NewCo Assets shall transfer to NewCo, free and clear of all Claims, Liens, charges, encumbrances, Interests and other interests, including, without limitation, any Black Lung Claims, Coal Act Claims or MEPP Claims, other than liabilities expressly assumed in the Stalking Horse APA, and NewCo will not be a successor in interest to the Debtors except as expressly provided in the Confirmation Order. The Debtors reserve the right to modify the Plan in accordance with the provisions of the Stalking Horse APA.

D. The Resolution of Reclamation Obligations

The Debtors contemplate that, prior to the Effective Date, the Resolution of Reclamation Obligations among the Debtors and the Reclamation Obligation Resolution Parties will be agreed upon to effect a comprehensive resolution of the Reorganized Debtors’ obligations with respect to Reclamation Activities. The Debtors anticipate that, among other things, the Resolution of Reclamation Obligations will: (a) ensure the continuing existence of the Reorganized Debtors post-Effective Date for the primary purpose of conducting reclamation activities; (b) provide for the creation and funding of the Restricted Cash Reclamation Accounts; and (c) establish the Reclamation Threshold Amount.

E. Corporate Governance and Directors and Officers

1. Constituent Documents of Reorganized ANR and the Other Reorganized Debtors

As of the Effective Date, the certificates of incorporation and the bylaws (or comparable constituent documents) of Reorganized ANR and the other Reorganized Debtors will be substantially in the forms set forth in Exhibits IV.E.1.a and IV.E.1.b, respectively. The certificates of incorporation and bylaws (or comparable constituent documents) of Reorganized ANR and each other Reorganized Debtor, among other things, will (a) prohibit the issuance of nonvoting equity securities to the extent required by section 1123(a)(6) of the Bankruptcy Code and (b) with respect to Reorganized ANR, authorize the issuance of Reorganized ANR Common Stock and Reorganized ANR Preferred Interests. After the Effective Date, Reorganized ANR and the other Reorganized Debtors may amend and restate their articles of incorporation or bylaws (or comparable constituent

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documents) as permitted by applicable state law, subject to the terms and conditions of such constituent documents. On the Effective Date, or as soon thereafter as is practicable, Reorganized ANR and each other Reorganized Debtor shall file such certificates of incorporation (or comparable constituent documents) with the secretaries of state of the states in which Reorganized ANR and such other Reorganized Debtors are incorporated or organized, to the extent required by and in accordance with the applicable corporate law of such states.

2. Directors and Officers of Reorganized ANR and the Other Reorganized Debtors

Subject to any requirement of Bankruptcy Court approval pursuant to section 1129(a)(5) of the Bankruptcy Code, from and after the Effective Date: (a) the initial officers of Reorganized ANR and the other Reorganized Debtors will consist of the individuals identified on Exhibit IV.E.2; and (b) the initial board of directors of Reorganized ANR and each of the other Reorganized Debtors shall consist of (i) one designee of the Creditors’ Committee, (ii) one designee of the First Lien Lenders and (iii) three Independent Directors selected by the Debtors subject to the consent of the Creditors’ Committee and the First Lien Lenders, which consent shall not unreasonably be withheld, as set forth on Exhibit IV.E.2. Each such director and officer will serve from and after the Effective Date until his or her successor is duly elected or appointed and qualified or until his or her earlier death, resignation or removal in accordance with the terms of the certificate of incorporation and bylaws (or comparable constituent documents) of Reorganized ANR or the applicable other Reorganized Debtor and state law.

F. Reorganized ANR Preferred Interests

On the Effective Date, (a) the Series A Preferred Interests shall be distributed to holders of Allowed Secured First Lien Lender Claims pursuant to Section II.B.2 and (b) the Series B Preferred Interests shall be distributed to holders of Allowed Secured Massey Convertible Noteholder Claims pursuant to Section II.B.4. To the maximum extent provided by section 1145 of the Bankruptcy Code and applicable nonbankruptcy law, the issuance of the Series A Preferred Interests and the Series B Preferred Interests under the Plan will be exempt from registration under the Securities Act and all rules and regulations promulgated thereunder.

G. Reorganized ANR Contingent Revenue Payment

Within 30 days after the end of each calendar quarter, the Reorganized Debtors shall transfer cash in an amount equal to the Reorganized ANR Contingent Revenue Payment earned in such quarter into an escrow account, subject to a clawback based upon the audited financial statements of the Reorganized Debtors. In the event that (a) a Material Reorganized ANR Transaction is effected and (b) a purchaser party to such Material Reorganized ANR Transaction assumes any portion of the applicable Reorganized ANR Contingent Revenue Payment, the Reorganized Debtors shall guarantee such purchaser’s obligation to pay the assumed portion of the Reorganized ANR Contingent Revenue Payment. Reorganized ANR shall provide the recipients of the Reorganized ANR Contingent Revenue Payment with annual financial statements audited by a nationally recognized accounting firm by March 31 of each year for the prior year and will make payments to such recipients within 14 business days thereafter.

In accordance with the terms and conditions of the Global Settlement Term Sheet, upon any sale of assets by Reorganized ANR or any change of control of Reorganized ANR, in satisfaction of Reorganized ANR Contingent Revenue Payment, unless the applicable portion of the Reorganized ANR Contingent Revenue Payment is assumed by a Qualified Buyer, holders of allowed Category 2 General Unsecured Claims shall be entitled to the payment of a “makewhole” amount equal to the sum of the present values of the revenues projected in the Business Plan associated with such assets over the remaining life of the Reorganized ANR Contingent Revenue Payment, discounted on a semiannual basis (assuming a 360-day year consisting of 12 30-day months) at a rate equal to the Treasury Rate plus 20 basis points. The Debtors, in consultation with the Creditors’ Committee, will use reasonable best efforts to structure the Reorganized ANR Contingent Revenue Payment so that the entitlements to payments on account thereof are tradable instruments; provided that the costs to the Debtors and Reorganized ANR of doing so will be considered as to whether such efforts are “reasonable.” Material terms related to tradability, to the extent developed prior to the date that is seven days prior to the Confirmation Hearing, shall be set forth on Exhibit IV.G.

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H. Contingent Credit Support

From the Effective Date through September 30, 2018, NewCo shall provide Reorganized ANR with the Contingent Credit Support. Reorganized ANR shall be entitled to draw against the Contingent Credit Support if, and only if, the amount of Cash and Cash equivalents on Reorganized ANR’s balance sheet were to fall below $20 million at any time prior to September 30, 2018, in which case, Reorganized ANR shall be entitled to draw against the Contingent Credit Support an amount equal to the lesser of the Reorganized ANR Cash Shortfall and the then remaining undrawn amount of the Contingent Credit Support. Reorganized ANR shall be able to draw upon and repay the Contingent Credit Support as necessary through September 30, 2018. Reorganized ANR shall provide notice of any draw on the Contingent Credit Support to NewCo, and NewCo shall fund the Contingent Credit Support draw within 10 Business Days of such notice if such funding is required. Reorganized ANR shall be required to repay the funds drawn against the Contingent Credit Support (1) prior to September 30, 2018 to the extent the balance sheet cash or cash equivalents at Reorganized ANR is greater than $20 million as of the end of any calendar quarter ending on or before September 30, 2018 (exclusive of the amount outstanding from the Contingent Credit Support) or (2) if any amounts are outstanding from the Contingent Credit Support after September 30, 2018, to the extent the balance sheet Cash or Cash equivalents at Reorganized ANR at the end of any calendar quarter is greater than $30 million (exclusive of the amount outstanding from the Contingent Credit Support). Reorganized ANR shall have 10 Business Days following the closing of its books for the relevant calendar quarter to repay any amount required. Notwithstanding the above, all outstanding balances under the Contingent Credit Support shall be repaid by September 30, 2019.

I. Initial Cash

In accordance with the terms and conditions of the Global Settlement Term Sheet, unless otherwise consented to by the Global Settlement Parties (with such consent not being unreasonably withheld), on the Effective Date, Reorganized ANR shall have $135 million of initial operating Cash or such greater amount of initial operating Cash such that a minimum Cash balance of $20 million is maintained throughout the five-year forecast, and $117.9 million of initial restricted Cash (whether held by Reorganized ANR on its balance sheet, by a government or regulatory body or by another third party, or maintained in a dedicated fund, including any reclamation accounts, but excluding any cash to support an Exit Facility) or such greater amount of restricted cash as the Debtors determine is sufficient to support operations (including reclamation activities) and to cash collateralize any letters of credit backstopping the Debtors’ asset retirement obligations and other obligations, which restricted Cash balances shall be sourced from the Debtors’ existing cash. For the avoidance of doubt, Reorganized ANR’s operating cash, and any cash left in Reorganized ANR to collateralize any such letters of credit, shall be the property of Reorganized ANR and there shall be no contingent or deferred obligation to pay any such cash to NewCo, the DIP Lenders or the First Lien Lenders at any time. Any cash collateral that is no longer necessary to support the amount of workers’ compensation letters of credit as of the Effective Date, whether on account of the Debtors obtaining third-party financing or such letters of credit no longer being required, shall be paid to NewCo, without interest, as soon as reasonably practicable.

J. Restricted Cash Reclamation Accounts

The Reorganized Debtors and NewCo shall fund the Restricted Cash Reclamation Accounts in accordance with the terms of the Resolution of Reclamation Obligations.

K. Reorganized ANR Common Stock

On the Effective Date, all shares of Reorganized ANR Common Stock issued pursuant to the Plan shall be distributed to holders of Allowed Category 2 General Unsecured Claims in accordance with Sections II.B.7 and II.B.8. The Reorganized ANR Common Stock, when issued as provided in the Plan, will be duly authorized, validly issued and, if applicable, fully paid and nonassessable. Each issuance under the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such issuance and by the terms and conditions of the instruments evidencing or relating to such issuance, which terms and conditions shall bind each Person receiving such issuance. To the maximum extent provided by section 1145 of the Bankruptcy Code and applicable nonbankruptcy law, the issuance of the Reorganized ANR Common Stock under the Plan will be exempt from registration under the Securities Act and all rules and regulations promulgated thereunder. In accordance with the

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terms and conditions of the Global Settlement Term Sheet, the Debtors, in consultation with the Creditors’ Committee, shall use reasonable best efforts to structure the Reorganized ANR Common Stock so that such shares are tradable; provided that the costs to the Debtors and Reorganized ANR of doing so will be considered as to whether such efforts are “reasonable.”

L. NewCo Equity and NewCo Warrants

Consistent with the Restructuring Transactions, the NewCo Equity shall be issued by NewCo on or prior to the Effective Date. On the Effective Date and consistent with the Restructuring Transactions: (a) NewCo Common Stock and NewCo Warrants shall be distributed to holders of (i) Allowed Secured Second Lien Noteholder Claims pursuant to Section II.B.3 and (ii) Allowed Category 2 General Unsecured Claims pursuant to Sections II.B.7 and II.B.8; and (b) NewCo Preferred Interests shall be distributed to holders of Allowed Secured Second Lien Noteholder Claims pursuant to Section II.B.3; provided that all initial NewCo Equity (including the Distributions described above) shall be subject to dilution by a management incentive plan to be implemented by NewCo. To the maximum extent provided by section 1145 of the Bankruptcy Code and applicable nonbankruptcy law, the issuance of the NewCo Equity and the NewCo Warrants under the Plan will be exempt from registration under the Securities Act and all rules and regulations promulgated thereunder.

M. Employment-Related Agreements; Retiree Benefits; Workers’ Compensation Programs

1. Employment-Related Agreements

As of the Effective Date, the Reorganized Debtors will have authority to: (a) maintain, amend or revise existing employment, retirement, welfare, incentive, severance, indemnification and other agreements with its active directors, officers and employees, subject to the terms and conditions of any such agreement; and (b) enter into new employment, retirement, welfare, incentive, severance, indemnification and other agreements for active employees.

2. Retiree Benefits

The treatment of non-pension retiree benefits will be determined pursuant to (a) any order resolving the Unvested Non-Pension Benefits Motion, (b) the 1113/1114 Order, (c) any other order entered by the Bankruptcy Court pursuant to section 1114 of the Bankruptcy Code and/or (d) any agreement by the Debtors and the relevant parties that is approved pursuant to a Final Order of the Bankruptcy Court.

3. Assumption of Pension Plans

On the Effective Date, consistent with the Global Settlement Term Sheet, Reorganized ANR shall assume the Pension Plans, and Reorganized ANR will become the sponsor and continue to administer the Pension Plans, satisfy the minimum funding standards pursuant to 26 U.S.C. § 412 and 29 U.S.C. § 1082 and administer the Pension Plans in accordance with their terms and the provisions of ERISA and the Internal Revenue Code. Notwithstanding anything to the contrary in the Plan, nothing in the Plan shall (a) release or exculpate any Debtor, Reorganized Debtor or responsible person thereof from any liability for breach of fiduciary duty under ERISA respecting any defined benefit Pension Plan; or (b) enjoin any suit, action or proceeding (i) for breach of such fiduciary duty or (ii) to enforce a judgment, decree or order issued in any such action or proceeding (including by setoff), or to enforce a judgment lien based in such judgment.

In accordance with the terms and conditions of the Global Settlement Term Sheet, in addition to satisfying the minimum funding standards pursuant to 26 U.S.C. § 412 and 29 U.S.C. § 1082, the Reorganized Debtors will make excess contributions to the Pension Plans in the amount of $18,000,000 to be paid half on June 30, 2017 and the remaining half on June 30, 2018, the amounts of which will be allotted among the Pension Plans in proportion to the dollar amount of their underfunding calculated on a termination basis. Additionally, Reorganized ANR will elect not to create a prefunding balance associated with these excess contributions.

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4. Continuation of Workers’ Compensation Programs

From and after the Effective Date: (a) the Reorganized Debtors will continue to administer and pay all valid claims for benefits and liabilities arising under the Debtors’ workers’ compensation programs for which the Debtors or the Reorganized Debtors are responsible under applicable state workers’ compensation law as of the Effective Date, regardless of when the applicable injuries occurred, in accordance with the Debtors’ prepetition practices and procedures, applicable Insurance Contracts, plan documents and governing state workers’ compensation law; and (b) nothing in the Plan shall discharge, release or relieve the Debtors or the Reorganized Debtors from any current or future liability under applicable state workers’ compensation law in the jurisdictions where the Debtors or the Reorganized Debtors participate in workers’ compensation programs, except for those obligations assumed by NewCo pursuant to the Stalking Horse APA. The Debtors and the Reorganized Debtors, as applicable, expressly reserve the right to challenge the validity of any claim for benefits or liabilities arising under any workers’ compensation program.

5. Black Lung Excise Taxes

Following the Effective Date, the Reorganized Debtors shall continue to pay Black Lung Excise Taxes irrespective of when such Taxes arise.

N. Corporate Action

The Restructuring Transactions; the adoption of new or amended and restated certificates of incorporation and bylaws (or comparable constituent documents) for Reorganized ANR and the other Reorganized Debtors; the initial selection of directors and officers for each Reorganized Debtor; the transactions contemplated in the Stalking Horse APA; the Reorganized Debtors’ receipt of the Exit Funding; the entry into the Exit Facility and receipt of the proceeds thereof; the issuance and Distribution of Reorganized ANR Common Stock, the Reorganized ANR Preferred Interests, the Reorganized ANR Contingent Revenue Payment, the NewCo Equity and the NewCo Warrants; the Distribution of Cash and interests pursuant to the Plan; the adoption, execution, delivery and implementation of all contracts, leases, instruments, releases and other agreements or documents related to any of the foregoing; the adoption, execution and implementation of employment, retirement and indemnification agreements, incentive compensation programs, retirement income plans, welfare benefit plans and other employee plans and related agreements; and the other matters provided for under the Plan involving the corporate structure of the Debtors and the Reorganized Debtors or corporate action to be taken by or required of a Debtor or a Reorganized Debtor will be deemed to occur and be effective as of the Effective Date, if no such other date is specified in such other documents, and will be authorized and approved in all respects and for all purposes without any requirement of further action by the Debtors, the Reorganized Debtors or any other Person or entity.

O. Special Provisions Regarding Insured Claims

1. Limitations on Amounts to Be Distributed to Holders of Allowed Insured Claims

Distributions, if any, under the Plan to each holder of an Allowed Insured Claim will be in accordance with the treatment provided under the Plan for the Class in which such Allowed Insured Claim is classified, but solely to the extent that such Allowed Insured Claim is not satisfied from proceeds payable to the holder thereof under any pertinent Insurance Contracts and applicable law. Nothing in this Section IV.O will constitute a waiver of any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action or liabilities that any Person may hold against any other Person, including the Insurers; provided, however, that nothing herein shall create a direct right of action by the holder of an Insured Claim against an Insurer.

2. Assumption and Continuation of Insurance Contracts

From and after the Effective Date, each of the Insurance Contracts will be assumed by the applicable Reorganized Debtor pursuant to section 365 of the Bankruptcy Code or continued in accordance with its terms, with rights and obligations under such policy such that each of the parties’ contractual, legal and equitable rights under each Insurance Contract shall remain unaltered, and the successors to the Debtor parties to each

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Insurance Contract will continue to be bound by such Insurance Contract as if the Chapter 11 Cases had not occurred. Nothing in the Plan shall affect, impair or prejudice the rights and defenses of the Insurers or the Reorganized Debtors under the Insurance Contracts in any manner, and such Insurers and Reorganized Debtors shall retain all rights and defenses under the Insurance Contracts, and the Insurance Contracts shall apply to, and be enforceable by and against, the Reorganized Debtors and the applicable Insurer(s) as if the Chapter 11 Cases had not occurred. In addition, notwithstanding anything to the contrary in the Plan, nothing in the Plan (including any other provision that purports to be preemptory or supervening), shall in any way operate to, or have the effect of, impairing any party’s legal, equitable or contractual rights and/or obligations under any Insurance Contract, if any, in any respect. Any such rights and obligations shall be determined under the Insurance Contracts, any agreement of the parties and applicable law.

P. Cancellation and Surrender of Instruments, Securities and Other Documentation

1. Notes

Except as provided in any contract, instrument or other agreement or document entered into or delivered in connection with the Plan or as otherwise provided for herein, on the Effective Date and concurrently with the applicable Distributions made pursuant to Article V, the Indentures and the Notes will be deemed canceled and of no further force and effect against the Debtors, without any further action on the part of any Debtor. The holders of the Notes will have no rights against the Debtors, their Estates or their Assets arising from or relating to such instruments and other documentation or the cancellation thereof, except the rights provided pursuant to the Plan; provided, however, that no Distribution under the Plan will be made to or on behalf of any holder of an Allowed Noteholder Claim until such Notes are surrendered to and received by the applicable Third Party Disbursing Agent to the extent required in Section V.K. Notwithstanding the foregoing and anything contained in the Plan, the applicable provisions of the Indentures will continue in effect solely for the purposes of (a) allowing the Indenture Trustees or other Disbursing Agents to make Distributions on account of Noteholder Claims as provided in Section V.D and deduct therefrom such reasonable compensation, fees and expenses due thereunder or incurred in making such Distributions, to the extent not paid by the Debtors or the Reorganized Debtors and authorized under such Indentures; and (b) allowing the Indenture Trustees to seek compensation and/or reimbursement of fees and expenses in accordance with the terms of the Plan (and any and all indemnification provisions in the Indentures shall explicitly survive the occurrence of the Confirmation Date and the Effective Date until all such fees and expenses are paid). Except as otherwise provided herein the Reorganized Debtors shall not have any obligations to any Indenture Trustee for any fees, costs or expenses.

2. Old Common Stock

The Old Common Stock of ANR shall be deemed canceled and of no further force and effect on the Effective Date. The holders of or parties to such canceled securities and other documentation will have no rights arising from or relating to such securities and other documentation or the cancellation thereof, except the rights provided pursuant to the Plan.

Q. Release of Liens

Except as otherwise provided in the Plan or in any contract, instrument, release or other agreement or document entered into or delivered in connection with the Plan, or where a Claim is Reinstated, on the Effective Date, all Liens against the property of any Estate will be deemed fully released and discharged, and all of the right, title and interest of any holder of such Liens, including any rights to any collateral thereunder, will revert to the applicable Reorganized Debtor and its successors and assigns. As of the Effective Date: (a) the holders of such Liens will be authorized and directed to release any collateral or other property of the Estates (including any cash collateral) held by such holder and to take such actions as may be requested by the Reorganized Debtors to evidence the release of such Lien, including the execution, delivery, filing or recording of such releases as may be requested by the Reorganized Debtors; and (b) the Reorganized Debtors shall be authorized to execute and file on behalf of creditors Form UCC-3 termination statements or such other forms as may be necessary or appropriate to implement the provisions of this Section IV.Q.

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R. Effectuating Documents; Further Transactions

The president, chief executive officer, chief financial officer, treasurer or any vice president of each Debtor or Reorganized Debtor, as applicable, shall be authorized to execute, deliver, file or record such contracts, instruments, releases and other agreements or documents and take such actions as may be necessary or appropriate to effectuate and implement the provisions of the Plan. The secretary or any assistant secretary of each Debtor or Reorganized Debtor will be authorized to certify or attest to any of the foregoing actions.

S. Exemption from Certain Transfer Taxes

Pursuant to section 1146(a) of the Bankruptcy Code, the following will not be subject to any stamp Tax, real estate transfer Tax, mortgage recording Tax, filing fee, sales or use Tax or similar Tax: (a) the issuance, transfer or exchange of Reorganized ANR Common Stock; (b) the creation of any mortgage, deed of trust, Lien or other security interest; (c) the making or assignment of any lease or sublease; (d) the execution and delivery of the Exit Facility; (e) any Restructuring Transaction, including (i) the NewCo Asset Sale contemplated in the Stalking Horse APA and (ii) any transfers or distributions pursuant to the Plan; (f) any sale of Assets by the Debtors under section 363 of the Bankruptcy Code that closes in connection with the Plan, including the transfer of assets to NewCo as part of the NewCo Asset Sale; and (g) the making or delivery of any deed or other instrument of transfer under, in furtherance of or in connection with the Plan or the NewCo Asset Sale, including any merger agreements, agreements of consolidation, restructuring, reorganization, transfer, disposition, conversion, liquidation or dissolution, deeds, bills of sale or assignments, applications, certificates or statements executed or filed in connection with any of the foregoing or pursuant to the Plan. The Confirmation Order shall direct the appropriate state or local governmental officials or agents to forgo the collection of any such Tax and to accept for filing and recordation instruments or other documents pursuant to such transfers of property without the payment of any such Tax.

T. Compliance with Federal Securities Laws

Subject to section 1145 of the Bankruptcy Code and other applicable sections of the Bankruptcy Code, and except as otherwise expressly provided in the Plan, nothing in the Plan, the Confirmation Order or related documents relieves any Person from complying with applicable federal securities laws.

ARTICLE V

PROVISIONS REGARDING DISTRIBUTIONS UNDER THE PLAN

A. Distributions for Claims Allowed as of the Effective Date

Except as otherwise provided in this Article V, Distributions to be made on the Effective Date to holders of Claims as provided by Article II that are Allowed as of the Effective Date shall be deemed made on the Effective Date if made on the Effective Date or as promptly thereafter as practicable, but in any event no later than: (a) 60 days after the Effective Date; or (b) with respect to any particular Claim, such later date when the applicable conditions of Section II.G.3 (regarding cure payments for Executory Contracts and Unexpired Leases being assumed), Section V.F.2 (regarding undeliverable Distributions) or Section V.K (regarding surrender of canceled instruments and securities), as applicable, are satisfied. Distributions on account of Claims that become Allowed Claims after the Effective Date will be made pursuant to Section VI.D.

B. Method of Distributions to Holders of Claims

The Reorganized Debtors, or such Third Party Disbursing Agents as the Reorganized Debtors may employ in their sole discretion, will make all Distributions of Cash, securities, interests and other instruments or documents required under the Plan. Each Disbursing Agent will serve without bond, and any Disbursing Agent may employ or contract with other entities to assist in or make the Distributions required by the Plan. The duties of any Third Party Disbursing Agent shall be set forth in the applicable agreement retaining such Third Party Disbursing Agent.

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C. Distributions of the NewCo Contribution

NewCo shall provide the NewCo Contribution to the designated Disbursing Agent on or before the Effective Date consistent with the Restructuring Transactions. Distributions of the NewCo Contribution on account of Allowed Category 1 General Unsecured Claims, Allowed Category 2 General Unsecured Claims and Allowed Secured Second Lien Noteholder Claims, as applicable, in accordance with Sections II.B.3, II.B.6, II.B.7 and II.B.8, shall be made through the facilities of DTC or, if applicable, by such Third Party Disbursing Agent on the Effective Date.

D. Distributions on Account of Allowed Noteholder Claims

Distributions on account of Allowed Noteholder Claims shall be made (a) to the respective Indenture Trustees or (b) with the prior written consent of any Indenture Trustee, through the facilities of DTC or, if applicable, another Third Party Disbursing Agent. If a Distribution is made to an Indenture Trustee, such Indenture Trustee, in its capacity as Third Party Disbursing Agent, shall administer the Distributions in accordance with the Plan and the applicable Indenture and be compensated in accordance with Section V.E below. Notwithstanding anything set forth herein, in the Disclosure Statement or the Confirmation Order, the Second Lien Notes Trustee shall not be required or otherwise obligated to distribute the NewCo Contribution or any other securities or distributions contemplated by the Plan unless such distributions meet the eligibility requirements of DTC.

E. Compensation and Reimbursement for Services Related to Distributions

Each Third Party Disbursing Agent providing services related to Distributions pursuant to the Plan will receive from the Reorganized Debtors, without further Bankruptcy Court approval, reasonable compensation for such services and reimbursement of reasonable out-of-pocket expenses incurred in connection with such services. These payments will be made by the Reorganized Debtors and will not be deducted from Distributions to be made pursuant to the Plan to holders of Allowed Claims receiving Distributions from a Third Party Disbursing Agent. For purposes of reviewing the reasonableness of the fees and expenses of any Third Party Disbursing Agent, the Reorganized Debtors shall be provided with copies of invoices of each Third Party Disbursing Agent in the form typically rendered in the regular course of the applicable Third Party Disbursing Agent’s business but with sufficient detail that reasonableness may be assessed. To the extent that there are any disputes that the Reorganized Debtors are unable to resolve with a Third Party Disbursing Agent, the Reorganized Debtors may submit such dispute to the Bankruptcy Court for resolution.

F. Delivery of Distributions and Undeliverable or Unclaimed Distributions

1. Delivery of Distributions

Distributions to holders of Allowed Claims will be made by a Disbursing Agent: (a) at the addresses set forth on the respective proofs of Claim Filed by holders of such Claims; (b) as provided in Section V.D; (c) at the addresses set forth in any written certification of address change delivered to the Claims and Balloting Agent or the applicable Disbursing Agent, as applicable, after the date of Filing of any related proof of claim; (d) at the addresses reflected in the applicable Debtor’s Schedules if no proof of Claim has been Filed and neither the Claims and Balloting Agent nor the applicable Disbursing Agent has received a written notice of a change of address; or (e) if clauses (a) through (d) are not applicable, at the last address directed by such holder in a Filing made after such Claim becomes an Allowed Claim.

2. Undeliverable Distributions Held by Disbursing Agents

a. Holding of Undeliverable Distributions

If any Distribution to a holder of an Allowed Claim is returned to a Disbursing Agent as undeliverable, no further Distributions will be made to such holder unless and until the applicable Disbursing Agent is notified by written certification of such holder’s then-current address. Subject to Section V.F.2.c, Distributions returned to a Disbursing Agent or otherwise undeliverable will remain in the possession of the applicable Disbursing

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Agent pursuant to this Section V.F.2.a until such time as a Distribution becomes deliverable. Subject to Section V.F.2.c, while remaining in the possession of the applicable Disbursing Agent, undeliverable Distributions will be held for the benefit of the potential claimants of such Distributions.

b. After Distributions Become Deliverable

On each Distribution Date, the applicable Disbursing Agent will make all Distributions that became deliverable to holders of Allowed Claims after the most recent Distribution Date; provided, however, that the applicable Disbursing Agent, in its sole discretion, may establish a record date prior to each Distribution Date, such that only Claims allowed as of the record date will participate in such periodic Distribution. Notwithstanding the foregoing, the applicable Disbursing Agent reserves the right, if it determines a Distribution on any Distribution Date is uneconomical or unfeasible, or is otherwise unadvisable, to postpone a Distribution Date.

c. Failure to Claim Undeliverable Distributions

Any holder of an Allowed Claim that does not assert a claim pursuant to the Plan for an undeliverable Distribution to be made by a Disbursing Agent within one year after the later of (a) the Effective Date and (b) the last date on which a Distribution was deliverable to such holder will have its claim for such undeliverable Distribution discharged and will be forever barred from asserting any such claim against the Debtors or the Reorganized Debtors. Unclaimed Distributions that are undeliverable and unclaimed Distributions otherwise deliverable to holders of Allowed Claims shall be retained by, or, if held by a Third Party Disbursing Agent, returned to, Reorganized ANR and shall become the property of Reorganized ANR, free of any restrictions thereon; provided, however, that with respect to unclaimed Distributions that are undeliverable and unclaimed Distributions otherwise deliverable and that were to be distributed to holders of Allowed Category 1 General Unsecured Claims or Allowed Category 2 General Unsecured Claims pursuant to the Plan, shall not be retained by, or returned to the Reorganized Debtors, but shall instead be distributed Pro Rata to Holders of Allowed Category 1 General Unsecured Claims or Allowed Category 2 General Unsecured Claims that are receiving Distributions pursuant to the terms of the Plan. Nothing contained in the Plan will require any Debtor, any Reorganized Debtor or any Disbursing Agent to attempt to locate any holder of an Allowed Claim.

G. Timing and Calculation of Amounts to Be Distributed

1. Distributions to Holders of Allowed Claims

Subject to Section V.A, on the Effective Date, each holder of an Allowed Claim will receive the full amount of the Distributions that the Plan provides for Allowed Claims in the applicable Class. On each Distribution Date, Distributions also will be made, pursuant to Section VI.D, to holders of Claims that previously were Disputed Claims that were allowed after the most recent Distribution Date. Such periodic Distributions also shall be in the full amount that the Plan provides for Allowed Claims in the applicable Class. Distribution Dates shall occur no less frequently than once per year.

2. Interest on Claims

Except as otherwise specifically provided for in the Plan, or required by bankruptcy law, the Debtors, the Estates and the Reorganized Debtors shall have no obligation to pay any amount that constitutes or is attributable to interest on an Allowed Claim accrued after the Petition Date and no holder of a Claim shall be entitled to be paid any amount that constitutes or is attributable to interest accruing on or after the Petition Date on any Claim without regard to the characterization of such amounts in any document or agreement or to whether such amount has accrued for federal income tax purposes. Any amount that constitutes or is attributable to interest that has been accrued and has not been paid by the Debtors, the Estates or the Reorganized Debtors shall be cancelled as of the Effective Date for federal income tax purposes.

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3. De Minimis Distributions

No Distribution shall be made by the Disbursing Agent on account of an Allowed Claim if the amount to be distributed to the holder of such Claim on the applicable Distribution Date has an economic value of less than $25.

H. Distribution Record Date

1. A Disbursing Agent will have no obligation to, and will not, recognize the transfer of, or the sale of any participation in, any Allowed Claim that occurs after the Distribution Record Date and will be entitled for all purposes herein to recognize and make Distributions only to those holders of Allowed Claims that are holders of such Claims, or participants therein, as of the Distribution Record Date.

2. As of the close of business on the Distribution Record Date, each transfer register for the Notes, as maintained by the respective Indenture Trustees, will be closed. The applicable Disbursing Agent will have no obligation to, and will not, recognize the transfer or sale of any Noteholder Claim that occurs after the close of business on the Distribution Record Date and will be entitled for all purposes herein to recognize and make Distributions only to those holders who are holders of such Claims as of the close of business on the Distribution Record Date.

3. Except as otherwise provided in a Final Order, the transferees of Claims that are transferred pursuant to Bankruptcy Rule 3001 prior to the Distribution Record Date will be treated as the holders of such Claims for all purposes, notwithstanding that any period provided by Bankruptcy Rule 3001 for objecting to such transfer has not expired by the Distribution Record Date.

I. Means of Cash Payments

Except as otherwise specified herein, all Cash payments made pursuant to the Plan shall be in U.S. currency and made by check drawn on a domestic bank selected by the Disbursing Agent or, at the option of the Disbursing Agent, by wire transfer, electronic funds transfer or ACH from a domestic bank selected by the Disbursing Agent; provided, however, that Cash payments to foreign holders of Allowed Claims may be made, at the option of the Disbursing Agent, in such funds and by such means as are necessary or customary in a particular foreign jurisdiction.

J. Establishment of Reserves and Provisions Governing Same

Prior to the Confirmation Date, the Debtors shall File a motion to establish any reserves and procedures related thereto that they deem necessary or advisable, after consultation with counsel to the Creditors’ Committee and counsel to the First Lien Agent, to make Distributions to holders of Allowed Claims or otherwise to satisfy related obligations under the Plan. Any Distributions held in reserve pursuant to this Section V.J shall be held in escrow until distributed pursuant to the Plan.

The Disbursing Agent shall vote, and shall be deemed to vote, any Reorganized ANR Common Stock held by it in any reserve in its capacity as Disbursing Agent in the same proportion as all outstanding shares of Reorganized ANR Common Stock properly cast in a shareholder vote.

Cash dividends and other distributions received by the Disbursing Agent on account of any Reorganized ANR Common Stock held in any reserve pursuant to this Section V.J will (a) be deposited in a segregated bank account in the name of the Disbursing Agent for the benefit of holders of the applicable Allowed Claims; (b) be accounted for separately; and (c) not constitute property of the Reorganized Debtors.

Any reserve established for Disputed Claims is intended to be treated, for U.S. federal income Tax purposes, as a disputed ownership fund within the meaning of Treasury Regulations section 1.468B-9(b)(1).

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K. Surrender of Canceled Instruments or Securities

Except as provided in any contract, instrument or other agreement or document entered into or delivered in connection with the Plan, on the Effective Date and concurrently with the applicable Distributions made pursuant to the Plan, all outstanding common stock, Notes, Indentures, instruments and securities issued by any of the Debtors will be canceled and of no further force and effect, without any further action on the part of the Bankruptcy Court, any Debtor or any Reorganized Debtor. The holders of or parties to such canceled instruments and securities will have no rights arising from or relating to such instruments and securities or the cancellation thereof, except the rights provided pursuant to the Plan.

L. Withholding and Reporting Requirements

1. In connection with the Plan, to the extent applicable, each Disbursing Agent will comply with all applicable Tax withholding and reporting requirements imposed by any Governmental Unit, and all Distributions pursuant to the Plan will be subject to applicable withholding and reporting requirements. Notwithstanding any provision in the Plan to the contrary, each Disbursing Agent will be authorized to take any actions that may be necessary or appropriate to comply with such withholding and reporting requirements, including, without limitation, applying a portion of any Cash Distribution to be made under the Plan to pay applicable withholding Taxes, liquidating a portion of any non-Cash Distribution to be made under the Plan to generate sufficient funds to pay applicable withholding Taxes or establishing any other mechanisms the Disbursing Agent believes are reasonable and appropriate, including requiring Claim holders to submit appropriate Tax and withholding certifications (such as IRS Forms W-9 and the appropriate IRS Forms W-8, as applicable) and/or requiring Claim holders to pay the withholding Tax amount to the Disbursing Agent in Cash as a condition of receiving any non-Cash Distributions under the Plan. Any amounts withheld pursuant to this Section shall be deemed to have been distributed and received by the applicable recipient for all purposes of the Plan. To the extent that any Claim holder fails to submit appropriate Tax and withholding certifications as required by the Disbursing Agent, such Claim holder’s Distribution may, in the Disbursing Agent’s reasonable discretion, be deemed undeliverable and subject to Section V.F.

2. Notwithstanding any other provision of the Plan, each Person receiving a Distribution pursuant to the Plan will have sole and exclusive responsibility for the satisfaction and payment of any Tax obligations imposed on it by any Governmental Unit on account of the Distribution, including income, withholding and other Tax obligations.

3. The Debtors reserve, and the Reorganized Debtors shall have, the right to allocate and distribute all Distributions made under the Plan in compliance with all applicable wage garnishments, alimony, child support and other spousal awards, Liens and similar encumbrances.

M. Setoffs

Except with respect to claims of a Debtor or a Reorganized Debtor released pursuant to the Plan or any contract, instrument, release or other agreement or document entered into or delivered in connection with the Plan, each Reorganized Debtor or, as instructed by a Reorganized Debtor, a Third Party Disbursing Agent may, pursuant to section 553 of the Bankruptcy Code or applicable nonbankruptcy law, set off against any Allowed Claim and the Distributions to be made pursuant to the Plan on account of such Claim (before any Distribution is made on account of the Claim) the claims, rights and Causes of Action of any nature that the applicable Debtor or Reorganized Debtor may hold against the holder of such Claim; provided, however, that neither the failure to effect a setoff nor the allowance of any Claim hereunder will constitute a waiver or release by the applicable Debtor or Reorganized Debtor of any claims, rights and Causes of Action that the Debtor or Reorganized Debtor may possess against the Claim holder. The First Lien Lender Remaining Diminution Claim shall not be subject to setoff.

N. Application of Distributions

To the extent applicable, all Distributions to a holder of an Allowed Claim will apply first to the principal amount of such Claim until such principal amount is paid in full and then to any interest accrued on such Claim prior to the Petition Date, and the remaining portion of such Distributions, if any, will apply to any interest accrued on such Claim after the Petition Date.

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ARTICLE VI

PROCEDURES FOR RESOLVING DISPUTED CLAIMS

A. Claims Oversight Committee

Prior to the Effective Date, the Creditors’ Committee shall designate three individuals to serve as the Claims Oversight Committee. The duties of the Claims Oversight Committee shall be to oversee: (a) the allowance of, and objections to, General Unsecured Claims; (b) the resolution of Disputed General Unsecured Claims, including rejection damage Claims and litigation Claims; (c) the establishment and maintenance of sufficient reserves for Disputed Category 1 General Unsecured Claims and Disputed Category 2 General Unsecured Claims; (d) the timing and amount of Distributions made to unsecured creditors holding Allowed Category 1 General Unsecured Claims and Allowed Category 2 General Unsecured Claims; and (e) unclaimed or undeliverable Distributions to unsecured creditors holding Allowed Category 1 General Unsecured Claims and Allowed Category 2 General Unsecured Claims under the terms of the Plan. The Claims Oversight Committee shall have consent rights (subject to the Debtors’ ability to seek a determination by the Bankruptcy Court that the Claims Oversight Committee has unreasonably withheld its consent) with respect to, and the right to appear and be heard regarding, any and all of the foregoing matters. The Claims Oversight Committee shall have the right to appear and be heard on any of the foregoing matters and the right to retain Claims Oversight Committee Professionals consisting of (a) one primary counsel, (b) one local or conflicts counsel and (c) one financial consultant. The reasonable and documented fees and expenses of Claims Oversight Committee Professionals (and any other costs), up to an aggregate amount equal to the Claims Oversight Committee Professionals Fee Cap (and, under no circumstances, in excess of the Claims Oversight Committee Professionals Fee Cap), shall be paid by the Reorganized Debtors. To facilitate the payment of such fees and expenses, on the Effective Date, $1.0 million of Cash shall be placed into the Claims Oversight Escrow Account.

B. Treatment of Disputed Claims

1. Tort Claims

At the Debtors’ or, after the Effective Date, the Reorganized Debtors’ option, any unliquidated Tort Claim (as to which a proof of Claim or request for payment of an Administrative Claim was timely Filed in the Chapter 11 Cases) not resolved through a Final Order of the Bankruptcy Court will be determined and liquidated in the administrative or judicial tribunal(s) in which it is pending on the Effective Date or, if no action was pending on the Effective Date, in any administrative or judicial tribunal of appropriate jurisdiction. The Debtors or the Reorganized Debtors, as applicable, may exercise the above option by service upon the holder of the applicable Tort Claim of a notice informing the holder of such Tort Claim that the Debtors or the Reorganized Debtors have exercised such option. Upon a Debtor’s or Reorganized Debtor’s service of such notice, the automatic stay provided under section 362 of the Bankruptcy Code or, after the Effective Date, the discharge injunction, will be deemed modified, without the necessity for further Bankruptcy Court approval, solely to the extent necessary to allow the parties, including any Insurer, to determine or liquidate the Tort Claim in the applicable administrative or judicial tribunal(s). Notwithstanding the foregoing, at all times prior to or after the Effective Date, to the fullest extent permitted by law, the Bankruptcy Court will retain jurisdiction relating to Tort Claims, including the Debtors’ right to have such Claims liquidated or estimated in the Bankruptcy Court (or the District Court) pursuant to section 157(b)(2)(B) of title 28 of the United States Code, as may be applicable. Subject to Section VI.A, any Tort Claim determined and liquidated pursuant to a judgment obtained in accordance with this Section VI.B.1 and applicable nonbankruptcy law that is no longer appealable or subject to review will be deemed an Allowed Category 1 General Unsecured Claim against the applicable Debtor in such liquidated amount, provided that only the amount of such Allowed Claim that is less than or equal to the Debtor’s self-insured retention or deductible in connection with any applicable Insurance Contract or is not otherwise satisfied from proceeds of insurance payable to the holder of such Allowed Claim under the Debtors’ Insurance Contracts will be treated as an Allowed Claim for the purposes of Distributions under the Plan. In no event will a Distribution be made under the Plan to the holder of a Tort Claim on account of any portion of an Allowed Claim in excess of the applicable Debtor’s deductible or self-insured retention under any applicable Insurance Contract. In the event a Tort Claim is determined and liquidated pursuant

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to a judgment or order that is obtained in accordance with this Section VI.B.1 and is no longer appealable or subject to review, and applicable nonbankruptcy law provides for no recovery against the applicable Debtor, such Tort Claim will be deemed expunged without the necessity for further Bankruptcy Court approval upon the applicable Debtor’s service of a copy of such judgment or order upon the holder of such Tort Claim, provided, however, that nothing in this sentence shall, or shall be deemed to, modify, alter or otherwise affect the rights of any Insurer under any Insurance Contract. Nothing contained in this Section will constitute or be deemed a waiver of any claim, right or Cause of Action that a Debtor may have against any Person or entity in connection with or arising out of any Tort Claim, including but not limited to any rights under section 157(b)(5) of title 28 of the United States Code. All claims, demands, rights, defenses and Causes of Action that the Debtors or the Reorganized Debtors may have against any Person in connection with or arising out of any Tort Claim are expressly retained and preserved.

2. Disputed Insured Claims

The resolution of Disputed Insured Claims, including Tort Claims, pursuant to this Section VI.B shall be subject to the provisions of Section IV.O.

3. No Distributions Until Allowance

Notwithstanding any other provision of the Plan, no Distributions will be made on account of a Disputed Claim until such Claim (or a portion of such Claim) becomes an Allowed Claim, if ever.

C. Prosecution of Objections to Claims

1. Objections to Claims

Subject to Section VI.A, all objections to Claims must be Filed and served on the holders of such Claims, and any amendment to the Schedules to reduce any scheduled Claim must be made by the Debtors or the Reorganized Debtors by the Claims Objection Bar Date. If an objection to a Claim has not been Filed or an amendment to the Schedules has not been made by the Claims Objection Bar Date, the particular Claim will be treated as an Allowed Claim in the amount specified in a timely filed proof of Claim or the amount scheduled, as applicable, if such Claim has not been allowed earlier in a different amount.

2. Extension of Claims Objection Bar Date

The Reorganized Debtors may seek authorization to extend the Claims Objection Bar Date for some or all Disputed Claims for cause through the Filing of a motion with the Bankruptcy Court.

3. Authority to Prosecute Objections

Subject to Section VI.A, on or after the Effective Date, only the Reorganized Debtors will have the authority to File, settle, compromise, withdraw or litigate to judgment objections to Claims. On or after the Effective Date, the Reorganized Debtors, and only the Reorganized Debtors, may settle or compromise any Disputed Claim or any objection or controversy relating to any Claim without approval of the Bankruptcy Court.

4. Authority to Amend Schedules

Subject to Section VI.A, the Debtors or the Reorganized Debtors, as applicable, will have the authority to amend the Schedules with respect to any Claim and to make Distributions based on such amended Schedules without approval of the Bankruptcy Court. If any such amendment to the Schedules reduces the amount of a Claim or changes the nature or priority of a Claim, the Debtors or the Reorganized Debtors will provide the holder of such Claim with notice of such amendment and parties in interest will have 30 days to File an objection to such amendment with the Bankruptcy Court. If no such objection is Filed, the applicable Disbursing Agent may proceed with Distributions based on such amended Schedules without approval of the Bankruptcy Court.

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D. Distributions on Account of Disputed Claims Once Allowed

Distributions on account of Disputed Claims that become Allowed Claims after the Effective Date shall be made in accordance with Article V of the Plan.

ARTICLE VII

CONSOLIDATION

A. Consolidation

Pursuant to the Confirmation Order, the Bankruptcy Court will approve the limited administrative consolidation of the Debtors solely for the purpose of implementing the Plan, including for purposes of voting, assessing whether Confirmation standards have been met, calculating and making Distributions under the Plan and filing post-Confirmation reports and paying quarterly fees to the Office of the United States Trustee. Pursuant to such order, as of the Effective Date: (a) all assets and liabilities of the Debtors will be deemed merged; (b) all guarantees by one Debtor of the obligations of any other Debtor will be deemed eliminated so that any Claim against any Debtor and any guarantee thereof executed by any other Debtor and any joint or several liability of any of the Debtors will be deemed to be one obligation of the consolidated Debtors; (c) each and every Claim Filed or to be Filed in the Chapter 11 Case of any Debtor will be deemed Filed against the consolidated Debtors and will be deemed one Claim against and a single obligation of the consolidated Debtors, and the Debtors may file and the Bankruptcy Court will sustain objections to Claims for the same liability that are Filed against multiple Debtors; and (d) Intercompany Claims between Debtors will be eliminated and extinguished. Such administrative consolidation (other than for the purpose of implementing the Plan) shall not affect (a) the legal and corporate structures of the Debtors, subject to the right of the Debtors to effect the Restructuring Transactions as provided in Section IV.B; (b) the vesting of Assets in the Reorganized Debtors; (c) the right to distributions from any Insurance Contracts or the proceeds thereof; or (d) the rights of any Person to contest alleged setoff or recoupment efforts on the grounds of lack of mutuality under section 553 of the Bankruptcy Code and otherwise applicable law.

B. Order Granting Consolidation

This Plan serves as a motion seeking entry of an order consolidating the Debtors, as described and to the limited extent set forth in Section VII.A. Unless an objection to such consolidation is made in writing by any creditor or claimant affected by the Plan, Filed with the Bankruptcy Court and served on the parties listed in Section IX.F on or before the Voting Deadline, or such other date as may be fixed by the Bankruptcy Court, the consolidation order (which may be the Confirmation Order) may be entered by the Bankruptcy Court. In the event any such objections are timely Filed, a hearing with respect thereto will occur at the Confirmation Hearing.

ARTICLE VIII

RETENTION OF JURISDICTION

Pursuant to sections 105(c) and 1142(b) of the Bankruptcy Code and notwithstanding entry of the Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court will retain exclusive jurisdiction over all matters arising out of, and related to, the Chapter 11 Cases and the Plan to the fullest extent permitted by law, including, among other things, jurisdiction to:

A. Allow, disallow, estimate, determine, liquidate, reduce, classify, re-classify, estimate or establish the priority or secured or unsecured status of any Claim or Interest, including the resolution of (1) any request for payment of any Administrative Claim, (2) any and all objections to the amount, allowance, priority or classification of Claims or Interests and (3) any controversies between the Reorganized Debtors and the Claims Oversight Committee in connection with any of the foregoing;

B. Either grant or deny any applications for allowance of compensation or reimbursement of expenses authorized pursuant to the Bankruptcy Code or the Plan for periods ending on or before the Effective Date;

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C. Resolve any matters related to the assumption, assumption and assignment, or rejection of any Executory Contract or Unexpired Lease to which any Debtor is a party or with respect to which any Debtor or Reorganized Debtor may be liable, including in connection with the Stalking Horse APA and the NewCo Asset Sale, and to hear, determine and, if necessary, liquidate any Claims arising therefrom, including any Cure Amount Claims;

D. Ensure that Distributions to holders of Allowed Claims are accomplished pursuant to the provisions of the Plan and resolve any controversies between the Reorganized Debtors and the Claims Oversight Committee in connection with the foregoing;

E. Decide or resolve any motions, adversary proceedings, contested or litigated matters and any other matters and either grant or deny any applications involving any Debtor or any Reorganized Debtor that may be pending on the Effective Date or brought thereafter;

F. Enter such orders as may be necessary or appropriate to implement or consummate the provisions of the Plan and all contracts, instruments, releases and other agreements or documents entered into or delivered in connection with the Plan, the Disclosure Statement and the Confirmation Order, including, but not limited to, the Stalking Horse APA, the Global Settlement and the Resolution of Reclamation Obligations;

G. Resolve any cases, controversies, suits or disputes that may arise in connection with the consummation, interpretation or enforcement of the Plan or any contract, instrument, release or other agreement or document that is entered into or delivered pursuant to the Plan, including the Stalking Horse APA, or any Person’s rights arising from or obligations incurred in connection with the Plan;

H. Modify the Plan before or after the Effective Date pursuant to section 1127 of the Bankruptcy Code; modify the Disclosure Statement, the Confirmation Order or any contract, instrument, release or other agreement or document entered into or delivered in connection with the Plan, the Disclosure Statement or the Confirmation Order, including the Stalking Horse APA; or remedy any defect or omission or reconcile any inconsistency in any Bankruptcy Court order, the Plan, the Disclosure Statement, the Confirmation Order or any contract, instrument, release or other agreement or document entered into, delivered or created in connection with the Plan, the Disclosure Statement or the Confirmation Order, including the Stalking Horse APA, in such manner as may be necessary or appropriate to consummate the Plan;

I. Issue injunctions, enforce the injunctions contained in the Plan and the Confirmation Order, enter and implement other orders or take such other actions as may be necessary or appropriate to restrain interference by any Person with consummation, implementation or enforcement of the Plan, the Confirmation Order or the Stalking Horse APA;

J. Enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason or in any respect modified, stayed, reversed, revoked or vacated or Distributions pursuant to the Plan are enjoined or stayed;

K. Determine any other matters that may arise in connection with or relate to the Plan, the Disclosure Statement, the Confirmation Order or any contract, instrument, release or other agreement or document entered into or delivered in connection with the Plan, the Disclosure Statement or the Confirmation Order, including the Stalking Horse APA;

L. Enforce or clarify any orders previously entered by the Bankruptcy Court in the Chapter 11 Cases;

M. Enter a final decree or decrees closing the Chapter 11 Cases;

N. Determine matters concerning state, local and federal Taxes in accordance with sections 346, 505 and 1146 of the Bankruptcy Code, including any Disputed Claims for Taxes;

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O. Recover all assets of the Debtors and their Estates, wherever located; and

P. Hear any other matter not inconsistent with the Bankruptcy Code.

ARTICLE IX

MISCELLANEOUS PROVISIONS

A. Modification of the Plan

Subject to section 1127 of the Bankruptcy Code, the Debtors reserve the right to alter, amend or modify the Plan before the Effective Date; provided, however, that the Debtors shall not be permitted to alter, amend or modify any condition precedent to entry of the Confirmation Order or to the Effective Date (or this Section IX.A as it relates to the foregoing) without the consent of each of the parties referenced with respect to such condition precedent.

B. Revocation of the Plan

The Debtors reserve the right to revoke or withdraw the Plan prior to the Confirmation Date. If the Debtors revoke or withdraw the Plan, or if the Confirmation Date does not occur, then the Plan shall be null and void in all respects, and nothing contained in the Plan, nor any action taken or not taken by the Debtors with respect to the Plan, the Disclosure Statement or the Confirmation Order, shall be or shall be deemed to be: (a) a waiver or release of any claims by or against any Debtor; (b) an admission of any sort by any Debtor or any other party in interest; or (c) prejudicial in any manner to the rights of any Debtor or any other party in interest.

C. Severability of Plan Provisions

If any term or provision of the Plan is held by the Bankruptcy Court or any other court of competent jurisdiction to be invalid, void or unenforceable, the Bankruptcy Court, in each case at the election of and with the consent of the Debtors, shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions of the Plan shall remain in full force and effect and shall in no way be affected, impaired or invalidated by such holding, alteration or interpretation. The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of the Plan, as it may have been altered or interpreted in accordance with the foregoing, is: (a) valid and enforceable pursuant to its terms; (b) integral to the Plan and may not be deleted or modified without the Debtors’ consent; and (c) non-severable and mutually dependent.

For the avoidance of doubt, notwithstanding the foregoing, any provision in this Plan or in the Confirmation Order providing (a) that the Restructuring Transactions and the NewCo Sale shall be effected free and clear of any Liabilities, including Black Lung Claims, Coal Act Claims and MEPP Claims not expressly assumed or (b) that NewCo shall not be a successor to any of the Debtors for any purpose other than as expressly provided in the Confirmation Order, is integral to the consummation of the transactions set forth herein (including, without limitation, the NewCo Asset Sale, the NewCo Contribution, and the NewCo ABL Facility) and non-severable from the other provisions of the Plan or the Confirmation Order.

D. Successors and Assigns

Except as expressly provided otherwise in the Plan, the rights, benefits and obligations of any Person named or referred to in the Plan or the Confirmation Order shall be binding on, and shall inure to the benefit of, any heir, executor, administrator, successor or assign, Affiliate, representative, beneficiary or guardian, if any, of each Person.

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E. Plan/Confirmation Order Controls

In the event and to the extent that any provision of the Plan is inconsistent with the provisions of the Disclosure Statement, the provisions of the Plan shall control and take precedence. In the event and to the extent that any provision of the Plan is inconsistent with the provisions of the Confirmation Order, the provisions of the Confirmation Order shall control and take precedence.

F. Service of Documents

Any pleading, notice or other document required by the Plan or the Confirmation Order to be served on or delivered to: (a) the Debtors and the Reorganized Debtors; (b) the Creditors’ Committee; (c) the Retiree Committee; (d) the DIP Agents; (e) the First Lien Agent; (f) the Ad Hoc Committee of Second Lien Noteholders; (g) the Second Lien Notes Trustee; or (h) the UMWA must be sent by overnight delivery service, facsimile transmission, courier service or messenger to:

1. The Debtors and the Reorganized Debtors

David G. Heiman

Carl E. Black

Thomas A. Wilson

JONES DAY

North Point

901 Lakeside Avenue

Cleveland, Ohio 44114

Telephone: (216) 586-3939

Facsimile: (216) 579-0212

Jeffrey B. Ellman

JONES DAY

1420 Peachtree Street, N.E.

Suite 800

Atlanta, Georgia 30309

Telephone: (404) 581-3939

Facsimile: (404) 581-8330

Tyler P. Brown

Henry P. (Toby) Long, III

HUNTON & WILLIAMS LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Telephone: (804) 788-8200

Facsimile: (804) 788-8218

(Counsel to the Debtors and the Reorganized Debtors)

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2. The Creditors’ Committee

Dennis F. Dunne

Evan R. Fleck

Eric K. Stodola

MILBANK, TWEED, HADLEY & McCLOY LLP

28 Liberty Place

New York, New York 10005

Telephone: (212) 530-5000

Andrew M. Leblanc

MILBANK, TWEED, HADLEY & McCLOY LLP

1850 K Street, NW, Suite 1100

Washington, D.C. 20006

Telephone: (202) 835-7500

William A. Gray

W. Ashley Burgess

Roy M. Terry, Jr.

SANDS ANDERSON PC

P.O. Box 1998

Richmond, Virginia 23218-1998

Telephone: (804) 648-1636

(Counsel to the Creditors’ Committee)

3. The Retiree Committee

Lynn Lewis Tavenner

Paula S. Beran

David N. Tabakin

TAVENNER & BERAN, PLC

20 North Eighth Street, Second Floor

Richmond, Virginia 23219

Telephone: (804) 783-8300

Facsimile: (804) 783-0178

John R. Owen

Jeremy D. Capps

Melissa Y. York

HARMAN, CLAYTOR, CORRIGAN & WELLMAN

P.O. Box 70280

Richmond, Virginia 23235

Telephone: (804) 747-5200

Facsimile: (804) 747-6085

(Counsel to the Retiree Committee)

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4. The DIP Agents and the First Lien Agent

Damian S. Schaible

Damon P. Meyer

Bradley A. Schecter

DAVIS POLK & WARDWELL LLP

450 Lexington Avenue

New York, New York 10017

Telephone: (212) 450-4000

Facsimile: (212) 710-5800

Dion W. Hayes

Sarah B. Boehm

K. Elizabeth Sieg

MCGUIREWOODS LLP

800 East Canal Street

Richmond, Virginia 23219

Telephone: (804) 775-1000

Facsimile: (804) 775-1061

(Counsel to the DIP Agents and the First Lien Agent)

5. The Ad Hoc Committee of Second Lien Noteholders

Paul M. Basta

Stephen E. Hessler

Gregory F. Pesce

KIRKLAND & ELLIS LLP

601 Lexington Avenue

New York, New York 10022

Telephone: (212) 446-4800

Facsimile: (212) 446-4900

Michael A. Condyles

Peter J. Barrett

Jeremy S. Williams

KUTAK ROCK LLP

Bank of America Center

1111 East Main Street, Suite 800

Richmond, Virginia 23219-3500

Telephone: (804) 644-1700

Facsimile: (804) 783-6192

(Counsel to the Ad Hoc Committee of Second Lien Noteholders)

6. The Second Lien Notes Trustee

Jayme T. Goldstein

Kenneth Pasquale

Gabriel E. Sasson

STROOCK & STROOCK & LAVAN LLP

180 Maiden Lane

New York, New York 10038-4982

Telephone: (212) 806-5400

Facsimile: (212) 806-6006

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Peter J. Barrett

Jeremy S. Williams

KUTAK ROCK LLP

1111 East Main Street, Suite 800

Richmond, Virginia 23219-3500

Telephone: (804) 644-1700

Facsimile: (804) 783-6192

(Counsel to the Second Lien Notes Trustee)

7. The UMWA

Sharon L. Levine

SAUL EWING LLP

One Riverfront Plaza, Suite 1520

1037 Raymond Boulevard

Newark, New Jersey 07102-5426

Telephone: (973) 286-6713

Troy Savenko

KAPLAN VOEKLER CUNNINGHAM & FRANK, PLC

1401 East Cary Street

Richmond, Virginia 23219

Telephone: (804) 823-4000

(Counsel to the UMWA)

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Dated: May 27, 2016	Respectfully submitted,
	Alpha Natural Resources, Inc., on its own behalf and on behalf of each affiliate Debtor
	By:	/s/ Mark M. Manno
	Name:	Mark M. Manno
	Title:	Executive Vice President, General Counsel and Chief Procurement Officer

COUNSEL:

/s/ Henry P. (Toby) Long, III

Tyler P. Brown (VSB No. 28072)

J.R. Smith (VSB No. 41913)

Henry P. (Toby) Long, III (VSB No. 75134)

Justin F. Paget (VSB No. 77949)

HUNTON & WILLIAMS LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Telephone: (804) 788-8200

Facsimile: (804) 788-8218

David G. Heiman (admitted pro hac vice)

Carl E. Black (admitted pro hac vice)

Thomas A. Wilson (admitted pro hac vice)

JONES DAY

North Point

901 Lakeside Avenue

Cleveland, Ohio 44114

Telephone: (216) 586-3939

Facsimile: (216) 579-0212

Jeffrey B. Ellman (admitted pro hac vice)

JONES DAY

1420 Peachtree Street, N.E.

Suite 800

Atlanta, Georgia 30309

Telephone: (404) 581-3939

Facsimile: (404) 581-8330

ATTORNEYS FOR DEBTORS AND DEBTORS IN POSSESSION

-62-

EX-2.3

Exhibit 2.3

JONES DAY North Point 901 Lakeside Avenue Cleveland, Ohio 44114 Telephone: (216) 586-3939 Facsimile: (216) 579-0212 David G. Heiman (admitted pro hac vice) Carl E. Black (admitted pro hac vice) Thomas A. Wilson (admitted pro hac vice)   -and-   JONES DAY 1420 Peachtree Street, N.E. Suite 800 Atlanta, Georgia 30309 Telephone: (404) 581-3939 Facsimile: (404) 581-8330 Jeffrey B. Ellman (admitted pro hac vice)   Attorneys for Debtors and Debtors in Possession HUNTON & WILLIAMS LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
Telephone: (804) 788-8200
Facsimile: (804) 788-8218
Tyler P. Brown (VSB No. 28072)
J.R. Smith (VSB No. 41913)
Henry P. (Toby) Long, III (VSB No. 75134)
Justin F. Paget (VSB No. 77979)

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. 15-33896 (KRH)   (Jointly Administered)

FIRST MODIFICATIONS TO THE SECOND AMENDED JOINT PLAN

OF REORGANIZATION OF DEBTORS AND DEBTORS IN POSSESSION

The above-captioned debtors and debtors in possession (collectively, the “Debtors”) hereby propose the following non-material additions and modifications to the Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession, dated May 25, 2016 (Docket No. 2527) (the “Plan”), pursuant to section 1127(a) of the Bankruptcy Code, and Section IX.A of the Plan:¹

1. Section I.A.31 of the Plan is modified and restated as follows:

“Black Lung Claims” means any Claims arising, or related to the period, prior to the Effective Date for the payment of Black Lung Benefits, including any Claims for reimbursement of the Black Lung Disability Trust Fund, but (a) solely with respect to the Debtors and the Reorganized Debtors, “Black Lung Claims” shall exclude any Claims for Black Lung Benefits with respect to miners whose last day of employment with the Debtors or the Reorganized Debtors was on or after the Petition Date and any Claims for reimbursement of the Black Lung Disability Trust Fund with respect to such miners (including, for all Claims referenced in this clause (a), Claims for Black Lung Benefits by any dependents and survivors of such miners); and (b) the Claims referenced in clause (a) shall be the sole responsibility of the Reorganized Debtors and not NewCo; provided, however, that nothing in clause (a) or (b) of this paragraph shall preclude any independent liability of NewCo (i.e., any liability of NewCo that does not depend on a successor relationship with the Debtors) for Claims for Black Lung Benefits with respect to any miners employed by NewCo (including Claims for Black Lung Benefits by any dependents and survivors of such miners).

¹  All modified and restated Plan provisions are marked to reflect the modifications thereto. Capitalized terms not otherwise defined herein have the meanings given to them in the Plan.

2. Section I.A.42 of the Plan is modified and restated as follows:

“Category 2 General Unsecured Claims Asset Pool” means: (a) the Category 2 NewCo Common Stock Distribution; (b) the NewCo Warrants; (c) the Reorganized ANR Contingent Revenue Payment, less any Reorganized ANR Contingent Revenue Payment Allocation; (d) the Reorganized ANR Common Stock Allocation; and (e) the Contingent Reserve Price Asset Sale Proceeds.

3. Section I.A.64 of the Plan is modified and restated as follows:

“Contract Procedures Order” means the Order, Pursuant to Sections 105, 365 and 1123 of the Bankruptcy Code, (I) Establishing Procedures with Respect to the Proposed Assumption, 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), entered by the Bankruptcy Court on June 29, 2016, as it may amended, supplemented or otherwise modified an order of the Bankruptcy Court, entered on or prior to the Confirmation Date, which approves procedures to address the treatment of certain agreements in the Chapter 11 Cases in conjunction with the Plan, including the assumption, assumption and assignment, or rejection of Executory Contracts and Unexpired Leases, and establishes the form and manner of notice to be given to counterparties to such agreements with the Debtors.

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4. The following language is added as Section I.A.95A of the Plan:

“Environmental Groups Settlement” means the Settlement embodied in the Settlement Agreement with Environmental Groups, dated June 24, 2016, and attached as Annex I to the Notice of Filing of Settlement Agreement with Environmental Groups (Docket No. 2887), filed with the Bankruptcy Court on June 30, 2016.

5. Section I.A.138 of the Plan is modified and restated as follows:

“Insurance Contract” means any policy of third party liability insurance under which any of the Debtors could have asserted, did assert or may in the future assert a right to coverage for any claim, together with any other contracts, documents or instruments that pertain or relate to such policy.

6. Section I.A.205 of the Plan is modified and restated as follows:

“Released Parties” means, collectively and individually, and, in each case, solely in their capacity as such: (a) the Debtors; (b) the Estates; (c) the Reorganized Debtors; (d) the DIP Agents; (e) the DIP Lenders; (f) the First Lien Agent; (g) the First Lien Lenders; (h) the Creditors’ Committee and its members; (i) the Massey Convertible Notes Trustee; (j) the Second Lien Parties; (k) NewCo; (l) the Unsecured Notes Indenture Trustee; (m) the Retiree Committee and its members; and (m) (n) with respect to (a) through (l) (m), each such Person’s respective Representatives and affiliates.

7. The following language is added as Section I.A.206A of the Plan:

“Reorganized ANR” means, collectively, Reorganized Holdings and Reorganized Opco; provided that, for purposes of Sections I.A.61, I.A.157, I.A.198, I.A.207, IV.G, IV.H, IV.I, IV.M.3 and V.F.2.c, “Reorganized ANR” shall mean Reorganized Opco.

8. Section I.A.208 of the Plan is modified and restated as follows:

“Reorganized ANR Common Stock” means (a) the Reorganized Holdings Common Stock and (b) the Reorganized Opco Common Stock the shares of common stock of Reorganized ANR, authorized pursuant to the certificate of incorporation of Reorganized ANR, to be initially issued pursuant to the Plan as of the Effective Date; provided, however, that the form of security or securities comprising Reorganized ANR Common Stock may be altered consistent with the Restructuring Transactions and the economics of the Global Settlement Term Sheet.

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9. The following language is added as Section I.A.208A of the Plan:

“Reorganized ANR Common Stock Allocation” means, collectively, (a) 100% of the shares of Reorganized Holdings Common Stock and (b) 70% of the shares of Reorganized Opco Common Stock.

10. The following language is added as Section I.A.212A of the Plan:

“Reorganized Holdings” means Alpha Natural Resources Holdings, Inc., which has been newly created in accordance with the Restructuring Transactions.

11. The following language is added as Section I.A.212B of the Plan:

“Reorganized Holdings Common Stock” means the shares of common stock of Reorganized Holdings, authorized pursuant to its certificate of incorporation; provided, however, that the form of security or securities comprising Reorganized Holdings Common Stock may be altered consistent with the Restructuring Transactions and the economics of the Global Settlement Term Sheet.

12. The following language is added as Section I.A.212C of the Plan:

“Reorganized Opco” means ANR, Inc., which has been newly created in accordance with the Restructuring Transactions.

13. The following language is added as Section I.A.212D of the Plan:

“Reorganized Opco Common Stock” means the shares of common stock of Reorganized Opco, authorized pursuant to its certificate of incorporation; provided, however, that the form of security or securities comprising Reorganized Opco Common Stock may be altered consistent with the Restructuring Transactions and the economics of the Global Settlement Term Sheet.

14. Section I.A.216 of the Plan is modified and restated as follows:

“Resolution of Reclamation Obligations” means, collectively, the following agreements together with all exhibits thereto: (a) the Reclamation Funding Agreement by and among: (i) ANR, on behalf of itself and its Debtor Affiliates; (ii) Contura Energy, Inc.; (iii) the Illinois Department of Natural Resources; (iv) the Kentucky Energy and Environment Cabinet, Department for Natural Resources; (v) the United States Department of the Interior, Office of Surface Mining, Reclamation and Enforcement, in its capacity as the regulatory authority over surface mining operations in the State of Tennessee; (vi) the Virginia Department of Mines, Minerals and Energy; and (vii) the West Virginia Department of Environmental Protection; (b) the Permitting and Reclamation Plan Settlement Agreement for the State of West Virginia by and among: (i) ANR, on behalf of itself and its Debtor Affiliates; (ii) Contura Energy, Inc.; and (iii) the West Virginia Department of Environmental Protection; (c) the Permitting and Reclamation Plan Settlement

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Agreement for the Commonwealth of Kentucky by and among: (i) ANR, on behalf of itself and its Debtor Affiliates; (ii) Contura Energy, Inc.; and (iii) the Kentucky Energy and Environment Cabinet, Department for Natural Resources; (d) the Permitting and Reclamation Plan Settlement Agreement for the Commonwealth of Virginia by and among: (i) ANR, on behalf of itself and its Debtor Affiliates; (ii) Contura Energy, Inc.; and (iii) the Virginia Department of Mines, Minerals and Energy; (e) the Permitting and Reclamation Plan Settlement Agreement for the State of Illinois by and among: (i) ANR, on behalf of itself and its Debtor Affiliates; (ii) Contura Energy, Inc.; and (iii) the Illinois Department of Natural Resources; (f) the Settlement Agreement by and among: (i) ANR, on behalf of itself and its Debtor Affiliates; (ii) Contura Energy, Inc.; (iii) Citicorp North America, Inc.; and (iv) the United States Department of the Interior, on behalf of (1) the Office of Surface Mining, Reclamation and Enforcement, including in its capacity as the regulatory authority over surface mining operations in the State of Tennessee, (2) the Office of Natural Resources Revenue and (3) the Bureau of Land Management; (g) the Stipulation Regarding Water Treatment Obligations by and among: (i) ANR, on behalf of itself and its Debtor Affiliates; (ii) Contura Energy, Inc.; (iii) Citicorp North America, Inc.; and (iv) the United States Environmental Protection Agency; and (h) the Permitting and Mitigation Plan Funding and Settlement Agreement by and among: (i) ANR, on behalf of itself and its Debtor Affiliates; (ii) Contura Energy, Inc.; (iii) Citicorp North America, Inc.; and (iv) the Army Corps of Engineersany agreed-upon resolutions with the Reclamation Obligation Resolution Parties, approved pursuant to the Confirmation Order or any other order of the Bankruptcy Court, regarding the Reclamation Activities, on substantially the terms set forth on Exhibit I.A.216.

15. The following language is added as Section I.A.219A of the Plan:

“Retiree Committee Settlement” means the Stipulation and Agreed Order Among the Debtors, the Retiree Committee and the First Lien Agent: (I) Resolving Motion of the Debtors, Pursuant to Section 363 of the Bankruptcy Code, for an Order Authorizing Debtors to Terminate Certain Unvested Non-Pension Benefits; and (II) Granting Certain Related Relief, attached as Exhibit 1 to the Notice of Proposed Stipulation and Agreed Order Among the Debtors, the Retiree Committee and the First Lien Agent: (I) Resolving Motion of the Debtors, Pursuant to Section 363 of the Bankruptcy Code, for an Order Authorizing Debtors to Terminate Certain Unvested Non-Pension Benefits; and (II) Granting Certain Related Relief (Docket No. 2927), Filed with the Bankruptcy Court on July 5, 2016, as such stipulation and agreed order may be approved by the Bankruptcy Court.

16. Section I.A.222 of the Plan is modified and restated as follows:

“Second Lien Distribution Note” means an unsecured promissory note, if any, issued by NewCo, in a face amount equal to the amount of the Second Lien Noteholder Distribution Cash Component $8.50 million, substantially on the terms set forth on Exhibit I.A.222.

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17. Section I.A.227 of the Plan is modified and restated as follows:

“Second Lien Noteholder Distribution” means: (a) to the extent that the aggregate value of all NewCo Equity plus the First Lien Lender Takeback/Preferred Consideration is greater than $300 million, the Second Lien NewCo Equity Distribution; and (b) the Second Lien Noteholder Reserve Price Assets Distribution, as further described on Exhibit I.A.227. For the avoidance of any doubt, the Second Lien Noteholder Distribution is subject to the Ad Hoc Committee of Second Lien Noteholders’ rights to allocate the consideration described in the section of the Second Lien Noteholder Settlement entitled “Other Plan Distributions to Second Lien Parties,” which proposed allocation was further described on pages 45-46 of the Disclosure Statement; provided that, in accordance with the Second Lien Noteholder Settlement, to the extent any Second Lien Noteholder electing to exercise its NewCo ABL Participation Rights to participate as a lender in the NewCo ABL Facility is not an “accredited investor” within the meaning of the Securities Act, such Second Lien Noteholder will receive an allocated portion of the Second Lien Noteholder Distribution Cash Component in lieu of any portion of the NewCo Equity allocated among Second Lien Noteholders participating in the NewCo ABL Facility.

18. Section I.A.228 of the Plan is modified and restated as follows:

“Second Lien Noteholder Distribution Cash Component” means 5.0% of the aggregate proceeds received by the Estates in connection with any sale of Reserve Price Assets in excess of $50 million; provided that the aggregate amount of any portion of the Second Lien Noteholder Distribution Cash Component arising from the sale of the Designated Reserve Price Assets shall not exceed $12,500,000; provided further that, if the First Lien Lender Distributable Cash Recovery Threshold is not met, the amount of the Second Lien Noteholder Distribution Cash Component shall not exceed $4.0 million.

19. Section I.A.229 of the Plan is modified and restated as follows:

“Second Lien Noteholder Reserve Price Assets Distribution” means (a) if the First Lien Lender Distributable Cash Recovery Threshold is met, Distribution Cash in a total aggregate amount equal to the Second Lien Noteholder Distribution Cash Component and (b) ; provided that if the First Lien Lender Distributable Cash Recovery Threshold is not met, no Cash shall be provided as part of the Second Lien Noteholder Reserve Price Assets Distribution the Second Lien Lender Distribution Cash Component and the Second Lien Noteholder Reserve Price Assets Distribution shall consist solely of the Second Lien Distribution Note.

20. Section I.A.247 of the Plan is modified and restated as follows:

“Series A Preferred Interests” means preferred stock (or similar rights or interests) of Reorganized ANR, authorized pursuant to the certificates of incorporation of Reorganized ANR (or comparable constituent documents), substantially on the terms set forth on Exhibit I.A.247; provided, however, that the form of security or securities comprising Series A Preferred Interests may be altered consistent with the Restructuring Transactions and the economics of the Global Settlement Term Sheet.

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21. Section I.A.248 of the Plan is modified and restated as follows:

“Series B Preferred Interests” means preferred stock (or similar rights or interests) of Reorganized ANR, authorized pursuant to the certificates of incorporation of Reorganized ANR (or comparable constituent documents), substantially on the terms set forth on Exhibit I.A.248; provided, however, that the form of security or securities comprising Series B Preferred Interests may be altered consistent with the Restructuring Transactions and the economics of the Global Settlement Term Sheet.

22. Section I.A.257 of the Plan is modified and restated as follows:

“Tort Claim” means any Claim that has not been settled, compromised or otherwise resolved that: (a) arises out of allegations of personal injury, wrongful death, property damage, products liability or similar legal theories of recovery; or (b) arises under any federal, state or local statute, rule, regulation or ordinance governing, regulating or relating to health, safety, hazardous substances or the environment; provided that any Claims related to Reclamation Activities and any workers’ compensation claims shall not constitute Tort Claims within the meaning of this Section I.A.257.

23. The following language is added as Section I.A.260A of the Plan:

“UMWA Funds Settlement Term Sheet” means the term sheet attached as Exhibit A to the Stipulation By and Among the Debtors, the UMWA Funds and the First Lien Agent Resolving Various Plan-Related Issues (Docket No. 2963), Filed with the Bankruptcy Court on July 6, 2016.

24. Section II.A.1.e of the Plan is modified and restated as follows:

i. Fees and Expenses of Creditors’ Committee Members and the Unsecured Notes Trustee

Subject to the terms of this Section II.A.1.e.i, (a) the reasonable and documented fees and expenses of the Unsecured Notes Indenture Trustee (including its counsel and other advisors) and (b) the expenses of other members of the Creditors’ Committee that are not Indenture Trustee Committee Members (excluding, with respect to such members of the Creditors’ Committee that are not Indenture Trustee Committee Members, their individual legal and other advisor fees), and the expenses submitted for reimbursement by the Unsecured Notes Indenture Trustee in the Third Interim Fee Application of Milbank, Tweed, Hadley & McCloy LLP (Docket No. 2688), submitted by request for payment pursuant to section 503 of the Bankruptcy Code and approved by the Bankruptcy Court, shall be Allowed Administrative Claims or otherwise paid in Cash on the Effective Date, in each case without reduction to the recoveries of holders of Allowed Category 1 General Unsecured Claims and Allowed Category 2 General Unsecured Claims; provided that the total aggregate fees and

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expenses of the Indenture Trustee Committee Members (including their counsel and other advisors) other than the Massey Convertible Notes Trustee (and its counsel and other advisors) constituting Allowed Administrative Claims shall not exceed $875,000. For the avoidance of doubt, no member of the Creditors’ Committee (other than the Indenture Trustee Committee Members) shall seek payment from the Debtors or the Estates of such member’s legal or other advisory fees incurred in its capacity as a member of the Creditors’ Committee, pursuant to a motion for substantial contribution or otherwise, and no payment shall be made by the Debtors or the Estates to any member of the Creditors’ Committee (other than the Indenture Trustee Committee Members pursuant to this the provision below) on account of such legal or other advisory fees; provided that nothing herein shall limit any member of the Creditors’ Committee from seeking payment of their individual legal fees based on a claim or entitlement unrelated to their capacities as members of the Creditors’ Committee.

ii. Fees and Expenses of the Indenture Trustee Committee Members

The reasonable and documented fees and expenses of the Unsecured Notes Indenture Trustee shall be paid in Cash on the Effective Date without reduction to the recoveries of holders of Allowed Category 1 General Unsecured Claims and Allowed Category 2 General Unsecured Claims; provided that the aggregate fees and expenses of the Unsecured Notes Indenture Trustee paid pursuant to the Plan, excluding those paid pursuant to Section II.A.1.e.i, shall not exceed $1,060,000. Once paid, the reasonable and documented fees and To the extent that any fees or expenses of the Indenture Trustee Committee Members (and including their counsel) are not paid in accordance with the provisions of the Plan and other advisors) shall not be subject to any challenge or defense, including avoidance, reduction, offset, attachment, disallowance, recharacterization or subordination (whether equitable or otherwise) pursuant to the Bankruptcy Code or applicable non-bankruptcy law. For the avoidance of doubt, nothing in the Plan shall prevent the Indenture Trustee Committee Members from asserting a charging lien against any recoveries received on account of the applicable noteholders for payment of such unpaid amounts any fees and expenses not paid to the Indenture Trustee Committee Members by the Debtors pursuant to the Plan; provided, that in the event the Indenture Trustee Committee Members exercise a charging lien against such recoveries, the Debtors shall use commercially reasonable efforts to assist such Indenture Trustee Committee Members in liquidating securities otherwise payable to such noteholders under the Plan; provided further that the Unsecured Notes Indenture Trustee shall not exercise such charging lien to the extent that payment of $1,060,000, excluding the amounts paid pursuant to Section II.A.1.e.i is made by the Debtors pursuant to this Section II.A.1.e.ii. If the Reorganized Debtors expressly request (in writing) post-Effective Date assistance from the Indenture Trustee Committee Members, the Indenture Trustee Committee Members will be paid their reasonable and documented fees and expenses, solely to the extent of the post-Effective Date assistance requested by the Reorganized Debtors, not subject to the cap set forth in this Section II.A.1.e the Plan.

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25. Section II.A.1.h.i of the Plan is modified and restated as follows:

II.A.1.h.i General Bar Date Provisions

Except as otherwise provided in Section II.A.1.h.ii or in a Bar Date Order or other order of the Bankruptcy Court, unless previously Filed, requests for payment of Administrative Claims must be Filed and served on the Notice Parties pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation Order, no later than 45 30 days after the Effective Date. Holders of Administrative Claims that are required to File and serve a request for payment of such Administrative Claims and that do not File and serve such a request by the applicable Bar Date will be forever barred from asserting such Administrative Claims against the Debtors, the Reorganized Debtors, or their respective property, and such Administrative Claims will be deemed discharged as of the Effective Date. Objections to such requests must be Filed and served on the Notice Parties and the requesting party by the latest of (a) 150 days after the Effective Date, (b) 60 days after the Filing of the applicable request for payment of Administrative Claims or (c) such other period of limitation as may be specifically fixed by a Final Order for objecting to such Administrative Claims.

26. Section II.A.2.a of the Plan is modified and restated as follows:

II.A.2 Payment of Priority Tax Claims

27. a. Priority Tax Claims

Pursuant to section 1129(a)(9)(C) of the Bankruptcy Code, unless otherwise agreed by the holder of a Priority Tax Claim and the applicable Debtor or Reorganized Debtor, each holder of an Allowed Priority Tax Claim will receive, at the option of the applicable Debtor or Reorganized Debtor, as applicable, in full satisfaction of its Allowed Priority Tax Claim that is due and payable on or before the Effective Date, either (a) Distribution Cash equal to the amount of such Allowed Priority Tax Claim (i) on the Effective Date or (ii) if the Priority Tax Claim is not Allowed as of the Effective Date, no later than 30 days after the date on which such Priority Tax Claim becomes an Allowed Priority Tax Claim or (b) Distribution Cash of a total value, as of the Effective Date, equal to in the aggregate amount of such Allowed Priority Tax Claim, payable in annual equal installments commencing on the later of (i) the Effective Date (or as soon as reasonably practicable thereafter) and (ii) the date such Priority Tax Claim becomes an Allowed Priority Tax Claim (or as soon as practicable thereafter) and ending no later than five years after the Petition Date.

28. The first paragraph of Section II.B.5 of the Plan is modified and restated as follows:

Other Secured Claims (Class 5 Claims) are unimpaired. On the Effective Date, unless otherwise agreed by a Claim holder and the applicable Debtor or Reorganized Debtor, each holder of an Allowed Claim in Class 5 will receive treatment on account of such Allowed Secured Claim in the manner set forth in Option A, B or C below, at the election of the applicable Debtor. The applicable Debtor will be deemed to have elected

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Option B except with respect to (a) any Allowed Secured Claim as to which the applicable Debtor elects either Option A or Option C in one or more certifications Filed prior to the conclusion of the Confirmation Hearing and (b) any Allowed Secured Tax Claim, with respect to which the applicable Debtor will be deemed to have elected Option A, subject to the Debtors’ or the Reorganized Debtors’ right to elect Option B or C prior to payment of such Claim; provided that the Debtors or the Reorganized Debtors may pay such Claims consistent with the provisions of section 1129(a)(9)(D) of the Bankruptcy Code. Consistent with the language of section 1126(f) of the Bankruptcy Code, each holder of a Class 5 Claim will be deemed to have accepted the Plan.

29. The following language is added as Section III.B.8 of the Plan:

The board of directors of NewCo shall have executed a resolution binding NewCo to the obligations undertaken by NewCo in the UMWA Funds Settlement Term Sheet.

30. Section III.C of the Plan is modified and restated as follows:

Each condition to Confirmation set forth in Section III.A and each condition to the Effective Date set forth in Section III.B may be waived in whole or in part at any time by the Debtors, with the consent of (a) the DIP Agents, (b) the First Lien Agent, (c) any and all Persons identified in the applicable condition, and (d) with respect to the conditions set forth in Section III.A.5 and Section III.B.7, the Creditors’ Committee and (e) with respect to the condition set forth in Section III.B.8, the UMWA Funds, without an order of the Bankruptcy Court.

31. Section III.E.1 of the Plan is modified and restated as follows:

III.E.1 Dissolution of Official Committees

On the Effective Date, the Official Committees, to the extent not previously dissolved, will dissolve, and the members of the Official Committees and their respective Professionals will cease to have any role arising from or related to the Chapter 11 Cases and will be released and discharged of and from all further duties, responsibilities and obligations relating to or arising in connection with the Chapter 11 Cases; provided, however, that the Creditors’ Committee shall continue to exist for the sole purpose of participating in the Chapter 11 Cases with respect to the Debtors’ prosecution of the motion to establish Claims reserves Filed in accordance with Section V.J hereof, which motion shall also seek, among other things, certain relief with respect to the Claims Oversight Committee, consistent with Section VI.A hereof. The Professionals retained by the Official Committees and the respective members thereof shall not be entitled to assert any Fee Claims for any services rendered or expenses incurred after the Effective Date, except, for reasonable and documented fees and expenses incurred in participating in the Chapter 11 Cases for the purposes set forth in the preceding sentence and, to the extent allowable under applicable law, for reasonable fees for services rendered, and actual and necessary expenses incurred, in connection with any final applications for allowance of compensation and reimbursement of expenses of the

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members of or Professionals to the Official Committees Filed and served after the Effective Date in accordance with the Plan. In accordance with the terms and conditions of the Global Settlement Term Sheet, no party to the Global Settlement shall have the right to, or shall otherwise be permitted to, object to Fee Claims asserted by the Professionals retained by the Creditors’ Committee, unless objecting based solely on the reasonableness of the applicable fees and expenses as provided for in the Global Settlement Term Sheet.

32. Section III.E.4.a of the Plan is modified and restated as follows:

Except as provided in the Plan or in the Confirmation Order, the rights afforded under the Plan and the treatment of Claims and Interests under the Plan will be in exchange for and in complete satisfaction, discharge and release of all Claims and termination of all Interests arising on or before the Effective Date, including any interest accrued on Claims from and after the Petition Date. Except as provided in the Plan or in the Confirmation Order, Confirmation will, as of the Effective Date and immediately after cancellation of the Old Common Stock of ANR consistent with Exhibit IV.B.1 to the Plan: (a) discharge the Debtors from all Claims or other debts that arose on or before the Effective Date, including any Black Lung Claims, and all debts of the kind specified in section 502(g), 502(h) or 502(i) of the Bankruptcy Code, whether or not (i) a proof of Claim based on such debt is Filed or deemed Filed pursuant to section 501 of the Bankruptcy Code, (ii) a Claim based on such debt is allowed pursuant to section 502 of the Bankruptcy Code or (iii) the holder of a Claim based on such debt has accepted the Plan; and (b) terminate all Interests and other rights of holders of Interests in the Debtors

33. Section III.E.4.b of the Plan is modified and restated as follows:

In accordance with Section III.E.4.a, except as provided in the Plan, the Confirmation Order will be a judicial determination, as of the Effective Date and immediately after the cancellation of the Old Common Stock of ANR, but prior to the issuance of the Reorganized ANR Common Stock consistent with Exhibit IV.B.1 to the Plan, of a discharge of all Claims and other debts and Liabilities against the Debtors, including Black Lung Claims, and a termination of all Interests and other rights of the holders of Interests in the Debtors, pursuant to sections 524(a)(1), 524(a)(2) and 1141(d) of the Bankruptcy Code, and such discharge will void any judgment obtained against the Debtors at any time, to the extent that such judgment relates to a discharged Claim or terminated Interest.

34. Section III.E.6.a of the Plan is modified and restated as follows:

Without limiting any other applicable provisions of, or releases contained in, the Plan, as of the Effective Date, the Debtors and the Reorganized Debtors, on behalf of themselves and their affiliates, the Estates and their respective successors, assigns and any and all Persons who may purport to claim by, through, for or because of them, will forever release, waive and discharge all Liabilities that they have, had or may have against any Released Party except with respect to obligations arising under the Plan, the Unencumbered Assets Settlement, the Diminution Claim Allowance Settlement, the

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Global Settlement Stipulation, or the Resolution of Reclamation Obligations, the First Lien Lender Settlement, the Second Lien Noteholder Settlement, the Environmental Groups Settlement, the Retiree Committee Settlement or the UMWA Funds Settlement; provided, however, that the foregoing provisions shall not affect the liability of any Released Party that otherwise would result from any act or omission to the extent that act or omission subsequently is determined in a Final Order to have constituted gross negligence or willful misconduct.

35. Section III.E.6.b of the Plan is modified and restated as follows:

III.E.6.b General Releases by Holders of Claims or Interests

Without limiting any other applicable provisions of, or releases contained in, the Plan, as of the Effective Date, in consideration for the obligations of the Debtors and the Reorganized Debtors under the Plan and the consideration and other contracts, instruments, releases, agreements or documents to be entered into or delivered in connection with the Plan, each holder of a Claim or Interest, to the fullest extent permissible under law, will be deemed to forever release, waive and discharge all Liabilities in any way relating to a Debtor, the Chapter 11 Cases, the Estates, the Plan, the Confirmation Exhibits or the Disclosure Statement that such Person has, had or may have against any Released Party (which release will be in addition to the discharge of Claims and termination of Interests provided herein and under the Confirmation Order and the Bankruptcy Code); provided, however, that the foregoing provisions shall not affect the liability of any Released Party that otherwise would result from any act or omission to the extent that act or omission is determined in a Final Order to have constituted gross negligence or willful misconduct; provided, howeverfurther, that the foregoing provisions shall not affect any rights to enforce the Plan, the Unencumbered Assets Settlement, the Diminution Claim Allowance Settlement, the Global Settlement Stipulation, the Resolution of Reclamation Obligations, the First Lien Lender Settlement, the Second Lien Noteholder Settlement, the Environmental Groups Settlement, the Retiree Committee Settlement or the UMWA Funds Settlement or the other contracts, instruments, releases, agreements or documents to be, or previously, entered into or delivered in connection with the Plan. For the avoidance of doubt and without limiting any releases granted in the Resolution of Reclamation Obligations, nothing in this Section III.E.6.b shall release any Person from any liabilities owing to the United States of America.

36. Section III.E.6.c of the Plan is modified and restated as follows:

From and after the Effective Date, except with respect to obligations arising under the Plan, the Unencumbered Assets Settlement, the Diminution Claim Allowance Settlement, the Global Settlement Stipulation, the Second Lien Noteholder Settlement, or the Resolution of Reclamation Obligations, the First Lien Lender Settlement, the Environmental Groups Settlement, the Retiree Committee Settlement or the UMWA Funds Settlement, or assumed hereunder, to the fullest extent permitted by applicable law, the Released Parties shall release one another from any and all Liabilities that any Released Party is entitled to assert against any other Released Party in any way

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relating to: (a) any Debtor; (b) the Chapter 11 Cases; (c) the Estates; (d) the formulation, preparation, negotiation, dissemination, implementation, administration, confirmation or consummation of any of the Plan (or the property to be distributed under the Plan), the Confirmation Exhibits, the Disclosure Statement, the Global Settlement Stipulation, the First Lien Lender Settlement, the Second Lien Noteholder Settlement, the Resolution of Reclamation Obligations, any contract, employee pension or other benefit plan, instrument, release or other agreement or document related to any Debtor, the Chapter 11 Cases or the Estates created, modified, amended, terminated or entered into in connection with either the Plan or any agreement between the Debtors and any Released Party; (e) the process of marketing, selling and disposing of Assets pursuant to the Sale Orders, the De Minimis Sale Order or other orders entered by the Bankruptcy Court in the Chapter 11 Cases approving the sale or other disposition of Assets, including in connection with the NewCo Asset Sale; or (f) any other act taken or omitted to be taken in connection with the Chapter 11 Cases; provided, however, that the foregoing provisions shall not affect the liability of any Released Party that otherwise would result from any act or omission to the extent that act or omission is determined in a Final Order to have constituted gross negligence or willful misconduct.

37. Section III.E.7 of the Plan is modified and restated as follows:

From and after the Effective Date, the Released Parties shall neither have nor incur any liability to any Person for any act taken or omitted to be taken in connection with the Debtors’ restructuring, including the formulation, negotiation, preparation, dissemination, implementation, Confirmation or approval of the Plan (or the Distributions under the Plan), the Confirmation Exhibits, the Disclosure Statement, the Unencumbered Assets Settlement, the Diminution Claim Allowance Settlement, the Global Settlement Stipulation, the First Lien Lender Settlement, the Second Lien Noteholder Settlement, the Resolution of Reclamation Obligations, the Environmental Groups Settlement, the Retiree Committee Settlement or the UMWA Funds Settlement or any contract, employee pension or other benefit plan, instrument, release or other agreement or document provided for or contemplated in connection with the consummation of the transactions set forth in the Plan; provided, however, that this section shall not apply to the obligations arising under the Plan, the obligations assumed hereunder, the Unencumbered Assets Settlement, the Diminution Claim Allowance Settlement, the Global Settlement Stipulation, the First Lien Lender Settlement, the Second Lien Noteholder Settlement, or the Resolution of Reclamation Obligations, the Environmental Groups Settlement, the Retiree Committee Settlement or the UMWA Funds Settlement; and provided further that the foregoing provisions shall not affect the liability of any Person that otherwise would result from any act or omission to the extent that act or omission is determined in a Final Order to have constituted gross negligence or willful misconduct. Any of the foregoing parties in all respects shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan.

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38. Section IV.B.1 of the Plan is modified and restated as follows:

IV.B.1 Restructuring Transactions Generally

On or after the Confirmation Date, the applicable Debtors or Reorganized Debtors may enter into such Restructuring Transactions and may take such actions as the Debtors or Reorganized Debtors may determine to be necessary or appropriate to effect, in accordance with applicable nonbankruptcy law, to effectuate the Distributions contemplated hereby, the NewCo Asset Sale, a corporate restructuring of their respective businesses or simplify the overall corporate structure of the Reorganized Debtors and the NewCo Asset Sale, including but not limited to the Restructuring Transactions identified on Exhibit IV.B.1, all to the extent not inconsistent with any other terms of the Plan. Unless otherwise provided by the terms of a Restructuring Transaction, all such Restructuring Transactions will be deemed to occur on the Effective Date and may include one or more mergers, consolidations, restructurings, reorganizations, transfers, dispositions (including, for the avoidance of doubt, any asset dispositions closing under or in connection with the Plan in connection with any Core Asset Sale Order, including the NewCo Asset Sale), conversions, liquidations or dissolutions, as may be determined by the Debtors or the Reorganized Debtors to be necessary or appropriate. The actions to effect these transactions may include: (a) the execution and delivery of appropriate agreements or other documents of merger, consolidation, restructuring, reorganization, transfer, disposition, conversion, liquidation or dissolution containing terms that are consistent with the terms of the Plan and that satisfy the requirements of applicable state law and such other terms to which the applicable entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption or delegation of any asset, property, right, liability, duty or obligation on terms consistent with the terms of the Plan and having such other terms to which the applicable entities may agree; (c) the filing of appropriate certificates or articles of merger, consolidation, dissolution or change in corporate form pursuant to applicable state law; and (d) the taking of all other actions that the applicable entities determine to be necessary or appropriate, including (i) making filings or recordings that may be required by applicable state law in connection with such transactions and (ii) any appropriate positions on one or more tax returns. Any such transactions may be effected on or subsequent to the Effective Date without any further action by the stockholders or directors of any of the Debtors or the Reorganized Debtors. Any Restructuring Transaction effected pursuant to the Plan shall be free and clear of any Liabilities and Black Lung Claims, Coal Act Claims and MEPP Claims, other than liabilities expressly assumed, including those assumed in the Stalking Horse APA. The Restructuring Transactions shall not result in NewCo becoming a successor in interest to the Debtors except as expressly provided in the Confirmation Order. Notwithstanding the foregoing and any other provisions of the Plan, nothing in the Plan shall impair, expand or otherwise modify the rights of any party under the Stalking Horse APA (unless expressly consented to by the First Lien Lenders) or any other agreement entered into pursuant to any Sale Order.

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39. Section IV.E.2 is modified and restated as follows:

Subject to any requirement of Bankruptcy Court approval pursuant to section 1129(a)(5) of the Bankruptcy Code, from and after the Effective Date: (a) the initial officers of Reorganized ANR and the other Reorganized Debtors will consist of the individuals identified on Exhibit IV.E.2; and (b) the initial boards of directors of (i) Reorganized ANR and each of the other Reorganized Debtors shall consist of (i) (A) one designee of the Creditors’ Committee, (ii) (B) one designee of the First Lien Lenders and (iii) (C) three Independent Directors selected by the Debtors subject to the consent of the Creditors’ Committee and the First Lien Lenders, which consent shall not unreasonably be withheld, as set forth on Exhibit IV.E.2 and (ii) each of the other Reorganized Debtors shall consist of the individuals identified on Exhibit IV.E.2. Each such director and officer will serve from and after the Effective Date until his or her successor is duly elected or appointed and qualified or until his or her earlier death, resignation or removal in accordance with the terms of the certificate of incorporation and bylaws (or comparable constituent documents) of Reorganized ANR or the applicable other Reorganized Debtor and state law.

40. Section IV.K of the Plan is modified and restated as follows:

On the Effective Date, all shares of Reorganized ANR Common Stock issued pursuant to the Plan shall be distributed to holders of Allowed Category 2 General Unsecured Claims in accordance with Sections I.A.208A, II.B.7 and II.B.8. The Reorganized ANR Common Stock, when issued as provided in the Plan, will be duly authorized, validly issued and, if applicable, fully paid and nonassessable. Each issuance under the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such issuance and by the terms and conditions of the instruments evidencing or relating to such issuance, which terms and conditions shall bind each Person receiving such issuance. To the maximum extent provided by section 1145 of the Bankruptcy Code and applicable nonbankruptcy law, the issuance of the Reorganized ANR Common Stock under the Plan will be exempt from registration under the Securities Act and all rules and regulations promulgated thereunder. In accordance with the terms and conditions of the Global Settlement Term Sheet, the Debtors, in consultation with the Creditors’ Committee, shall use reasonable best efforts to structure the Reorganized ANR Common Stock so that such shares are tradable; provided that the costs to the Debtors and Reorganized ANR of doing so will be considered as to whether such efforts are “reasonable.”

41. Section IV.O of the Plan is modified and restated as follows:

IV.O. Special Provisions Regarding Insured Claims

1. Limitations on Amounts to Be Distributed to Holders of Allowed Insured Claims

Distributions, if any, under the Plan to each holder of an Allowed Insured Claim will be in accordance with the treatment provided under the Plan for the Class in which such Allowed Insured Claim is classified, but solely to the extent that such Allowed Insured Claim is not satisfied from proceeds payable to the holder thereof under any

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pertinent Insurance Contracts and applicable law. Nothing in this Section IV.O will constitute a waiver of any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action or liabilities that any Person may hold against any other Person, including the Insurers; provided, however, that nothing herein shall alter the terms, conditions, limits of and coverage provided by any Insurance Contract or create or permit a direct right of action by the holder of an Insured Claim against an Insurer.

2. Assumption and Continuation of Insurance Contracts

From Notwithstanding anything to the contrary in the Plan (including Section VI.B.1 and any other provision that purports to be preemptory or supervening): (a) from and after the Effective Date, each of the Insurance Contracts will be assumed by the applicable Reorganized Debtor pursuant to section 365 of the Bankruptcy Code or continued in accordance with its terms, with rights and obligations under such policy Insurance Contract such that each of the parties’ contractual, legal and equitable rights under each Insurance Contract shall remain unaltered, and the successors to the Debtor parties to each Insurance Contract will; (b) the applicable Reorganized Debtor shall continue to be bound by such Insurance Contract and liable thereunder as if the Chapter 11 Cases had not occurred. Nothing regardless of when any underlying claim arose without the requirement or need for any Insurer to file a proof of claim, Cure Amount Claim or Administrative Claim; (c) nothing in the Plan shall affect, impair or prejudice the rights and defenses of the Insurers or the Reorganized Debtors under the Insurance Contracts in any manner, and such Insurers and Reorganized Debtors shall retain all rights and defenses under the Insurance Contracts, and the Insurance Contracts shall apply to, and be enforceable by and against, the Reorganized Debtors and the applicable Insurer(s) as if the Chapter 11 Cases had not occurred. In addition, notwithstanding anything to the contrary in the Plan,; and (d) nothing in the Plan (including any other provision that purports to be preemptory or supervening), shall in any way operate to, or have the effect of, impairing any party’s legal, equitable or contractual rights, obligations and/or obligationsclaims under any Insurance Contract, if any, in any respect. Any; any such rights and obligations shall be determined under the Insurance Contracts, any agreement of the parties and applicable law.

42. The following language is added as Section IV.U of the Plan:

IV.U The Environmental Groups Settlement

The Environmental Groups Settlement is hereby incorporated into the Plan as if fully set forth in the Plan; provided, however, that if there is any conflict between the terms of the Plan and the terms of the Environmental Groups Settlement the terms of the Environmental Groups Settlement shall govern.

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43. Section V.J of the Plan is modified and restated as follows:

V.J Establishment of Reserves and Provisions Governing Same

Prior to the Confirmation Effective Date, the Debtors shall File a motion to establish any reserves and procedures related thereto that they deem necessary or advisable (which motion shall include, among other things, (a) certain relief with respect to the Claims Oversight Committee, consistent with Section VI.A hereof and (b) provision for payment by the Reorganized Debtors from any reserve established for the payment of Administrative Claims of the reasonable and documented post-Effective Date fees and expenses incurred by the First Lien Agent and First Lien Lenders in connection with (i) the preparation, Filing and prosecution thereof and (ii) the resolution of Claims (other than General Unsecured Claims) for which reserves are established in connection therewith), after consultation with counsel to the Creditors’ Committee and counsel to the First Lien Agent, to make Distributions to holders of Allowed Claims or otherwise to satisfy related obligations under the Plan. Such motion shall be in form and substance (a) reasonably acceptable to the Creditors’ Committee and (b) satisfactory to the First Lien Agent and the First Lien Lenders (except as it relates to General Unsecured Claims and the Claims Oversight Committee), and the Debtors shall diligently prosecute such motion after its Filing. Any Distributions held in reserve pursuant to this Section V.J shall be held in escrow until distributed pursuant to the Plan.

The Disbursing Agent shall vote, and shall be deemed to vote, any Reorganized ANR Common Stock and any NewCo Common Stock held by it in any reserve in its capacity as Disbursing Agent in the same proportion as all outstanding shares of Reorganized ANR Common Stock or NewCo Common Stock, as applicable, properly cast in a shareholder vote.

Cash dividends and other distributions received by the Disbursing Agent on account of any Reorganized ANR Common Stock and any NewCo Common Stock held in any reserve pursuant to this Section V.J will (a) be deposited in a segregated bank account in the name of the Disbursing Agent for the benefit of holders of the applicable Allowed Claims; (b) be accounted for separately; and (c) not constitute property of the Reorganized Debtors.

Any reserve established for Disputed Claims is intended to be treated, for U.S. federal income Tax purposes, as a disputed ownership fund within the meaning of Treasury Regulations section 1.468B-9(b)(1).

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44. Section VI.B of the Plan is modified and restated as follows:

VI.B. Treatment of Disputed Claims

1. Tort Claims

At the Debtors’ or, after the Effective Date, the Reorganized Debtors’ option, any unliquidated Tort Claim (as to which a proof of Claim or request for payment of an Administrative Claim was timely Filed in the Chapter 11 Cases) not resolved through a Final Order of the Bankruptcy Court will be determined and liquidated in the administrative or judicial tribunal(s) in which it is pending on the Effective Date or, if no action was pending on the Effective Date, in any administrative or judicial tribunal of appropriate jurisdiction. The Debtors or the Reorganized Debtors, as applicable, may exercise the above option by service upon the holder of the applicable Tort Claim of a notice informing the holder of such Tort Claim that the Debtors or the Reorganized Debtors have exercised such option. Upon a Debtor’s or Reorganized Debtor’s service of such notice, the automatic stay provided under section 362 of the Bankruptcy Code or, after the Effective Date, the discharge injunction, will be deemed modified, without the necessity for further Bankruptcy Court approval, solely to the extent necessary to allow the parties, including any Insurer, to determine or liquidate the Tort Claim in the applicable administrative or judicial tribunal(s). Notwithstanding the foregoing, at all times prior to or after the Effective Date, to the fullest extent permitted by law, the Bankruptcy Court will retain jurisdiction, if any, relating to Tort Claims, including the Debtors’ right to have such Claims liquidated or estimated in the Bankruptcy Court (or the District Court) pursuant to section 157(b)(2)(B) of title 28 of the United States Code, as may be applicable. Subject to Section VI.A, any Tort Claim determined and liquidated pursuant to a judgment obtained in accordance with this Section VI.B.1 and applicable nonbankruptcy law that is no longer appealable or subject to review, and any Tort Claim that is settled by an Insurer in accordance with the terms of applicable Insurance Contracts, will be deemed an Allowed Category 1 General Unsecured Claim against the applicable Debtor in such liquidated amount, provided that only the amount of such Allowed Claim that is less than or equal to the Debtor’s self-insured retention or deductible in connection with any applicable Insurance Contract or is not otherwise satisfied from proceeds of insurance payable to the holder of such Allowed Claim under the Debtors’ Insurance Contracts will be treated as an Allowed Claim for the purposes of Distributions under the Plan. In no event will a Distribution be made under the Plan to the holder of a Tort Claim on account of any portion of an Allowed Claim in excess of the applicable Debtor’s deductible or self-insured retention under any applicable Insurance Contract. In the event a Tort Claim is determined and liquidated pursuant to a settlement, judgment or order that is obtained in accordance with this Section VI.B.1 and is no longer appealable or subject to review, and applicable nonbankruptcy law provides for no recovery against the applicable Debtor, such Tort Claim will be deemed expunged without the necessity for further Bankruptcy Court approval upon the applicable Debtor’s service of a copy of such judgment or order upon the holder of such Tort Claim, provided, however, that nothing in this sentenceSection VI.B.1 shall, or shall be deemed to, modify, alter or otherwise affect the rights of any Insurer under any Insurance Contract. Nothing contained in this Section VI.B.1 will constitute or be deemed a waiver

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of any claim, right or Cause of Action that a Debtor may have against any Person or entity in connection with or arising out of any Tort Claim, including but not limited to any rights under section 157(b)(5) of title 28 of the United States Code. All claims, demands, rights, defenses and Causes of Action that the Debtors or the Reorganized Debtors may have against any Person in connection with or arising out of any Tort Claim are expressly retained and preserved.

45. Section VI.C.3 of the Plan is modified and restated as follows:

VI.C.3 Authority to Prosecute Objections

Subject to Section VI.A, on or after the Effective Date, only the Reorganized Debtors will have the authority to File, settle, compromise, withdraw or litigate to judgment objections to Claims. On or after the Effective Date, the Reorganized Debtors, and only the Reorganized Debtors, may settle or compromise any Disputed Claim or any objection or controversy relating to any Claim without approval of the Bankruptcy Court. Notwithstanding the foregoing, (a) the First Lien Lenders shall have the right to object to any proof of Claim or request for payment of Administrative Claim seeking allowance of any Claim that is not a General Unsecured Claim, (b) the Reorganized Debtors shall provide the First Lien Lenders with five Business Days’ notice of any proposed Filing, settlement, compromise, withdrawal or litigation to judgment of any objection to any request for payment of Administrative Claims and (c) the First Lien Lenders shall have three Business Days following receipt of such notice to provide the Reorganized Debtors with consent to any such action (with such consent not to be unreasonably withheld).

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Except as expressly provided herein, no other provision of the Plan is modified by these First Modifications.

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Dated: July 12, 2016	Respectfully submitted,
	Alpha Natural Resources, Inc., on its own behalf and on behalf of each affiliate Debtor
	By:	/s/ Mark M. Manno
	Name:	Mark M. Manno
	Title:	Executive Vice President, General Counsel and Chief Procurement Officer

COUNSEL:

/s/ Henry P. (Toby) Long, III

Tyler P. Brown (VSB No. 28072)

J.R. Smith (VSB No. 41913)

Henry P. (Toby) Long, III (VSB No. 75134)

Justin F. Paget (VSB No. 77949)

HUNTON & WILLIAMS LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Telephone: (804) 788-8200

Facsimile: (804) 788-8218

David G. Heiman (admitted pro hac vice)

Carl E. Black (admitted pro hac vice)

Thomas A. Wilson (admitted pro hac vice)

JONES DAY

North Point

901 Lakeside Avenue

Cleveland, Ohio 44114

Telephone: (216) 586-3939

Facsimile: (216) 579-0212

Jeffrey B. Ellman (admitted pro hac vice)

JONES DAY

1420 Peachtree Street, N.E.

Suite 800

Atlanta, Georgia 30309

Telephone: (404) 581-3939

Facsimile: (404) 581-8330

ATTORNEYS FOR DEBTORS AND DEBTORS IN POSSESSION

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EX-2.4

Exhibit 2.4

JONES DAY
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
Telephone: (216) 586-3939
Facsimile: (216) 579-0212
David G. Heiman (admitted pro hac vice)
Carl E. Black (admitted pro hac vice)
Thomas A. Wilson (admitted pro hac vice)   -and-   JONES DAY 1420 Peachtree Street, N.E. Suite 800 Atlanta, Georgia 30309 Telephone: (404) 581-3939 Facsimile: (404) 581-8330 Jeffrey B. Ellman (admitted pro hac vice)   Attorneys for the Reorganized Debtors HUNTON & WILLIAMS LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
Telephone: (804) 788-8200
Facsimile: (804) 788-8218
Tyler P. Brown (VSB No. 28072)
J.R. Smith (VSB No. 41913)
Henry P. (Toby) Long, III (VSB No. 75134)
Justin F. Paget (VSB No. 77949)

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

In re:   Alpha Natural Resources, Inc., et al.,   Reorganized Debtors.   Chapter 11   Case No. 15-33896 (KRH)   (Jointly Administered)

NOTICE OF (I) ENTRY OF ORDER CONFIRMING THE SECOND AMENDED

JOINT PLAN OF REORGANIZATION OF DEBTORS AND DEBTORS IN

POSSESSION AND (II) OCCURRENCE OF THE EFFECTIVE DATE OF THE PLAN

PLEASE TAKE NOTICE OF THE FOLLOWING:

1. Confirmation of the Plan. On July [    ], 2016, the United States Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Court”) entered an order (Docket No. [    ]) (the “Confirmation Order”) confirming the Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession (in the form dated as of May 27, 2016 and included in the solicitation packages distributed to the creditors that were entitled to vote thereon, the “May 27 Plan,” a true and correct copy of which (without exhibits) is attached to the Confirmation Order as Appendix I), as modified by the modifications, true and correct copies of which are annexed to the Confirmation Order as Appendix II (collectively, the “Modifications” and, together with the May 27 Plan and including the exhibits thereto, the “Plan”) in the

chapter 11 cases of the above-captioned debtors and debtors in possession (collectively, the “Debtors”). Unless otherwise defined in this Notice, capitalized terms and phrases used herein have the meanings given to them in the Plan and the Confirmation Order.

2. Effective Date. The Reorganized Debtors hereby certify and give notice that the Plan became effective in accordance with its terms on [            ], 2016 (the “Effective Date”).

3. Plan Injunction. Confirmation of the Plan operates as an injunction against: (a) the commencement or continuation in any manner, directly or indirectly, of any suit, act, action or other proceeding of any kind against any Released Party, or the respective assets or property thereof; (b) enforcement, levying, attachment, collection or other recovery by any manner or means, directly or indirectly, any judgment, award, decree or order against any Released Party, or the respective assets or property thereof; (c) creation, perfection or other enforcement in any manner, directly or indirectly, of any Lien against any Released Party, or the respective assets or property thereof, other than as contemplated by the Plan; (d) assertion of any setoff, right of subrogation or recoupment of any kind, directly or indirectly, against any obligation due a Released Party, or the respective assets or property thereof; and (e) proceeding in any manner in any place whatsoever that does not conform to or comply with the provisions of the Plan or the Settlements. The Bankruptcy Court shall have jurisdiction to determine and award damages and/or other appropriate relief at law or in equity for any violation of such injunction, including compensatory damages, professional fees and expenses, and exemplary damages for any willful violation of said injunction.

4. Discharge of Claims. Except as provided in the Plan or in the Confirmation Order, the rights afforded under the Plan and the treatment of Claims and Interests under the Plan will be in exchange for, and in complete satisfaction, discharge and release of, all Claims, including any interest accrued on Claims from the Petition Date to the full extent permitted by section 1141 of the Bankruptcy Code. Except as provided in the Plan or in the Confirmation Order, Confirmation will, as of the Effective Date, discharge the Debtors from all Claims and other Liabilities that arose on or before the Effective Date and all debts of the kind specified in section 502(g), 502(h) or 502(i) of the Bankruptcy Code to the full extent permitted by section 1141 of the Bankruptcy Code, whether or not (a) a Proof of Claim based on such debt has been Filed or deemed Filed pursuant to section 501 of the Bankruptcy Code, (b) a Claim based on such debt is Allowed pursuant to section 502 of the Bankruptcy Code or (c) the holder of a Claim based on such debt has accepted the Plan.

As of the Effective Date and in accordance with the foregoing and except as provided in the Plan or the Confirmation Order, the Confirmation Order will be a judicial determination of a discharge of all Claims, including any debts and Liabilities against the Debtors, pursuant to sections 524 and 1141 of the Bankruptcy Code, and such discharge will void any judgment obtained against the Debtors or Reorganized Debtors at any time to the extent that such judgment relates to a discharged Claim.

5. Enforcement of the Bar Date Order. Except as specifically set forth in the Plan, the Confirmation Order and this Notice, the Bar Date Order remains in full force and effect, including, without limitation, the establishment of February 19, 2016 as the Bar Date for

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entities, including governmental units, to File Claims that arose or are deemed to have arisen prior to the date on which the Debtors filed their chapter 11 petitions, August 3, 2015, including Claims arising under section 503(b)(9) of the Bankruptcy Code.

6. Administrative Claims Bar Date. Pursuant to Section II.A.1.h of the Plan, except as otherwise provided in Article II of the Plan, section 503(b)(1)(D) of the Bankruptcy Code and the Bar Date Order, and subject to any exceptions specifically set forth in the Confirmation Order, requests for payment of Administrative Claims (other than (a) DIP Facility Claims, (b) Fee Claims, (c) Ordinary Course Liabilities, (d) Professionals asserting a Fee Claim for services rendered before the Effective Date and (e) Claims pursuant to section 503(b)(9) of the Bankruptcy Code) must be Filed and served on the Reorganized Debtors pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation Order no later than 30 days after the Effective Date, which is [            ], 2016, or such earlier date as specified in the Bar Date Order for a particular Administrative Claim (the “Administrative Claims Bar Date”). Absent further Court order, Holders of Administrative Claims that are required, but fail, to File and serve a request for payment of such Administrative Claims on or before the Administrative Claims Bar Date will be forever barred, stopped and enjoined from asserting such Administrative Claims against the Debtors, the Reorganized Debtors or their respective property. After the Effective Date, objections to a request for the payment of an Administrative Claim, if any, must be Filed and served on the Reorganized Debtors and counsel to the First Lien Agent (together, the “Notice Parties”) and the requesting party by the latest of: (a) 150 days after the Effective Date, which is [            ], 2016; (b) 60 days after the Filing of the applicable request for payment of Administrative Claims; or (c) such other period of limitation as may be specifically fixed by a Final Order for objecting to such Administrative Claims.

7. Professional Fee Claims. Professionals asserting a Fee Claim for services rendered or reimbursement of expenses incurred before the Effective Date under sections 328, 330(a), 331, 503 or 1103 of the Bankruptcy Code for compensation for services rendered or expenses incurred in the Chapter 11 Cases must: (a) File a Final Fee Application no later than 60 days after the Effective Date, or [            ], 2016; and (b) serve it on the Notice Parties and such other entities who are designated by the Bankruptcy Rules, the Confirmation Order or other order of the Bankruptcy Court. Objections to any Fee Claim must be Filed and served on the Notice Parties and the requesting party by the later of: (a) 90 days after the Effective Date, which is [            ], 2016; (b) 30 days after the Filing of the applicable request for payment of the Fee Claim; or (c) such other period of limitation as may be specifically fixed by a Final Order for objecting to such Fee Claims.

8. Rejection Damages Claims. In accordance with Section II.G.6 of the Plan, unless otherwise provided by an order of the Bankruptcy Court, any Proofs of Claim based on the rejection of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise, must be Filed with the Bankruptcy Court and served upon counsel to the Debtors on or before the later of: (a) 30 days after the Effective Date; or (b) for Executory Contracts identified on Exhibit II.G.5, 30 days after (i) a notice of such rejection is served under the Order, Pursuant to Sections 105, 365 and 1123 of the Bankruptcy Code, (I) Establishing Procedures with Respect to the Proposed Assumption, Assumption and Assignment, and Rejection of Executory Contracts and Unexpired Leases and the Treatment of Other Agreements Pursuant to the Debtors’ Second

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Amended Joint Plan of Reorganization and Applicable Law and (II) Approving the Form and Manner of Notice Thereof (Docket No. 2840) (the “Contract Procedures Order”), if the contract counterparty does not timely file an objection to the rejection in accordance with the Contract Procedures Order or (ii) if such an objection to rejection is timely filed with the Bankruptcy Court in accordance with the Contract Procedures Order, the date that an Order is entered approving the rejection of the applicable contract or lease or the date that the objection to rejection is withdrawn. Any Claims not Filed within such applicable time periods will be forever barred from receiving a Distribution from the Debtors, the Reorganized Debtors or the Debtors’ Estates.

9. Service Upon Claims Agent. Administrative Claims and Proofs of Claim that are required to be Filed in accordance with the bar dates set forth above must be served on the Debtors’ claims, notice and balloting agent Kurtzman Carson Consultants, LLC so as to be actually received by the applicable deadline by delivering an applicable proof of claim by regular mail, overnight courier or hand delivery to the following address:

Alpha Natural Resources Claims Processing Center

c/o Kurtzman Carson Consultants, LLC

2335 Alaska Avenue

El Segundo, California 90245

Proofs of claim may NOT be delivered by facsimile or electronic mail transmission. Any facsimile or electronic mail submission will not be accepted and will not be deemed Filed until a proof of claim is submitted by one of the approved methods described above.

10. Notice Parties’ Service Addresses. To be effective, any notices, requests and demands required or permitted to be provided under the Plan shall be in writing (including, without express or implied limitation, by facsimile transmission), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when actually delivered or, in the case of notice by facsimile transmission, when received and telephonically confirmed, and addressed to: (i) counsel to the Reorganized Debtors, Jones Day, 901 Lakeside Avenue, Cleveland, Ohio 44114 (Attn: David G. Heiman, Carl E. Black and Thomas A. Wilson), Jones Day, 1420 Peachtree Street, N.E., Suite 800, Atlanta, Georgia 30309 (Attn: Jeffrey B. Ellman) and Hunton & Williams LLP, Riverfront Plaza, East Tower, 951 East Byrd Street, Richmond, Virginia 23219 (Attn: Tyler P. Brown, J.R. Smith, Henry P. (Toby) Long, III and Justin F. Paget); (ii) the Office of the United States Trustee, 101 W. Lombard Street, Suite 2650, Baltimore, Maryland 21201 (Attn: Hugh M. Bernstein); and (iii) counsel to the DIP Agent and the First Lien Agent, Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017 (Attn: Damian S. Schaible, Damon P. Meyer and Bradley A. Schecter) and McGuireWoods LLP, 800 East Canal Street, Richmond, Virginia 23219 (Attn: Dion W. Hayes, Sarah B. Boehm and K. Elizabeth Sieg), as applicable.

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11. Copies of the Plan and the Confirmation Order. Copies of the Plan and the Confirmation Order may be obtained free of charge at www.kccllc.net/alpharestructuring.

Dated: July [    ], 2016	Respectfully submitted,
Richmond, Virginia
	/s/ Henry P. (Toby) Long, III
	Tyler P. Brown (VSB No. 28072)
	J.R. Smith (VSB No. 41913)
	Henry P. (Toby) Long, III (VSB No. 75134)
	Justin F. Paget (VSB No. 77949)
	HUNTON & WILLIAMS LLP
	Riverfront Plaza, East Tower
	951 East Byrd Street
	Richmond, Virginia 23219
	Telephone: (804) 788-8200
	Facsimile: (804) 788-8218
	David G. Heiman (admitted pro hac vice)
	Carl E. Black (admitted pro hac vice)
	Thomas A. Wilson (admitted pro hac vice)
	JONES DAY
	North Point
	901 Lakeside Avenue
	Cleveland, Ohio 44114
	Telephone: (216) 586-3939
	Facsimile: (216) 579-0212
	-and-
	Jeffrey B. Ellman (admitted pro hac vice)
	JONES DAY
	1420 Peachtree Street, N.E.
	Suite 800
	Atlanta, Georgia 30309
	Telephone: (404) 581-3939
	Facsimile: (404) 581-8330
	ATTORNEYS FOR THE REORGANIZED DEBTORS

-5-

EX-99.1

Exhibit 99.1

JONES DAY North Point 901 Lakeside Avenue Cleveland, Ohio 44114 Telephone: (216) 586-3939 Facsimile: (216) 579-0212 David G. Heiman (admitted pro hac vice) Carl E. Black (admitted pro hac vice) Thomas A. Wilson (admitted pro hac vice) -and-	HUNTON & WILLIAMS LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219 Telephone: (804) 788-8200 Facsimile: (804) 788-8218 Tyler P. Brown (VSB No. 28072) J.R. Smith (VSB No. 41913) Henry P. (Toby) Long, III (VSB No. 75134) Justin F. Paget (VSB No. 77949)
JONES DAY 1420 Peachtree Street, N.E. Suite 800 Atlanta, Georgia 30309 Telephone: (404) 581-3939 Facsimile: (404) 581-8330 Jeffrey B. Ellman (admitted pro hac vice) Attorneys for Debtors and Debtors in Possession

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. 15-33896 (KRH)   (Jointly Administered)

SECOND AMENDED DISCLOSURE STATEMENT WITH RESPECT TO

SECOND AMENDED JOINT PLAN OF REORGANIZATION

OF DEBTORS AND DEBTORS IN POSSESSION

Dated: May 27, 2016

IMPORTANT INFORMATION FOR YOU TO READ

THE DEADLINE TO VOTE ON THE PLAN IS

JUNE 29, 2016 AT 5:00 P.M. PREVAILING EASTERN TIME,

UNLESS EXTENDED BY THE DEBTORS (THE “VOTING DEADLINE”).

FOR YOUR VOTE TO BE COUNTED, YOUR BALLOT MUST

BE ACTUALLY RECEIVED BY THE CLAIMS AND BALLOTING

AGENT BEFORE THE VOTING DEADLINE AS DESCRIBED HEREIN.

PLEASE BE ADVISED THAT ARTICLE III.E OF THE PLAN CONTAINS

RELEASE, EXCULPATION AND INJUNCTION PROVISIONS. YOU SHOULD REVIEW

AND CONSIDER THE PLAN CAREFULLY BECAUSE YOUR RIGHTS MAY BE AFFECTED.

Alpha Natural Resources, Inc. and 148 of its direct and indirect subsidiaries, as the above-captioned debtors and debtors in possession (collectively, the “Debtors”),¹ are providing you with the information in this Disclosure Statement because you may be a creditor entitled to vote on the Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession (along with all Confirmation Exhibits attached thereto or referenced therein, and as amended, supplemented and modified from time to time, the “Plan”).²

The Debtors believe that the Plan is in the best interests of creditors and other stakeholders. All creditors entitled to vote on the Plan are urged to vote in favor of it. A summary of the voting instructions is set forth beginning on page 62 of this Disclosure Statement and in the order (the “Disclosure Statement Order”) approving this Disclosure Statement. More detailed instructions are contained on the ballots distributed to the creditors entitled to vote on the Plan. To be counted, your ballot must be duly completed, executed and actually received by the Debtors’ claims, noticing and balloting agent, Kurtzman Carson Consultants, LLC (the “Claims and Balloting Agent”) by 5:00 p.m., prevailing Eastern time, on June 29, 2016, unless this deadline is extended by the Debtors.

The effectiveness of the proposed Plan is subject to material conditions precedent. See Sections V.J and V.K. There is no assurance that these conditions will be satisfied or waived.

This Disclosure Statement and any accompanying letters are the only documents to be used in connection with the solicitation of votes on the Plan. No person is authorized by the Debtors to give any information or to make any representation other than as contained in this Disclosure Statement and the exhibits attached hereto or incorporated by reference or referred to herein. If given or made, such information or representation may not be relied upon as having been authorized by the Debtors. Although the Debtors will make available to creditors entitled to vote on the Plan such additional information as may be required by applicable law prior to the Voting Deadline, the delivery of this Disclosure Statement will not under any circumstances imply that the information herein is correct as of any time after the date hereof.

ALL CREDITORS ENTITLED TO VOTE ON THE PLAN ARE ENCOURAGED TO READ AND CAREFULLY CONSIDER THIS ENTIRE DISCLOSURE STATEMENT, INCLUDING THE PLAN ATTACHED HERETO AS EXHIBIT B AND THE RISK FACTORS DESCRIBED IN SECTION X, PRIOR TO SUBMITTING BALLOTS IN RESPONSE TO THIS SOLICITATION.

The summaries of the Plan and other documents contained in this Disclosure Statement are qualified in their entirety by reference to the Plan itself, the documents listed in the “Table of Exhibits” in the Plan (collectively, the “Confirmation Exhibits”) and the documents described therein as filed in the above-captioned chapter 11 cases prior to approval of this Disclosure Statement or subsequently as supplemental materials. In the event that any inconsistency or conflict exists between this Disclosure Statement and the Plan, the terms of the Plan will control.

¹  A schedule identifying each of the Debtors and their respective case numbers is attached hereto as Exhibit A.

²  A copy of the Plan is attached hereto as Exhibit B. Capitalized terms not otherwise defined herein have the meanings given to them in the Plan.

Except as otherwise indicated, the Debtors will File all Confirmation Exhibits with the United States Bankruptcy Court for the Eastern District of Virginia and, to the extent of the withdrawal of any reference under section 157 of title 28 of the United States Code, the District Court (together, the “Bankruptcy Court”) no later than seven calendar days before the Confirmation Hearing, to the extent not filed earlier; provided, however, that Exhibits I.A.76, I.A.77, I.A.215, I.A.250, II.G.1.a, II.G.4, II.G.5 and IV.B.1 to the Plan will be Filed no later than seven calendar days prior to the Voting Deadline. All Confirmation Exhibits will be made available on the Document Website, www.kccllc.net/alpharestructuring, once they are Filed.

This Disclosure Statement contains, among other things, descriptions and summaries of provisions of the Plan being proposed by the Debtors. The Debtors reserve the right to modify the Plan consistent with section 1127 of title 11 of the United States Code (as now in effect or hereafter amended, the “Bankruptcy Code”) and Rule 3019 of the Federal Rules of Bankruptcy Procedure (together with the local rules of the Bankruptcy Court, as now in effect or hereafter amended, the “Bankruptcy Rules”).

The statements contained in this Disclosure Statement are made only as of the date of this Disclosure Statement, and there can be no assurance that the statements contained herein will be correct at any time after this date. The information contained in this Disclosure Statement, including the information regarding the history, businesses and operations of the Debtors, the financial information regarding the Debtors and the liquidation analysis relating to the Debtors, is included for purposes of soliciting acceptances of the Plan, but, as to contested matters and adversary proceedings, is not to be construed as admissions or stipulations, but rather as statements made in settlement negotiations as part of the Debtors’ attempt to settle and resolve their liabilities pursuant to the Plan. This Disclosure Statement will not be admissible in any non-bankruptcy proceeding, nor will it be construed to be conclusive advice on the tax, securities or other legal effects of the Plan as to Holders of Claims against, or Interests in, either (a) the Debtors or (b) the Reorganized Debtors (as defined in the Plan). Except where specifically noted, the financial information contained in this Disclosure Statement and in its exhibits has not been audited by a certified public accountant and has not been prepared in accordance with generally accepted accounting principles in the United States.

FORWARD-LOOKING STATEMENTS

This Disclosure Statement contains forward-looking statements based primarily on the current expectations of the Debtors and projections about future events and financial trends affecting the financial condition of the Debtors’ businesses and assets. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions identify these forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described below under the caption “Plan-Related Risk Factors” in Section X. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this Disclosure Statement may not occur, and actual results could differ materially from those anticipated in the forward-looking statements. The Debtors do not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

This Disclosure Statement has been prepared in accordance with section 1125 of the Bankruptcy Code and Bankruptcy Rule 3016 and not necessarily in accordance with federal or state securities laws or other non-bankruptcy laws. This Disclosure Statement has not been approved or disapproved by the United States Securities and Exchange Commission (the “SEC”), any state securities commission or any securities exchange or association, nor has the SEC, any state securities commission or any securities exchange or association passed upon the accuracy or adequacy of the statements contained herein.

QUESTIONS AND ADDITIONAL INFORMATION

If you would like to obtain copies of this Disclosure Statement, the Plan or any of the documents attached hereto or referenced herein, or have questions about the solicitation and voting process or the Debtors’ Chapter 11 Cases generally, please contact the Claims and Balloting Agent, either by (a) visiting the Document Website at www.kccllc.net/alpharestructuring or (b) calling (i) toll-free at (888) 249-2703 or (ii) for callers outside of the United States or Canada, at +1 (310) 751-2602.

TABLE OF CONTENTS

I. INTRODUCTION				1
	A.	Overview of Restructuring		1
	B.	Material Terms of the Plan		3
	C.	Parties Entitled to Vote on the Plan		8
	D.	Solicitation Package		10
	E.	Voting Procedures, Ballots and Voting Deadline		11
	F.	Confirmation Exhibits		12
	G.	Confirmation Hearing and Deadline for Objections to Confirmation		12
II. THE DEBTORS’ PREPETITION BUSINESS AND CORPORATE STRUCTURE				13
	A.	Background Regarding the Debtors’ Business		13
	B.	Structure of Prepetition Operations		14
	C.	The Debtors’ Prepetition Capital Structure		15
		1.	Long-Term Institutional Debt Obligations	15
		2.	Trade Debt	18
		3.	Non-Capital Lease Obligations	18
		4.	Capital Lease Obligations	19
		5.	Reclamation Obligations	19
		6.	Pension Obligations	21
		7.	Other Post-Employment Benefit Obligations	21
		8.	Regulatory Compliance Costs	22
		9.	Black Lung Benefit Obligations	23
		10.	1974 Pension Plan Obligations	23
	D.	Events Leading to the Commencement of the Chapter 11 Cases		23
III. THE CHAPTER 11 CASES				25
	A.	Voluntary Petitions		25
	B.	First Day Relief		25
	C.	Retention of Professionals and Advisors		27
	D.	Statutory Committees		27
		1.	The Creditors’ Committee	27
		2.	The Retiree Committee	28
		3.	Motion to Appoint an Equity Committee	28
	E.	Postpetition Financing		28
		1.	The DIP Financing	28
		2.	Adequate Protection	30
		3.	Amendments to the First Out DIP Credit Agreement	30
		4.	The Challenge Period	31
	F.	The Schedules and Statements		31
	G.	Claims Process and Bar Date		31
	H.	Interim Bonding Settlements		32
		1.	The Wyoming Bonding Request	32
		2.	The West Virginia Bonding Request	32
	I.	Key Employee Motions		33
		1.	Motion to Continue Retention Programs for Non-Insider Key Employees	33
		2.	Motion to Approve Payment of the 2015 Annual Incentive Bonus to Certain Insiders and the Key Employee Incentive Plan for 2016	33
	J.	Sale Motions		33
		1.	Motion to Approve Miscellaneous Asset Sale Procedures	33
		2.	Motion to Approve Rice Shares Sale Procedures	34
		3.	Motion to Approve Sales of Non-Core Mining Property	34
		4.	Motion to Approve Sales of Core Mining Property	34
	K.	Employee/Retiree Benefits		35
		1.	Non-Union Retiree Benefit Motion	35

-iii-

TABLE OF CONTENTS

(continued)

		2.	Non-Qualified Benefit Motion	35
		3.	1113/1114 Motion	35
	L.	Further Motions and Related Events in the Chapter 11 Cases		37
		1.	Motion to Extend the Exclusive Filing and Solicitation Periods	37
		2.	Motion to Extend the Removal Period	37
		3.	Motion to Dismiss the Chapter 11 Case of Gray Hawk Insurance Company	37
		4.	Motion to Extend the Deadline to Assume or Reject Non-Residential Real Property Leases	37
		5.	Omnibus Motions for Assumption or Rejection of Executory Contracts and Unexpired Leases	38
IV. POSTPETITION PLAN NEGOTIATIONS AND RESTRUCTURING INITIATIVES				38
	A.	The Debtors’ Financial and Operational Performance Following the Petition Date		38
	B.	The Debtors’ Negotiations with Their Lenders		39
		1.	The Initial Business Plan and the Case Milestones	39
		2.	The Revised Business Plan and Modified Case Milestones	40
		3.	The Extension Agreement	40
		4.	The Plan Structure Agreement	41
		5.	The Stalking Horse Bid	41
		6.	Separation of the PLR Natural Gas Assets from the Stalking Horse Bid	42
		7.	The Sale Motion Settlements	42
	C.	The Global Settlement		44
	D.	The Second Lien Lender Settlement		45
	E.	The Proposed Resolution of Reclamation Obligations		46
V. THE PLAN				47
	A.	General		47
	B.	Classification and Treatment of Claims and Interests Under the Plan		47
	C.	Unclassified Claims		48
		1.	Payment of Administrative Claims	48
		2.	Payment of Priority Tax Claims	51
	D.	Classified Claims and Interests		51
	E.	Subordination; Reservation of Rights to Reclassify Claims		53
	F.	Special Provisions Regarding the Treatment of Allowed Secondary Liability Claims; Maximum Recovery		53
	G.	Confirmation Without Acceptance by All Impaired Classes		54
	H.	Class Without Voting Claim Holders		54
	I.	Treatment of Executory Contracts and Unexpired Leases		54
		1.	Executory Contracts and Unexpired Leases to Be Assumed	54
		2.	Approval of Assumptions and Assignments; Assignments Related to Restructuring Transactions	55
		3.	Payments Related to the Assumption of Executory Contracts and Unexpired Leases	55
		4.	Contracts and Leases Entered Into After the Petition Date or Previously Assumed	56
		5.	Rejection of Executory Contracts and Unexpired Leases	56
		6.	Rejection Damages Bar Date	56
		7.	Executory Contract and Unexpired Lease Notice Provisions	57
		8.	Obligations to Indemnify Directors, Officers and Employees	57
		9.	No Change in Control	58
	J.	Conditions Precedent to Confirmation of the Plan		58
	K.	Conditions Precedent to the Effective Date		59
	L.	Waiver of Conditions to Confirmation or the Effective Date		59
	M.	Effect of Nonoccurrence of Conditions to the Effective Date		59
	N.	Retention of Jurisdiction by the Bankruptcy Court		60

-iv-

TABLE OF CONTENTS

(continued)

VI. VOTING REQUIREMENTS				62
	A.	Voting Deadline		62
	B.	Holders of Claims Entitled to Vote		62
	C.	Vote Required for Acceptance by a Class		63
VII. CONFIRMATION OF THE PLAN				64
	A.	Confirmation Hearing		64
	B.	Deadline to Object to Confirmation		64
	C.	Requirements for Confirmation of the Plan		65
		1.	Requirements of Section 1129(a) of the Bankruptcy Code	65
		2.	Best Interests of Creditors	67
		3.	Feasibility	68
		4.	Requirements of Section 1129(b) of the Bankruptcy Code	68
	D.	Standards Applicable to Certain Releases		69
VIII. MEANS OF IMPLEMENTATION OF THE PLAN				70
	A.	Effect of Confirmation of the Plan		70
		1.	Dissolution of Official Committees	70
		2.	Preservation of Rights of Action by the Debtors and the Reorganized Debtors; Recovery Actions	70
		3.	Comprehensive Settlement of Claims and Controversies	70
		4.	Discharge of Claims and Termination of Interests	71
		5.	Injunction	71
		6.	Releases	72
		7.	Exculpation	73
		8.	Termination of Certain Subordination Rights and Settlement of Related Claims and Controversies	73
		9.	Liabilities Under Single-Employer Defined Benefit Pension Plans Not Terminated Prior to the Confirmation Date	74
	B.	Continued Corporate Existence and Vesting of Assets		74
	C.	Restructuring Transactions		74
		1.	Restructuring Transactions Generally	74
		2.	Obligations of Any Successor Corporation in a Restructuring Transaction	75
	D.	The NewCo Asset Sale		75
	E.	The Resolution of Reclamation Obligations		75
	F.	Corporate Governance and Directors and Officers		76
		1.	Constituent Documents of Reorganized ANR and the Other Reorganized Debtors	76
		2.	Directors and Officers of Reorganized ANR and the Other Reorganized Debtors	76
	G.	Reorganized ANR Preferred Interests		76
	H.	Reorganized ANR Contingent Revenue Payment		76
	I.	Contingent Credit Support		77
	J.	Initial Cash		77
	K.	Restricted Cash Reclamation Accounts		78
	L.	Reorganized ANR Common Stock		78
	M.	NewCo Equity and NewCo Warrants		78
	N.	Employment-Related Agreements; Retiree Benefits; Workers’ Compensation Programs		78
		1.	Employment-Related Agreements	78
		2.	Retiree Benefits	78
		3.	Assumption of Pension Plans	78
		4.	Continuation of Workers’ Compensation Programs	79
		5.	Black Lung Excise Taxes	79
	O.	Corporate Action		79

-v-

TABLE OF CONTENTS

(continued)

	P.	Special Provisions Regarding Insured Claims		80
		1.	Limitations on Amounts to Be Distributed to Holders of Allowed Insured Claims	80
		2.	Assumption and Continuation of Insurance Contracts	80
	Q.	Cancellation and Surrender of Instruments, Securities and Other Documentation		80
		1.	Notes	80
		2.	Old Common Stock	81
	R.	Release of Liens		81
	S.	Effectuating Documents; Further Transactions		81
	T.	Exemption from Certain Transfer Taxes		81
	U.	Compliance with Federal Securities Laws		81
	V.	Provisions Governing Distributions Under the Plan and for Resolving Disputed Claims		82
		1.	Distributions for Claims Allowed as of the Effective Date	82
		2.	Method of Distributions to Holders of Claims	82
		3.	Distributions of the NewCo Contribution	82
		4.	Distributions on Account of Allowed Noteholder Claims	82
		5.	Compensation and Reimbursement for Services Related to Distributions	82
		6.	Delivery of Distributions and Undeliverable or Unclaimed Distributions	83
		7.	Timing and Calculation of Amounts to Be Distributed	84
		8.	Distribution Record Date	84
		9.	Means of Cash Payments	84
		10.	Establishment of Reserves and Provisions Governing Same	85
		11.	Surrender of Canceled Instruments or Securities	85
		12.	Withholding and Reporting Requirements	85
		13.	Setoffs	86
		14.	Application of Distributions	86
		15.	Claims Oversight Committee	86
		16.	Treatment of Disputed Claims	86
		17.	Prosecution of Objections to Claims	87
		18.	Distributions on Account of Disputed Claims Once Allowed	88
	W.	Consolidation		88
IX. LIQUIDATION ANALYSIS AND FINANCIAL PROJECTIONS				89
X. PLAN-RELATED RISK FACTORS				90
	A.	Certain Bankruptcy Considerations		90
	B.	General Economic Risk Factors and Risks Specific to the Business of the Debtors		93
	C.	Risks Related to Reorganized ANR Common Stock		94
XI. FEDERAL INCOME TAX CONSEQUENCES OF CONSUMMATION OF THE PLAN				95
	A.	General		95
	B.	Consequences to the Debtors and NewCo		95
	C.	Certain U.S. Federal Income Tax Consequences to U.S. Holders of Claims		99
	D.	Certain U.S. Federal Income Tax Consequences of the Plan to Non-U.S. Holders of Claims		104
	E.	Importance of Obtaining Professional Tax Assistance		107
XII. APPLICABILITY OF CERTAIN FEDERAL AND STATE SECURITIES LAWS				108
	A.	Reorganized ANR Common Stock		108
	B.	Initial Offer and Sale		108
	C.	Subsequent Transfers under Federal Securities Law		109
		1.	Non-Affiliates	109
		2.	Affiliates	110
	D.	Subsequent Transfers Under State Law		110
XIII. RECOMMENDATION AND CONCLUSION				111

-vi-

TABLE OF EXHIBITS

EXHIBIT A:	Schedule of Debtors and Debtors in Possession
EXHIBIT B:	Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession
EXHIBIT C:	Liquidation Analysis
EXHIBIT D:	Prospective Financial Information for the Reorganized Debtors
EXHIBIT E:	Prospective Financial Information for NewCo

-vii-

I.

INTRODUCTION

Alpha Natural Resources, Inc. (“ANR”) and certain of its direct and indirect subsidiaries, as the above-captioned debtors and debtors in possession (collectively, the “Debtors”) in the jointly-administered cases commenced under chapter 11 of title 11 of the United States Code (as now in effect or hereafter amended, the “Bankruptcy Code”), filed in the United States Bankruptcy Court for the Eastern District of Virginia (together with the District Court to the extent of the withdrawal of any reference under section 157 of title 28 of the United States Code, the “Bankruptcy Court”) and captioned In re Alpha Natural Resources, Inc., et al., Case No. 15-33896 (KRH) (Bankr. E.D. Va.) (collectively, the “Chapter 11 Cases”), submit this Disclosure Statement pursuant to section 1125 of the Bankruptcy Code in connection with the solicitation of acceptances of the Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession (together with all Confirmation Exhibits attached thereto or referenced therein, as they may be amended, modified or supplemented, the “Plan”). A copy of the Plan is attached hereto as Exhibit B.

This Disclosure Statement sets forth certain information regarding the prepetition operating and financial history of the Debtors, the events leading up to the commencement of the Chapter 11 Cases, significant events that have occurred during the Chapter 11 Cases and the anticipated organization, operations and capital structure of the Debtors on and after the Effective Date of the Plan and any entities created as part of the Restructuring Transactions (collectively, the “Reorganized Debtors”) if the Plan is confirmed and becomes effective. This Disclosure Statement also describes terms and provisions of the Plan, including certain effects of Confirmation of the Plan by the Bankruptcy Court, certain risk factors (including those associated with securities to be issued under the Plan), and the manner in which Distributions will be made under the Plan. “Confirmation” means the entry by the Bankruptcy Court on the docket of the Chapter 11 Cases of an order (the “Confirmation Order”) (a) confirming the Plan pursuant to section 1129 of the Bankruptcy Code, (b) approving the Stalking Horse APA and the Asset sale contemplated therein, (c) approving the Diminution Claim Allowance Settlement and the Unencumbered Asset Settlement on a final and non-conditional basis and (d) granting certain additional relief. The Confirmation process and the voting procedures that Holders of Claims in the Chapter 11 Cases who are entitled to vote on the Plan must follow for their votes to be counted are also discussed herein.

The Debtors are the proponents of the Plan and believe that the Plan is the best means to efficiently and effectively pave the way for the Debtors’ emergence from bankruptcy. The Plan is also supported by the DIP Lenders, the DIP Agents, the First Lien Lenders, the First Lien Agent, the Creditors’ Committee, the Second Lien Notes Trustee, the Ad Hoc Committee of Second Lien Noteholders and the Massey Convertible Notes Trustee (collectively, the “Plan Supporters”).

Capitalized terms not otherwise defined herein shall have the meanings given to them in the Plan. All dollar amounts provided in this Disclosure Statement and in the Plan are given in United States dollars.

On May 26, 2016, the Bankruptcy Court entered an order (Docket No. 2549) (the “Disclosure Statement Order”) approving this Disclosure Statement as containing “adequate information,” i.e., information of a kind and in sufficient detail to enable a hypothetical reasonable investor typical of the holders of Claims or Interests to make an informed judgment about the Plan. THE BANKRUPTCY COURT’S APPROVAL OF THIS DISCLOSURE STATEMENT CONSTITUTES NEITHER A GUARANTY OF THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED HEREIN NOR AN ENDORSEMENT OF THE MERITS OF THE PLAN BY THE BANKRUPTCY COURT.

A. Overview of Restructuring

The coal industry has faced unprecedented and well documented market and regulatory headwinds in recent years that together compelled the Debtors to commence these Chapter 11 Cases on August 3, 2015 (the “Petition Date”). Since the Petition Date, conditions in the Debtors’ industry have continued to deteriorate to the extent that coal production, pricing and exports during the second half of 2015 all declined year-on-year from the same period in 2014. As a result, and despite the Debtors’ continuing efforts to maximize efficiency, certain of their operations have remained cash-flow negative and a burden on their other valuable assets. The Debtors therefore determined that it was in their best interests and the best interests of their creditors and other stakeholders to preserve and maximize the value of their estates by commencing a process for the sale of their core assets.

To facilitate this sales process, the Debtors’ prepetition First Lien Lenders (as defined herein) agreed to serve as a stalking horse bidder by credit bidding $500 million of the secured debt due to them for certain of the Debtors’ assets (the “Reserve Price Assets”). As a “stalking horse bid,” the First Lien Lenders’ credit bid on the Reserve Price Assets (the “Stalking Horse Bid”) has been subject to higher or otherwise better offers pursuant to a marketing and sale process approved by the Bankruptcy Court. The First Lien Lenders’ participation in the sale process as stalking horse bidders has ensured that the Debtors will recover maximum value for their assets in this challenging environment by subjecting the assets to a competitive marketing process, thereby providing considerable benefit to the Debtors’ estates. Notably, the First Lien Lenders’ Stalking Horse Bid does not include any customary bid protections (such as break-up fees or expense reimbursement) generally paid to a stalking horse bidder, and therefore merely sets a floor to begin a bidding process on a level playing field without any cost to the Debtors’ estates. The amount of the Stalking Horse Bid has already been reduced by $175 million as a result of the Bankruptcy Court’s approval of a $200 million alternative stalking horse bid for the Debtors’ natural gas business in the Marcellus Shale in southwestern Pennsylvania (the “PLR Assets”), as expressly contemplated by the terms of the asset purchase agreement entered into by the First Lien Lenders.

The Debtors and their advisors have thoroughly marketed the Reserve Price Assets, including by: (a) contacting more than 150 strategic, financial and other investors; (b) executing non-disclosure agreements with, and providing key information to, many such investors; and (c) providing potentially interested bidders with marketing and due diligence information. In response, the Debtors received 17 preliminary indications of interest, of which 5 were for the Reserve Price Assets other than the PLR Assets, and a total of nine final bids by the bid deadline of May 9, 2016, of which one included the Reserve Price Assets. Nevertheless, the Board of Directors of ANR did not qualify any competing bids for the Reserve Price Assets other than the PLR Assets because all of the alternative proposals that the Debtors received, as applicable: (a) provided no additional value to the Debtors’ estates; (b) were not economically viable, in the Debtors’ business judgment; (c) contained speculative financing or other unacceptable contingencies; and/or (d) represented a material increase in risk related to completing the Debtors’ restructuring. As a result, except with respect to the PLR Assets,³ the proposed auction of the Reserve Price Assets was cancelled and, on May 13, 2016, the Debtors filed a notice designating the Stalking Horse Bid as the successful bid for such assets.

In connection with the stalking horse process and following extensive analysis and negotiations, the Debtors negotiated the principal terms of a comprehensive settlement of issues with the First Lien Lenders and the DIP Lenders (as defined herein). In connection with this comprehensive settlement, the Debtors and the First Lien Lenders entered into two separate settlement agreements (together, the “First Lien Settlement Agreements”), which were approved by the Bankruptcy Court on May 2, 2016. One of the First Lien Settlement Agreements establishes which of the Debtors’ assets will be deemed to have been unencumbered by the First Lien Credit Agreement as of the Petition Date. The other First Lien Settlement Agreement establishes the methodology for calculating the First Lien Lenders’ claim for the diminution in value of their interests in collateral relating to the First Lien Credit Agreement. Having achieved these settlements with the Debtors’ primary secured creditors, the Debtors were able to engage productively in negotiations with their other key stakeholders. As a result of these negotiations, the Debtors have succeeded in reaching a global and comprehensive settlement (the “Global Settlement”) of issues related to their restructuring with the statutory official committee of unsecured creditors appointed by the United States Trustee in the Chapter 11 Cases (as such committee may be constituted from time to time, the “Creditors’ Committee”), the First Lien Lenders, the First Lien Agent, the Second Lien Notes Trustee, the Ad Hoc Committee of Second Lien Noteholders, the DIP Lenders, the DIP Agents, the Massey Convertible Notes Trustee and the Massey Convertible Noteholders (collectively with the Debtors and the Creditors’ Committee, the “Global Settlement Parties”).

The Global Settlement (a) establishes the framework for the restructuring proposed in the Plan and described in this Disclosure Statement and (b) provides numerous benefits to the Debtors’ estates and material recoveries to secured and unsecured creditors alike. The Global Settlement contemplates that the Material Reserve

³  The Debtors qualified four additional bidders for the PLR Assets. At an auction held on May 16, 2016, the $339.5 million cash bid for the PLR Assets of Vantage Energy Appalachia II, LLC was named the successful bid.

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Price Assets will be acquired by a newly-created entity (“NewCo”) as part of the “Restructuring Transactions” consummated in connection with the Plan (and not pursuant to a separate sale process as originally contemplated), with the equity in such entity to be held by the First Lien Lenders, the Second Lien Noteholders and unsecured creditors. Moreover, the Global Settlement resolves several pending and potentially contentious issues between the parties, including with respect to the Creditors’ Committee’s challenge to the agreement of the Debtors and First Lien Lenders regarding the scope of the First Lien Lenders’ interests in the Debtors’ assets as of the Petition Date. In summary, the Global Settlement Parties believe that the Global Settlement will maximize recoveries to creditors and is in the best interests of the Debtors’ estates.

In addition to the Global Settlement, the Debtors are also in the process of resolving issues with other key parties in interest in these Chapter 11 Cases, including the states where the Reorganized Debtors intend to continue coal mining operations for the principal purpose of conducting environmental reclamation work related to their remaining assets. As a result of extensive negotiations with these jurisdictions, the Debtors believe that they will be able to achieve a resolution that will assure the states that the Debtors will perform their reclamation obligations while also providing the Debtors with predictable expenditures.

The Debtors believe that the sale processes they have engaged in, combined with the Global Settlement and other settlements will maximize the value obtained for the Debtors’ assets for the benefit of their creditors and allow the Debtors’ businesses to restructure as going concerns, thereby preserving value and jobs and enabling the Debtors to address their reclamation obligations, for the benefit of all parties in interest in the Chapter 11 Cases.

B. Material Terms of the Plan

As discussed in more detail in Sections IV, V and VIII below, the Plan includes a consensual resolution of a number of complex Claims that have been the subject of extensive and vigorous negotiations beginning prepetition and continuing postpetition among the Debtors and the Plan Supporters. The distributions under the Plan of Cash, interests, securities or other property, as may be applicable, to the holders of Allowed Claims in accordance with, and subject to the terms of, the Plan (collectively, the “Distributions”) reflect the impact of agreed-upon settlements of certain complex disputes. The Debtors believe that absent such settlements, these bankruptcy cases would require extensive and potentially prohibitively expensive litigation to the detriment of the Debtors’ estates and all stakeholders. Through the settlement of certain claims, as defined in section 101(5) of the Bankruptcy Code, against a Debtor or its Estate (collectively, the “Claims”) and all other disputed issues among the Debtors and the Plan Supporters, the Plan will allow the Debtors to exit bankruptcy protection expeditiously and with sufficient liquidity to implement the Plan.

THE DEBTORS BELIEVE THAT THE IMPLEMENTATION OF THE PLAN IS IN THE BEST INTERESTS OF EACH OF THE DEBTORS AND THEIR STAKEHOLDERS. FOR ALL OF THE REASONS DESCRIBED IN THIS DISCLOSURE STATEMENT, THE DEBTORS URGE YOU TO RETURN YOUR BALLOT ACCEPTING THE PLAN BY THE VOTING DEADLINE (I.E., THE DATE BY WHICH YOUR BALLOT MUST BE ACTUALLY RECEIVED), WHICH IS JUNE 29, 2016 AT 5:00 P.M. PREVAILING EASTERN TIME.

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As set forth in further detail below, the material terms of the Plan are as follows:

TREATMENT OF CLAIMS AND INTERESTS As further described and defined in Article II of the Plan, the Plan contemplates the following treatment of Claims and Interests:   •    Administrative Claims – Each holder of an Allowed Administrative Claim will receive, in full satisfaction of its Administrative Claim, Distribution Cash equal to the amount of such Allowed Administrative Claim either: (a) on the Effective Date or as soon as reasonably practicable thereafter; or (b) if the Administrative Claim is not allowed as of the Effective Date, no later than 30 days after the date on which such Administrative Claim becomes an Allowed Claim. These Claims are unimpaired and are unclassified under the Plan.   •    Priority Tax Claims – Each holder of an Allowed Priority Tax Claim will receive, at the option of the applicable Debtor or Reorganized Debtor, as applicable, in full satisfaction of its Allowed Priority Tax Claim that is due and payable on or before the Effective Date, either (a) Distribution Cash equal to the amount of such Allowed Priority Tax Claim (i) on the Effective Date or (ii) if the Priority Tax Claim is not Allowed as of the Effective Date, no later than 30 days after the date on which such Priority Tax Claim becomes an Allowed Priority Tax Claim or (b) Distribution Cash in the aggregate amount of such Allowed Priority Tax Claim payable in annual equal installments commencing on the later of (i) the Effective Date (or as soon as reasonably practicable thereafter) and (ii) the date such Priority Tax Claim becomes an Allowed Priority Tax Claim (or as soon as practicable thereafter) and ending no later than five years after the Petition Date. These Claims are unimpaired and are unclassified under the Plan.   •    Priority Claims – On the Effective Date, each holder of an Allowed Priority Claim will receive Distribution Cash equal to the amount of such Allowed Claim, unless the holder of such Priority Claim and the applicable Debtor or Reorganized Debtor, as applicable, agree to a different treatment. These Claims are Class 1 Claims and are unimpaired under the Plan.   •    Secured First Lien Lender Claims – On the Effective Date, unless otherwise agreed by a Claim holder and the applicable Debtor or Reorganized Debtor, each holder of an Allowed Secured First Lien Lender Claim will receive the holder’s Pro Rata share of the First Lien Lender Distribution. These Claims are Class 2 Claims and are impaired under the Plan.   •    Secured Second Lien Noteholder Claims – In accordance with the terms of the Second Lien Noteholder Settlement and the Global Settlement, on the Effective Date, unless otherwise agreed by a Claim holder and the applicable Debtor or Reorganized Debtor, each holder of an Allowed Secured Second Lien Noteholder Claim will receive such holder’s Pro Rata share of the NewCo ABL Participation Rights. Each holder of an Allowed Secured Second Lien Noteholder Claim exercising such holder’s NewCo ABL Participation Rights shall be entitled to such holder’s allocated portion of the Second Lien Noteholder Distribution, as set forth in the Second Lien Noteholder Settlement Stipulation and the Second Lien Noteholder Settlement Term Sheet. These Claims are Class 3 Claims and are impaired under the Plan.   •    Secured Massey Convertible Noteholder Claims – In accordance with the terms of the Global Settlement, on the Effective Date, unless otherwise agreed by a Claim holder and the applicable Debtor or Reorganized Debtor, each holder of an Allowed Secured Massey Convertible Noteholder Claim will receive such holder’s Pro Rata share of (a) the Massey Convertible Noteholder Cash Component and (b) the Series B Preferred Interests. These Claims are Class 4 Claims and are impaired under the Plan.   •    Other Secured Claims – On the Effective Date, unless otherwise agreed by a Claim holder and the applicable Debtor or Reorganized Debtor, each holder of an Allowed Other Secured Claim will receive treatment on account of such Allowed Other Secured Claim in the manner set forth in Option A, B or C below, at the election of the applicable Debtor. The applicable Debtor will be deemed to have elected Option B except with respect to (a) any Allowed Secured Claim as to which the applicable Debtor elects either Option A or Option C in one or more certifications Filed prior to the conclusion of the Confirmation Hearing and (b) any Allowed Secured Tax Claim, with respect to which the applicable Debtor will be deemed to have elected Option A.   Option A: On the Effective Date, Allowed Other Secured Claims with respect to which the applicable Debtor elects Option A will receive Distribution Cash equal to the amount of such Allowed Claim.   Option B: On the Effective Date, Allowed Other Secured Claims with respect to which the applicable Debtor elects or is deemed to have elected Option B will be Reinstated.

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Option C: On the Effective Date, a holder of an Allowed Other Secured Claim with respect to which the applicable Debtor elects Option C will be entitled to receive (and the applicable Debtor or Reorganized Debtor shall release and transfer to such holder) the collateral securing such Allowed Claim.

The holder of an Allowed Secured Tax Claim in Class 5 will not be entitled to receive any payment on account of any penalty arising with respect to or in connection with such Allowed Secured Tax Claim. Any such Claim or demand for any such penalty will be subject to treatment in Class 6A, if not subordinated to Class 6A Claims pursuant to an order of the Bankruptcy Court. The holder of an Allowed Secured Tax Claim will not assess or attempt to collect such penalty from the Debtors, the Reorganized Debtors, NewCo, or their respective property (other than as a holder of a Class 6A Claim).

These Claims are Class 5 Claims and are unimpaired under the Plan.

•    Category 1 General Unsecured Claims – On the Effective Date, and on each Distribution Date thereafter, each holder of an Allowed Category 1 General Unsecured Claim will receive a Pro Rata share of assets contributed to the Category 1 General Unsecured Claims Asset Pool; provided that no Distributions shall be provided on account of any Allowed First Lien Lender Claims constituting Deficiency Claims in Class 6A. These Claims are Class 6A Claims and are impaired under the Plan.

•    Second Lien Category 2 General Unsecured Claims – On the Effective Date, and on each Distribution Date thereafter, each holder of an Allowed Category 2 General Unsecured Claim that is a Second Lien Noteholder Claim will receive a Pro Rata share of assets contributed to the Category 2 General Unsecured Claims Asset Pool; provided that Distributions on account of any Allowed Second Lien Noteholder Claims constituting Deficiency Claims in Class 6B shall not include any portion of the Reorganized ANR Contingent Revenue Payment. These Claims are Class 6B Claims and are impaired under the Plan.

•    Non-Second Lien Category 2 General Unsecured Claims - On the Effective Date, and on each Distribution Date thereafter, each holder of an Allowed Category 2 General Unsecured Claim that is not a Second Lien Noteholder Claim will receive a Pro Rata share of assets contributed to the Category 2 General Unsecured Claims Asset Pool. These Claims are Class 6C Claims and are impaired under the Plan.

•    Prepetition Intercompany Claims – Holders of Prepetition Intercompany Claims will not be entitled to any Distribution under the Plan. Subject to the Restructuring Transactions, on the Effective Date, Prepetition Intercompany Claims that are not eliminated by operation of law or otherwise pursuant to the Restructuring Transactions will be deemed settled and compromised in exchange for the consideration and other benefits provided to the holders of Prepetition Intercompany Claims and not entitled to any Distribution of Plan consideration under the Plan. Notwithstanding this treatment of Prepetition Intercompany Claims, each of the holders of a Prepetition Intercompany Claim will be deemed to have accepted the Plan. These Claims are Class 7 Claims and are impaired under the Plan.

•    Section 510(b) Securities Claims – No property will be distributed to or retained by the holders of Section 510(b) Securities Claims, and such Claims will be extinguished on the Effective Date. Holders of Section 510(b) Securities Claims will not receive any Distribution pursuant to the Plan. Consistent with the language of section 1126(g) of the Bankruptcy Code, each holder of a Section 510(b) Securities Claim will be deemed to have rejected the Plan. These Claims are Class 8 Claims and are impaired under the Plan.

•    Section 510(b) Old Common Stock Claims – No property will be distributed to or retained by the holders of Section 510(b) Old Common Stock Claims, and such Claims will be extinguished on the Effective Date. Holders of 510(b) Old Common Stock Claims will not receive any Distribution pursuant to the Plan. Consistent with the language of section 1126(g) of the Bankruptcy Code, each holder of a Section 510(b) Old Common Stock Claim will be deemed to have rejected the Plan. These Claims are Class 9 Claims and are impaired under the Plan.

•    Old Common Stock of ANR Interests – On the Effective Date, the Old Common Stock of ANR and all Interests related thereto will be canceled, and holders of Old Common Stock of ANR Interests will not receive any Distribution pursuant to the Plan. Consistent with the language of section 1126(g) of the Bankruptcy Code, each holder of an Old Common Stock of ANR Interest will be deemed to have rejected the Plan. These Interests are Class 10 Interests and are impaired under the Plan.

•    Subsidiary Debtor Equity Interests – On the Effective Date, the Subsidiary Debtor Equity Interests will be Reinstated, subject to the Restructuring Transactions. These Interests are Class 11 Interests and are unimpaired under the Plan.

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SETTLEMENT AND COMPROMISE	Pursuant to Bankruptcy Rule 9019 and in consideration for the distributions and other benefits provided under the Plan, the provisions of the Plan will constitute a good faith compromise and settlement of all claims or controversies relating to the rights that a holder of a Claim or Interest may have with respect to any Allowed Claim or Allowed Interest or any Distribution to be made pursuant to the Plan on account of any Allowed Claim. The entry of the Confirmation Order will constitute the Bankruptcy Court’s approval, as of the Effective Date, of the compromise or settlement of all such claims or controversies and the Bankruptcy Court’s finding that all such compromises or settlements, including the Global Settlement, the First Lien Lender Settlement, the Second Lien Noteholder Settlement, the Unencumbered Assets Settlement, the Diminution Claim Allowance Settlement and the Resolution of Reclamation Obligations, are: (a) in the best interests of the Debtors, the Reorganized Debtors, the Estates and their respective property and Claim and Interest holders; and (b) fair, equitable and reasonable.
PLAN DISTRIBUTABLE VALUE	The approximate value of the assets distributable pursuant to the terms of the Plan is $700 million to $1.3 billion.
MEANS OF IMPLEMENTATION	On or after the Confirmation Date, the applicable Debtors or Reorganized Debtors may enter into such Restructuring Transactions and may take such actions as the Debtors or Reorganized Debtors may determine to be necessary or appropriate to effect, in accordance with applicable nonbankruptcy law, a corporate restructuring of their respective businesses or simplify the overall corporate structure of the Reorganized Debtors and the NewCo Asset Sale or to effectuate the NewCo Asset Sale as a tax-free reorganization as contemplated by the terms of the Stalking Horse APA, including but not limited to the Restructuring Transactions identified on Exhibit IV.B.1 to the Plan, all to the extent not inconsistent with any other terms of the Plan. Unless otherwise provided by the terms of a Restructuring Transaction, all such Restructuring Transactions will be deemed to occur on the Effective Date and may include one or more mergers, consolidations, restructurings, reorganizations, transfers, dispositions (including, for the avoidance of doubt, any asset dispositions closing under or in connection with the Plan in connection with any Core Asset Sale Order, including the NewCo Asset Sale), conversions, liquidations or dissolutions, as may be determined by the Debtors or the Reorganized Debtors to be necessary or appropriate. The actions to effect these transactions may include: (a) the execution and delivery of appropriate agreements or other documents of merger, consolidation, restructuring, reorganization, transfer, disposition, conversion, liquidation or dissolution containing terms that are consistent with the terms of the Plan and that satisfy the requirements of applicable state law and such other terms to which the applicable entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption or delegation of any asset, property, right, liability, duty or obligation on terms consistent with the terms of the Plan and having such other terms to which the applicable entities may agree; (c) the filing of appropriate certificates or articles of merger, consolidation, dissolution or change in corporate form pursuant to applicable state law; and (d) the taking of all other actions that the applicable entities determine to be necessary or appropriate, including (i) making filings or recordings that may be required by applicable state law in connection with such transactions and (ii) any appropriate positions on one or more tax returns. Any such transactions may be effected on or subsequent to the Effective Date without any further action by the stockholders or directors of any of the Debtors or the Reorganized Debtors. Any Restructuring Transaction effected pursuant to the Plan shall be free and clear of any Liabilities and Black Lung Claims, Coal Act Claims and MEPP Claims, other than liabilities expressly assumed in the Stalking Horse APA. The Restructuring Transactions shall not result in NewCo becoming a successor in interest to the Debtors except as expressly provided in the Confirmation Order. Notwithstanding the foregoing and any other provisions of the Plan, nothing in the Plan shall impair, expand or otherwise modify the rights of any party under the Stalking Horse APA (unless expressly consented to by the First Lien Lenders) or any other agreement entered into pursuant to any Sale Order.
NEWCO ASSET SALE	On the Effective Date, the Debtors and NewCo shall consummate the NewCo Asset Sale in accordance with sections 363, 365 and 1123 of the Bankruptcy Code, the Confirmation Order and the terms of the Stalking Horse APA. Upon entry of the Confirmation Order by the Bankruptcy Court, all matters provided for under the Stalking Horse APA shall be deemed authorized and approved without any

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	requirement of further act or action by the Debtors or the Reorganized Debtors. The Debtors or the Reorganized Debtors, as applicable, are authorized to execute and deliver, and to consummate the transactions contemplated by the Stalking Horse APA, as well as to execute, deliver, file, record and issue any instruments, documents (including UCC financing statements) and agreements in connection therewith, without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order or rule, or the vote, consent, authorization or approval of any Person. The NewCo Asset Sale shall be, and the NewCo Assets shall transfer to NewCo, free and clear of all Claims, Liens, charges, encumbrances, Interests and other interests, including, without limitation, any Black Lung Claims, Coal Act Claims or MEPP Claims, other than liabilities expressly assumed in the Stalking Horse APA, and NewCo will not be a successor in interest to the Debtors except as expressly provided in the Confirmation Order. The Stalking Horse APA is being revised to remove the PLR Assets; restructure the NewCo Asset Sale as a tax-free reorganization, as contemplated by the terms of the Stalking Horse APA; and make other non-material changes. The Debtors reserve the right to modify the Plan in accordance with the provisions of the Stalking Horse APA.
REORGANIZED ANR COMMON STOCK	On the Effective Date, all shares of Reorganized ANR Common Stock issued pursuant to the Plan shall be distributed to holders of Allowed Category 2 General Unsecured Claims in accordance with Sections II.B.7 and II.B.8 of the Plan. The Reorganized ANR Common Stock, when issued as provided in the Plan, will be duly authorized, validly issued and, if applicable, fully paid and nonassessable. Each issuance under the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such issuance and by the terms and conditions of the instruments evidencing or relating to such issuance, which terms and conditions shall bind each Person receiving such issuance. To the maximum extent provided by section 1145 of the Bankruptcy Code and applicable nonbankruptcy law, the issuance of the Reorganized ANR Common Stock under the Plan will be exempt from registration under the Securities Act and all rules and regulations promulgated thereunder. In accordance with the terms and conditions of the Global Settlement Term Sheet, the Debtors, in consultation with the Creditors’ Committee, shall use reasonable best efforts to structure the Reorganized ANR Common Stock so that such shares are tradable; provided that the costs to the Debtors and Reorganized ANR of doing so will be considered as to whether such efforts are “reasonable.”
NEWCO EQUITY & NEWCO WARRANTS	Consistent with the Restructuring Transactions, the NewCo Equity shall be issued by NewCo on or prior to the Effective Date. On the Effective Date and consistent with the Restructuring Transactions: (a) NewCo Common Stock and NewCo Warrants shall be distributed to holders of (i) Allowed Secured Second Lien Noteholder Claims pursuant to Section II.B.3 of the Plan and (ii) Allowed Category 2 General Unsecured Claims pursuant to Sections II.B.7 and II.B.8 of the Plan; and (b) NewCo Preferred Interests shall be distributed to holders of Allowed Secured Second Lien Noteholder Claims pursuant to Section II.B.3 of the Plan; provided that all initial NewCo Equity (including the Distributions described above) shall be subject to dilution by a management incentive plan to be implemented by NewCo. To the maximum extent provided by section 1145 of the Bankruptcy Code and applicable nonbankruptcy law, the issuance of the NewCo Equity and the NewCo Warrants under the Plan will be exempt from registration under the Securities Act and all rules and regulations promulgated thereunder.
RELEASES	The Plan provides certain customary release provisions for the benefit of, collectively and individually and, in each case, solely in their capacity as such: (a) the Debtors; (b) the Estates; (c) the Reorganized Debtors; (d) the DIP Agents; (e) the DIP Lenders; (f) the First Lien Agent; (g) the First Lien Lenders; (h) the Creditors’ Committee and its members; (i) the Massey Convertible Notes Trustee; (j) the Second Lien Parties; (k) NewCo; (l) the Unsecured Notes Indenture Trustee; and (m) with respect to (a) through (l), each such Person’s respective Representatives and affiliates (collectively, the “Released Parties”) to the extent permitted by applicable law.
EXCULPATION	The Plan provides certain customary exculpation provisions, which include a full exculpation from liability in favor of the Released Parties for any act taken or omitted to be taken in connection with the Debtors’ restructuring, including the formulation, negotiation, preparation, dissemination, implementation, Confirmation or approval of the Plan (or the Distributions under the Plan), the Confirmation Exhibits, this Disclosure Statement, the Global Settlement Stipulation, the First Lien Lender Settlement, the Second Lien Noteholder Settlement, the Resolution of Reclamation Obligations or any contract, employee pension or other benefit plan, instrument, release or other agreement or document provided for or contemplated in connection with the consummation of the transactions set forth in the Plan; provided, however, that such exculpation provision shall not apply to the obligations arising under the Plan, the obligations assumed thereunder, the Global Settlement Stipulation or the Resolution of Reclamation Obligations; and provided further that the exculpation provision shall not affect the liability of any Person that otherwise would result from any act or omission to the extent that act or omission is determined in a Final Order to have constituted gross negligence or willful misconduct. Any of the foregoing parties in all respects shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan.

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C. Parties Entitled to Vote on the Plan

Under the provisions of the Bankruptcy Code, not all parties in interest are entitled to vote on a chapter 11 plan. Creditors or equity interest holders whose claims or interests are not impaired by a plan are deemed to accept the plan under section 1126(f) of the Bankruptcy Code and are not entitled to vote. In addition, creditors or equity interest holders whose claims or interests are impaired by the plan and will receive no distribution under the plan are also not entitled to vote because they are deemed to have rejected the plan under section 1126(g) of the Bankruptcy Code. For a discussion of these matters, see Section VI.B below.

The following table sets forth which classes of Claims (collectively, the “Classes”) are entitled to vote on the Plan and which are not, and sets forth the estimated amount allowed⁴ pursuant to the terms of the Plan, the estimated recovery percentage⁵ and/or the impairment status for each Class of Claims and Interests provided for in the Plan:

CLASS	DESIGNATION	IMPAIRMENT	ESTIMATED ALLOWED AMOUNT	ESTIMATED RECOVERY	VOTING STATUS
1	Priority Claims	Unimpaired	Undetermined	100%	Deemed to Accept
2	Secured First Lien Lender Claims	Impaired	$1,080,998,258	Approximately 59 to 98%	Entitled to Vote
3	Secured Second Lien Noteholder Claims	Impaired	$738,842,027 together with Class 6B	Approximately 2 to 3.5% together with Class 6B6	Entitled to Vote
4	Secured Massey Convertible Noteholder Claims	Impaired	$110,975,516	Approximately 1.5 to 3%	Entitled to Vote
5	Other Secured Claims	Unimpaired	$30,718,984	100%	Deemed to Accept
6A	Category 1 General Unsecured Claims	Impaired	$391,523,085 to $973,632,099	Approximately 1 to 3%	Entitled to Vote
6B	Second Lien Category 2 General Unsecured Claims	Impaired	$738,842,027 together with Class 3	Approximately 2 to 3.5% together with Class 35	Entitled to Vote

⁴  The estimated Allowed amounts set forth herein are estimates only and actual Allowed amounts may be greater or less than such amounts.

⁵  The estimated recovery percentages set forth herein are estimates only and actual recovery percentages may be higher or lower based on, among other things, Allowed Claims arising from the rejection of Executory Contracts or Unexpired Leases and the resolution of disputed or unliquidated Claims.

⁶  The specified recovery range for Classes 3 and 6B represents an estimated average recovery combined across both Classes. Actual recoveries for any particular holder could vary based upon the allocation mechanic more fully described in Section IV.D.

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CLASS	DESIGNATION	IMPAIRMENT	ESTIMATED ALLOWED AMOUNT	ESTIMATED RECOVERY	VOTING STATUS
6C	Non-Second Lien Category 2 General Unsecured Claims	Impaired	$3,061,552,481 to $3,933,552,481	Approximately 1.5 to 3%	Entitled to Vote
7	Prepetition Intercompany Claims	Impaired	$29,193,686,636	0%	Deemed to Accept
8	Section 510(b) Securities Claims	Impaired	N/A (Canceled)	0%	Deemed to Reject
9	Section 510(b) Old Common Stock Claims	Impaired	N/A (Canceled)	0%	Deemed to Reject
10	Old Common Stock of ANR Interests	Impaired	N/A (Canceled)	0%	Deemed to Reject
11	Subsidiary Debtor Equity Interests	Unimpaired	N/A (Reinstated)	N/A	Deemed to Accept

As part of the Global Settlement, all holders of Category 2 General Unsecured Claims will receive a pro rata portion of the following on account of such Claims: (a) 5.0% of the NewCo Common Stock; (b) the NewCo Warrants (exercisable for 7.5% of the NewCo Common Stock), which warrants shall be struck at an aggregate exercise price equal to (i) 100% recovery for the First Lien Lenders on par, plus accrued and unpaid interest (at the non-default rate) as of the Petition Date, less the aggregate amount of all cash or cash equivalents distributed to the First Lien Lenders under the Plan less the face amount or aggregate liquidation preference of the First Lien Lender Takeback/Preferred Consideration, divided by (ii) the percentage determined by dividing (A) the amount of Common NewCo Equity issued to the First Lien Lenders by the Plan, by (B) the amount of NewCo Common Stock issued to the First Lien Lenders, the Second Lien Noteholders and the holders of Category 2 General Unsecured Claims by the Plan; (c) the Reorganized ANR Contingent Revenue Payment (i.e., a five-year contingent revenue payment commencing 18 months after the Effective Date equal to (a) 1.5% of the Reorganized Debtors’ annual gross revenues up to $500 million and (b) thereafter, 1% of the Reorganized Debtors’ annual gross revenues; and (d) 100% of the Reorganized ANR Common Stock; provided that holders of Category 2 General Unsecured Claims in Class 6B that are Second Lien Noteholders shall not receive any portion of the Reorganized ANR Contingent Revenue Payment on account of their Deficiency Claims.

As to Category 2 General Unsecured Claims, the various components of Distributions to these creditors are inherently difficult to value with precision. For example, NewCo Common Stock can be valued based on the amount of the Stalking Horse Bid for the Reserve Price Assets (excluding the value of PLR) – or $325 million – as the market-clearing price for the total enterprise value of NewCo after an extensive marketing process. The Stalking Horse Bid, however, may not be representative of other parties’ views of the fair market value of NewCo, nor reflect other valuation methodologies or future market conditions. Similarly, the Debtors can estimate the potential aggregate Reorganized ANR Contingent Revenue Payment during the forecast period based on current business plans and conservative market projections, but this valuation could be impacted, for example, by changed market conditions in the future. Further, given the historically depressed state of the coal industry, there is a risk that any valuation based on current market conditions will undervalue Distributions. The Debtors also have determined that the value of Distributions of Reorganized ANR Common Stock, Reorganized ANR Preferred Interests and NewCo Warrants are contingent and not subject to a meaningful current valuation despite the potential for providing future value. In light of the foregoing and the currently undetermined amount of General Unsecured Claims that will ultimately be Allowed in Class 6C, determining a precise range of the values for recoveries provided to holders of Category 2 General Unsecured Claims is inherently speculative and imprecise. As to Category 1 Claims, the amount of Plan distributions is more certain, but the amount of Allowed Claims remains undetermined, with a wide range of potential outcomes.

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Notwithstanding the foregoing challenges in providing a precise measure of value of Distributions to general unsecured creditors, the Debtors estimate that recoveries for (a) Category 1 General Unsecured Claims will fall within a range of approximately 1% to 3% of such Allowed Claims and (b) Category 2 General Unsecured Claims in Class 6C will fall within a range of approximately 1.5% to 3% of such Allowed Claims. Considering Class 6B Claims along with the related Secured Claims in Class 2, the total recoveries to holders of Allowed Second Lien Noteholder Claims is projected to fall within the range of approximately 2% to 3.5%.

The Bankruptcy Code defines “acceptance” of a plan by a Class of claims as acceptance by creditors in that Class that hold at least two-thirds in dollar amount and more than one-half in number of the claims actually voted to accept or reject the plan. Your vote on the Plan is important. The Bankruptcy Code requires as a condition to confirmation of a plan of reorganization that each Class that is impaired and entitled to vote under a plan votes to accept such plan, unless the plan is being confirmed under the “cramdown” provisions of section 1129(b) of the Bankruptcy Code. Section 1129(b) permits confirmation of a plan of reorganization, notwithstanding the non-acceptance of the plan by one or more impaired classes of claims or equity interests, so long as at least one impaired Class of claims or interests votes to accept a proposed plan. Under that section, a plan may be confirmed by a bankruptcy court if it does not “discriminate unfairly” and is “fair and equitable” with respect to each non-accepting class, as described further in Section VII.C.4 below.

For a detailed description of the Classes of Claims and Interests and their treatment under the Plan, see Section V.

D. Solicitation Package

The package of materials (the “Solicitation Package”) to be sent to holders of Claims entitled to vote on the Plan will contain:

1. a cover letter describing (a) the contents of the Solicitation Package, (b) the contents of any enclosed disc and instructions for use of the disc and (c) information about how to obtain, at no charge, paper copies of any materials provided on the disc;

2. a paper copy of the notice (the “Confirmation Hearing Notice”) of the hearing held by the Bankruptcy Court on confirmation of the Plan (as such hearing may be continued, the “Confirmation Hearing”);

3. a copy – either as a paper copy or in an enclosed disc – of the Disclosure Statement Order and this Disclosure Statement, together with the exhibits thereto, including the Plan, that have been filed with the Bankruptcy Court or its authorized designee in the Chapter 11 Cases (“Filed”) before the date of the mailing;

4. a paper copy of any letter(s) recommending acceptance of the Plan; and

5. for holders of Claims in voting Classes (i.e., Holders of Claims in Classes 2, 3, 4, 6A, 6B and 6C), an appropriate form of Ballot, instructions on how to complete the Ballot, a Ballot return envelope and such other materials as the Bankruptcy Court may direct.

In addition to the service procedures outlined above (and to accommodate creditors who wish to review exhibits not included in the Solicitation Packages in the event of paper service): (a) the Plan, this Disclosure Statement and, once they are filed, all exhibits to both documents will be made available online at no charge at www.kccllc.net/alpharestructuring (the “Document Website”); and (b) the Debtors will provide parties in interest with paper copies of the Plan and/or Disclosure Statement, at no charge, upon written request to Alpha Natural Resources Ballot Processing, c/o Kurtzman Carson Consultants LLC, 2335 Alaska Avenue, El Segundo, California 90245.

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E. Voting Procedures, Ballots and Voting Deadline

If you are entitled to vote to accept or reject the Plan, a Ballot(s) has been enclosed in your Solicitation Package for the purpose of voting on the Plan. Please vote and return your Ballot(s) to the Debtors’ claims, noticing and balloting agent, Kurtzman Carson Consultants LLC (“KCC” or the “Claims and Balloting Agent”) at Alpha Natural Resources Ballot Processing, c/o Kurtzman Carson Consultants LLC, 2335 Alaska Avenue, El Segundo, California 90245, unless you are a beneficial owner of a security who receives a Ballot from a broker, bank, dealer or other agent or nominee (each, a “Master Ballot Agent”), in which case you must return the Ballot to that Master Ballot Agent (or as otherwise instructed by your Master Ballot Agent). Ballots should not be sent directly to the Debtors, the Creditors’ Committee, their agents (other than the Claims and Balloting Agent) or any of the Indenture Trustees.

After carefully reviewing: (a) the Plan; (b) this Disclosure Statement; (c) the Disclosure Statement Order, which, among other things, (i) establishes the voting procedures, (ii) schedules the Confirmation Hearing and (iii) sets the Voting Deadline and the deadline for objecting to Confirmation of the Plan; and (d) the detailed instructions accompanying your Ballot, please indicate on your Ballot your vote to accept or reject the Plan. For your vote to be counted, you must complete and sign your original Ballot (copies will not be accepted, except with respect to Master Ballots (as defined below), which do not require you to return an original signature) and return it to the appropriate recipient (i.e., either a Master Ballot Agent or the Claims and Balloting Agent) so that it is actually received by the Voting Deadline by the Claims and Balloting Agent.

Each Ballot has been coded to reflect the Class of Claims it represents. Accordingly, in voting to accept or reject the Plan, you must use only the coded Ballot or Ballots sent to you with this Disclosure Statement.

If you (a) hold Claims in more than one voting Class or (b) hold multiple Claims within one Class, including, for example, if you (x) hold more than one series of Notes, (y) are the beneficial owner of Notes held in street name through more than one Master Ballot Agent or (z) are the beneficial owner of Notes registered in your own name as well as the beneficial owner of Notes registered in street name, you may receive more than one Ballot.

If you are the beneficial owner of Notes held in street name through more than one Master Ballot Agent, for your votes with respect to such Notes to be counted, your Ballots must be mailed to the appropriate Master Ballot Agents at the addresses on the envelopes enclosed with your Ballots so that such Master Ballot Agent has sufficient time to record your votes on a Master Ballot and return such Master Ballot so it is actually received by the Claims and Balloting Agent by the Voting Deadline.

To be counted, all Ballots must be properly completed in accordance with the voting instructions on the Ballot and actually received no later than the Voting Deadline (i.e., June 29, 2016 at 5:00 p.m. (prevailing Eastern time)) by the Claims and Balloting Agent via regular mail, overnight courier or personal delivery at the following address: Alpha Natural Resources Ballot Processing, c/o Kurtzman Carson Consultants LLC, 2335 Alaska Avenue, El Segundo, California 90245. Except with respect to Ballots used by Master Ballot Agents for recording votes cast by beneficial owners holding securities (each, a “Master Ballot”), no Ballots may be submitted by email or any other means of electronic transmission, and any Ballots submitted by electronic mail or other means of electronic transmission will not be accepted by the Claims and Balloting Agent. Ballots should not be sent directly to the Debtors.

If a holder of a Claim delivers to the Claims and Balloting Agent more than one timely, properly completed Ballot with respect to such Claim prior to the Voting Deadline, the Ballot that will be counted for purposes of determining whether sufficient acceptances required to confirm the Plan have been received will be the timely, properly completed Ballot determined by the Claims and Balloting Agent to have been received last from such holder with respect to such Claim.

IF YOU ARE A HOLDER OF A CLAIM WHO IS ENTITLED TO VOTE ON THE PLAN AS SET FORTH IN THE DISCLOSURE STATEMENT ORDER AND DID NOT RECEIVE A BALLOT, RECEIVED A DAMAGED BALLOT OR LOST YOUR BALLOT, OR IF YOU HAVE ANY QUESTIONS CONCERNING THIS DISCLOSURE STATEMENT, THE PLAN, THE BALLOT OR THE PROCEDURES

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FOR VOTING ON THE PLAN, PLEASE CONTACT THE CLAIMS AND BALLOTING AGENT (A) BY TELEPHONE (i) TOLL-FREE AT (888) 249-2703 AND (ii) FOR CALLERS OUTSIDE OF THE UNITED STATES OR CANADA AT (310) 751-2602, (B) BY EMAIL AT ALPHANRINFO@KCCLLC.COM OR (C) IN WRITING AT ALPHA NATURAL RESOURCES BALLOT PROCESSING, C/O KURTZMAN CARSON CONSULTANTS LLC, 2335 ALASKA AVENUE, EL SEGUNDO, CALIFORNIA 90245.

FOR FURTHER INFORMATION AND INSTRUCTIONS ON VOTING TO ACCEPT OR REJECT THE PLAN, SEE SECTION VI.

Before voting on the Plan, each holder of a Claim in Classes 2, 3, 4, 6A, 6B and 6C should read, in its entirety, this Disclosure Statement, the Plan, the Disclosure Statement Order, the Confirmation Hearing Notice and the instructions accompanying the Ballots. These documents contain important information concerning how Claims are classified for voting purposes and how votes will be tabulated. Holders of Claims entitled to vote are also encouraged to review the relevant provisions of the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure (together with the local rules of the Bankruptcy Court, as now in effect or hereafter amended, the “Bankruptcy Rules”) and/or consult their own attorney.

F. Confirmation Exhibits

The Debtors will File all of the documents listed on the “Table of Exhibits” in the Plan (collectively, the “Confirmation Exhibits”) no later than seven calendar days before the Confirmation Hearing, to the extent not filed earlier; provided, however, that Exhibits I.A.76, I.A.77, I.A.215, I.A.250, II.G.1.a, II.G.4, II.G.5 and IV.B.1 to the Plan will be Filed no later than seven calendar days prior to the Voting Deadline. All Confirmation Exhibits will be made available on the Document Website, www.kccllc.net/alpharestructuring, once they are Filed. The Debtors reserve the right, in accordance with the terms hereof, to modify, amend, supplement, restate or withdraw any of the Confirmation Exhibits after they are Filed and shall promptly make such changes available on the Document Website.

G. Confirmation Hearing and Deadline for Objections to Confirmation

The Bankruptcy Code requires the Bankruptcy Court, after notice, to hold a hearing on whether the Debtors have fulfilled the confirmation requirements of section 1129 of the Bankruptcy Code. The Confirmation Hearing has been scheduled for July 7, 2016 at 9:00 a.m., prevailing Eastern time, before the Honorable Judge Kevin R. Huennekens, United States Bankruptcy Judge for the Eastern District of Virginia, in the United States Bankruptcy Court for the Eastern District of Virginia, located at 701 East Broad Street, Richmond, Virginia 23219. The Confirmation Hearing may be adjourned from time to time by the Bankruptcy Court without further notice.

Any objection to Confirmation must (a) be in writing, (b) state the name and address of the objecting party and the nature of the Claim or Interest of such party and (c) state with particularity the basis and nature of such objection. Any such objections must be Filed and served upon the persons designated in the Confirmation Hearing Notice in the manner and by the deadline described therein, as addressed in Section VII.B.

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II.

THE DEBTORS’ PREPETITION BUSINESS AND CORPORATE STRUCTURE

A. Background Regarding the Debtors’ Business

Debtor Alpha Natural Resources, Inc. (“ANR”) is a publicly traded Delaware corporation with ticker symbol ANRZQ. The other 148 Debtors are all direct or indirect subsidiaries of ANR. The Debtors maintain their corporate headquarters in Bristol, Virginia, and conduct mining operations primarily in Kentucky, Pennsylvania, Virginia, West Virginia and Wyoming, as more fully described below. Many of the Debtors are effectively single-purpose entities, comprising specific operations tied to specific geographical locations within the Debtors’ overall organizational structure.

The enterprise that now comprises the Debtors and their global, multi-platform energy businesses began in 2002 with just seven employees. Slightly over two years later, a prior entity formed in 2004 (also known as Alpha Natural Resources, Inc. but legally distinct from Debtor ANR) (“Former Alpha”) became publicly traded, operated in five states, had approximately $1.27 billion in annual revenues and employed approximately 2,600 people.

Less than half a decade later, on July 31, 2009, Former Alpha – by then a $2.5 billion company with more than 3,750 employees following a series of thoughtful and well-timed accretive acquisitions – merged with Foundation Coal Holdings, Inc. (collectively with its then-affiliates, “Foundation”). At the time of the merger, Foundation was a major domestic producer of thermal (or “steam”) coal for utilities and industrial plants that had operations in Pennsylvania, West Virginia and Wyoming. Following the merger, Foundation was left as the surviving entity and was renamed “Alpha Natural Resources, Inc.” (i.e., the same entity as current Debtor ANR). In addition, the renamed Foundation’s common stock replaced the common stock of Former Alpha on the New York Stock Exchange (the “NYSE”). The combined company had pro forma 2009 revenues of approximately $4.0 billion, employed 6,400 people and was the nation’s largest exporter of metallurgical (or “met”) coal, which is a very high quality coal primarily used to make coke, an essential component in the steelmaking process. In 2010, the combined company sold approximately 84.8 million tons of coal at a margin of $11 per ton, generating net income of $95.6 million and free cash flow of $384.7 million.

With a stock price valued at approximately $45 per share, on June 1, 2011, ANR completed its acquisition by merger (the “Massey Acquisition”) of Massey Energy Company (“Massey”) and certain of its affiliates for approximately $6.7 billion, funding the acquisition primarily with its common stock. At the time of the Massey Acquisition, Massey was one of the nation’s largest coal producers, with approximately 2.4 billion tons of proven and probable reserves, 84 operating mines and associated processing and loading facilities in Central Appalachia. Following the Massey Acquisition, ANR: (a) was the second-largest producer of coal in the United States; (b) possessed one of the world’s largest and highest quality reserves of met coal, and had further solidified its position as the nation’s leading supplier of met coal; (c) generated approximately $7 billion in revenue; (d) operated 145 mines and 35 coal preparation plants; (e) had approximately 14,500 employees; and (f) supplied approximately 10% of the nation’s aggregate electricity demand.

As of the commencement of the Chapter 11 Cases on the Petition Date, the Debtors were among the largest domestic producers of coal by volume in the United States, with total assets and liabilities of approximately $10.1 billion and $7.1 billion, respectively, and consolidated 2014 revenues of approximately $4.3 billion ($3.7 billion of which were attributable to coal sales). Further, they were the nation’s leading supplier and exporter – and one of the world’s largest suppliers – of met coal for steel producers and a major supplier of steam coal to electric utilities and manufacturing industries across the country.

As of the Petition Date, the Debtors employed slightly fewer than 8,000 full-time employees (down approximately 45% from their peak after the Massey Acquisition). Of the Debtors’ full-time employees, approximately 5,700 were paid hourly, 2,300 were salaried and 88% were directly engaged in mining operations. Further, approximately 1,000 of the Debtors’ employees (or 12.5%) were represented by the United Mine Workers of America (the “UMWA”). The Debtors’ unionized workforce is located in Virginia, West Virginia and Pennsylvania, and 13% of the Debtors’ 2014 coal production came from mines operated by UMWA-represented employees.

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B. Structure of Prepetition Operations

The Debtors sell coal to domestic and foreign electric utilities, steel producers and industrial users, and they maintain solid long-term relationships with numerous power plants operated by a diverse group of domestic electricity generators. The Debtors’ status as the only coal producer with mines and reserves in both Northern Appalachia and the Powder River Basin and their access to international shipping points on the east and gulf coasts of the United States allowed them to maximize flexibility in response to customer demand and facilitate the most economical means of product transportation, providing them with a significant strategic advantage over their competitors. Approximately 39% of the Debtors’ total revenue for 2014 was derived from sales made to customers outside the United States.

Measured by volume, steam coal accounted for 78% of the Debtors’ 2014 coal sales (approximately 66 million tons), with met coal accounting for nearly the entirety of the remaining 22% of coal sales (approximately 18.6 million tons). Measured by revenue, met coal accounted for approximately 43% of the Debtors’ 2014 coal sales (as met coal sells at a premium due to its higher quality) and steam coal accounted for approximately 57%. As of the Petition Date, the Debtors produced and processed approximately 98.7% of the coal they sold,⁷ and were a recognized leader in safety and environmental performance within the coal industry.

As of the Petition Date, the Debtors operated in three major coal-producing basins – Northern Appalachia and Central Appalachia (i.e., southwestern Pennsylvania, West Virginia, eastern Kentucky and western Virginia) and Wyoming’s Powder River Basin. The Debtors owned or controlled approximately 2.35 billion tons of proven coal reserves and another 1.20 billion tons of probable reserves. The Debtors’ operations included 22 coal preparation plants, each of which received, blended, processed and shipped coal produced at one or more of the Debtors’ 54 active mines.

The Debtors’ Northern Appalachia (“NAPP”) operations consisted of their Cumberland and Emerald mining complexes and two preparation plants, encompassing approximately 709.7 million tons of reserves (55.8 million of which are assigned to active mines). In 2014, the Debtors shipped approximately 11 million tons of coal from their NAPP operations (7.6 million tons from Cumberland and 3.4 million tons from Emerald). Steam coal comprised approximately 86% of this total (shipped primarily to utilities located in the eastern United States), and met coal comprised the remaining 14% (primarily marketed to export customers). As of the Petition Date, there were approximately 1,080 salaried and hourly employees at the Debtors’ NAPP operations, with the entire hourly workforce (i.e., 825 employees) being represented by the UMWA.

The Debtors’ Central Appalachian (“CAPP”) operations consisted of 50 underground and surface mines and 20 preparation plants, encompassing approximately 2.5 billion tons of proven and probable reserves (approximately 1.16 billion of which are assigned to active mines). Collectively, the Debtors’ CAPP operations shipped approximately 34.1 million tons of coal in 2014, primarily to eastern utilities (steam coal) and steel companies (met coal). They employed approximately 6,000 salaried and hourly workers, with 130 hourly employees represented by the UMWA.

The Debtors’ western coal operations located in the Powder River Basin consisted of their Belle Ayr and Eagle Butte surface mining operations, which collectively shipped approximately 36.5 million tons of steam coal (15.8 million tons from Belle Ayr and 20.7 million tons from Eagle Butte) in 2014, primarily to utility companies located throughout the western, midwestern and southern United States. As of the Petition Date, the Debtors’ western operations controlled approximately 700.1 million tons of coal reserves, all of which were assigned to active mines, and employed approximately 580 salaried and hourly workers (none of whom were union-represented).

On the Petition Date, the Debtors further controlled – through Debtor Pennsylvania Land Resources Holding Company, LLC (“PLR”) – approximately 25,000 acres in the Marcellus Shale natural gas field of Southwestern Pennsylvania, and were engaged in efforts to prove and develop natural gas resources within such acreage. Debtor Pennsylvania Services Corporation’s (“PSC”) acquisition on July 1, 2015, of the 50% of PLR not

⁷  Approximately 1.1% of the coal sold by the Debtors is purchased from third parties and either processed by the Debtors, blended with the Debtors’ coal to produce precise product mixtures desired by customers or shipped directly to customers.

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previously owned by PSC allowed the Debtors to take sole control of their operations within the most profitable and productive region of one of the largest and most concentrated natural gas fields in the United States. In addition, through PLR, the Debtors further controlled rights to develop natural gas resources located at other depths, including the deep Utica Shale, on certain of the leased acreage and adjoining properties.

Between July 2011 and the Petition Date, the Debtors idled or closed more than 80 mines, impacting the livelihood of approximately 7,000 employees and their families, primarily in CAPP. These idled mines imposed substantial annual costs upon the Debtors of approximately $175 million, including costs related to reclamation obligations, employee-related legacy obligations and maintenance and legal costs.

Based on its mining footprint, the Debtors generally report financial results from two segments: (a) eastern coal operations, consisting of the Debtors’ Appalachian mines and certain coal brokerage activities; and (b) western coal operations, consisting of its two Powder River Basin mines. The Debtors also report financial results from certain ancillary segments of their business under the category of “All Other,” including, for example, an idled underground coal mine in Illinois, expenses associated with closed mines, revenues and royalties from the sale of natural gas, mineral leasing rights and general corporate overhead. During the 2014 calendar year, the Debtors incurred a loss from operations of $875 million.

C. The Debtors’ Prepetition Capital Structure

1. Long-Term Institutional Debt Obligations⁸

As of the Petition Date, the Debtors had approximately four billion dollars in outstanding funded debt. Included in this total was approximately $1.96 billion in secured prepetition indebtedness, consisting of approximately:

• $1.25 billion in secured indebtedness under the Fifth Amended and Restated Credit Agreement, dated as of September 24, 2014 (the “First Lien Credit Agreement”), by and between (a) ANR, as borrower, (b) certain of ANR’s subsidiary Debtors, as guarantors (collectively, the “First Lien Guarantors”), (c) the lenders party thereto (collectively, the “First Lien Lenders”) and (d) Citicorp North America, Inc., as administrative agent and collateral agent (the “First Lien Agent”). The First Lien Credit Agreement is generally comprised of two sub-facilities: (a) a senior secured term loan facility (the “First Lien Term Loan B Facility”) in the aggregate principal amount of up to $625 million; and (b) a secured revolving credit facility (the “First Lien Revolving Facility”). As of the Petition Date, the Debtors’ secured indebtedness under the First Lien Credit Agreement consisted of the following:

• $611 million in principal amount (the “Prepetition Secured Term Loan”) outstanding under the First Lien Term Loan B Facility;

• $445 million outstanding under the First Lien Revolving Facility; and

• $191.2 million in letters of credit issued and outstanding under the First Lien Revolving Facility.

• $714 million in principal amount of 7.50% senior secured notes issued under the Second Lien Notes Indentures in 2014 and 2015 by ANR and due in 2020 (the “Second Lien Notes”).

⁸  The following summary is qualified in its entirety by reference to the operative documents, agreements, schedules and exhibits.

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In addition to secured indebtedness, as of the Petition Date, the Debtors had $2.10 billion in primary institutional unsecured indebtedness, consisting of approximately:

• $263 million in principal amount of 3.75% senior unsecured notes issued under the 2017/2020 Notes Indenture, due in 2017 (the “2017 Notes”);

• $393 million in principal amount of 9.75% senior notes issued under the 2018 Notes Indenture, due in 2018 (the “2018 Notes”);

• $577 million in principal amount of 6.0% senior unsecured notes issued under the 2019/2021 Notes Indenture, due in 2019 (the “2019 Notes”);

• $277 million in principal amount of 4.875% senior unsecured notes issued under the 2017/2020 Notes Indenture, due in 2020 (the “2020 Notes”); and

• $585 million in principal amount of 6.25% senior unsecured notes issued under the 2019/2021 Notes Indenture, due in 2021 (the “2021 Notes”).

The Debtors also had issued $109 million in principal amount of 3.25% convertible notes under the Massey Convertible Notes Indenture, due in 2015 (the “Massey Convertible Notes”). As discussed further below, the Massey Convertible Notes are secured, on an equal and ratable basis with the First Lien Lenders, by certain Principal Property (as defined in the Massey Convertible Notes Indenture) but, because the value of the Principal Property is highly uncertain, the extent to which the Massey Convertible Notes are secured is also uncertain. A payment of the principal and interest outstanding under the Massey Convertible Notes due on August 1, 2015 was not made.

a. The First Lien Credit Agreement

All obligations under the First Lien Credit Agreement are: (a) secured (subject to certain exceptions, thresholds and limitations set forth in the First Lien Credit Agreement) by substantially all of the assets of ANR and the First Lien Guarantors (the “Prepetition Collateral”); (b) unconditionally guaranteed by the First Lien Guarantors; and (c) prepayable, in whole or in part, without penalty or premium upon proper notice and in certain minimum amounts. The First Lien Credit Agreement generally contains customary affirmative covenants, representations and warranties and events of default.

As of the Petition Date, assets excepted from the Prepetition Collateral securing the Debtors’ obligations under the First Lien Credit Agreement (and the Second Lien Notes, which are secured by a junior lien on all or substantially all of Prepetition Collateral) included: (a) the assets of PLR; (b) the Debtors’ minority interest (through holdings of approximately 4.0 million shares of publicly traded common stock) in Rice Energy, Inc. (“Rice Energy”), valued at approximately $72.5 million as of the Petition Date; and (c) the Debtors’ unassigned accounts receivable, valued at approximately $8.0 million as of June 30, 2015.

On May 23, 2013, the First Lien Lenders funded the Prepetition Secured Term Loan in the full amount of their respective commitments under the First Lien Term Loan B Facility (i.e., $625 million in the aggregate). The proceeds of the Prepetition Secured Term Loan were used (a) to repay $525 million in principal outstanding under a term loan “A” facility under a prior amended version of the First Lien Credit Agreement, (b) to pay fees and expenses and (c) for general corporate purposes. The Prepetition Secured Term Loan matures on May 22, 2020. At ANR’s election, the Prepetition Secured Term Loan bears interest at an annual rate equal to the Adjusted LIBO Rate (as defined in the First Lien Credit Agreement) plus 2.75%. Repayments of 0.25% of the initial principal owing on the Prepetition Secured Term Loan are due at the end of each calendar quarter.

On June 26, 2015, ANR delivered a borrowing request to the First Lien Agent, pursuant to Section 2.03 of the First Lien Credit Agreement, seeking to borrow $445 million under the First Lien Revolving Facility. On June 30, 2015, the First Lien Lenders funded the requested loans in the full amount. As of the Petition Date, this $445 million represented all outstanding borrowings under the First Lien Revolving Facility and letters of credit

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outstanding under the First Lien Revolving Facility totaled approximately $191.2 million. Commitments of the First Lien Lenders under the First Lien Revolving Facility totaling $276 million expire on June 30, 2016, with the remaining $618 million in commitments expiring on September 30, 2017. Amounts outstanding under the First Lien Revolving Facility bear interest at the rates set forth in the First Lien Credit Agreement for “ABR Borrowings” (as such term is defined therein).

b. Second Lien Notes

On May 20, 2014: (a) ANR, as issuer; (b) the First Lien Guarantors, as guarantors; and (c) Wilmington Trust, National Association (the “Second Lien Notes Trustee”), as trustee and collateral agent, entered into an indenture governing certain of the Second Lien Notes, pursuant to which ANR issued $500 million in aggregate principal amount of Second Lien Notes. On March 23, 2015: (a) ANR, as issuer; (b) the First Lien Guarantors, as guarantors; and (c) the Second Lien Notes Trustee, as trustee and Series B collateral agent, entered into an indenture governing additional Second Lien Notes (Series B), pursuant to which ANR issued an additional $214 million in aggregate principal amount of Second Lien Notes. The Second Lien Notes pay interest semiannually in arrears on February 1 and August 1 of each year, at a rate of 7.50% per year, and will mature on August 1, 2020. The Second Lien Notes are secured by a second priority lien on all or substantially all of those assets securing ANR’s obligations under the First Lien Credit Agreement.

c. The Massey Convertible Notes

As a result of the Massey Acquisition, ANR became a guarantor of the Massey Convertible Notes, issued by Massey (now known as Debtor Alpha Appalachia Holdings, Inc.). Pursuant to the indenture governing the Massey Convertible Notes (the “Massey Convertible Notes Indenture”), a final payment of $109 million of all outstanding principal and accrued and unpaid interest was due on August 1, 2015 upon the maturity of the Massey Convertible Notes, which payment was not made. Section 1004 of the Massey Convertible Notes Indenture provides that the Debtors may only provide another entity with a lien on Principal Property if holders of the Massey Convertible Notes are equally and ratably secured by such lien. In connection with the execution of the fifth amendment to the First Lien Credit Agreement, dated September 24, 2014, the First Lien Lenders were granted a lien on the Principal Property, thus triggering the “equal and ratable” provision of the Massey Convertible Notes Indenture and rendering the Massey Convertible Notes secured to the extent of the value of the noteholders’ interest in the Principal Property. No agreed or standard methodology exists for calculating the market value of the Principal Property and, thus, such value is difficult to ascertain and was uncertain as of the Petition Date. The Massey Convertible Notes are guaranteed by certain former Massey subsidiaries (which are among the Debtors).

d. 2017 Notes/2020 Notes

On June 1, 2011: (a) ANR, as issuer; (b) certain of ANR’s subsidiary Debtors (the “2017/2020 Notes Guarantors”), as guarantors; and (c) Union Bank of California, now known as MUFG Union Bank, N.A., as trustee, entered into an indenture governing the 2017 Notes and the 2020 Notes. The 2017 Notes and the 2020 Notes are senior unsecured obligations of ANR that rank pari passu with ANR’s other senior unsecured obligations and are guaranteed by the 2017/2020 Notes Guarantors. The proceeds of the 2017 Notes and the 2020 Notes, together with cash on hand, were used to repurchase approximately $402.9 million of then-outstanding Massey Convertible Notes and $218.2 million of other then-outstanding unsecured debt. As of the Petition Date, the principal amount outstanding under the 2017 Notes was $263 million, and the principal amount outstanding under the 2020 Notes was $277 million.

The 2017 Notes bear interest at a rate of 3.75% per year (with an effective rate of 8.49% owing to deferred loan costs and discount), payable semi-annually in arrears on June 15 and December 15 of each year, and are scheduled to mature on December 15, 2017. The 2020 Notes bear interest at a rate of 4.875% per year (with an effective rate of 9.48% owing to deferred loan costs and discount), payable semi-annually in arrears on June 15 and December 15 of each year, and are scheduled to mature on December 15, 2020.

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e. 2019 Notes/2021 Notes

On June 1, 2011: (a) ANR, as issuer; (b) the 2017/2020 Notes Guarantors, as guarantors; and (c) Union Bank, N.A., now known as MUFG Union Bank, N.A. (together, “Union Bank”), as trustee, entered into an indenture and a first supplemental indenture (together, the “2019/2021 Notes Indenture”) governing the 2019 Notes and the 2021 Notes. Also on June 1, 2011, in connection with the Massey Acquisition, ANR, the 2017/2020 Notes Guarantors, Massey, certain of Massey’s wholly owned subsidiaries and Union Bank, as trustee, entered into a second supplement to the 2019/2021 Notes Indenture, pursuant to which Massey and certain wholly owned subsidiaries of Massey agreed to become additional guarantors of the 2019 Notes and the 2021 Notes.

The 2019 Notes bear interest at a rate of 6.00% per annum, payable semi-annually on June 1 and December 1 of each year, beginning on December 1, 2011, and are scheduled to mature on June 1, 2019. The 2021 Notes bear interest at a rate of 6.25% per annum, payable semi-annually on June 1 and December 1 of each year, beginning on December 1, 2011, and are scheduled to mature on June 1, 2021. As of the Petition Date, the principal amounts outstanding under the 2019 Notes and the 2021 Notes were $577 million and $585 million, respectively.

f. 2018 Notes

On October 11, 2011: (a) ANR, as issuer; (b) the 2017/2020 Notes Guarantors, as guarantors; and (c) Union Bank, as trustee, entered into a third supplement to the 2019/2021 Notes Indenture governing the 2018 Notes. The 2018 Notes bear interest at a rate of 9.75% per annum, payable semi-annually on April 15 and October 15 of each year, beginning on April 15, 2013, and are scheduled to mature on April 15, 2018. As of the Petition Date, the principal amount outstanding under the 2018 Notes was $393 million.

2. Trade Debt

As of the Petition Date, the Debtors’ trade debt consisted of, among other things, amounts owed to utilities and suppliers of, among other goods and services: (a) maintenance and repair parts and services, including equipment rebuilds; (b) certain commodities (e.g., fuel and coal); (c) mine roof control and support items; (d) explosives; (e) tires; (f) conveyance structures; (g) ventilation supplies; and (h) lubricants. The Debtors further relied heavily on suppliers and service providers for (a) construction and reclamation activities, (b) transportation and storage services and (c) information technology services. The majority of the Debtors’ vendors had been paid on negotiated terms, which historically ranged from as few as one to two days (due to the Debtors’ desire to take advantage of term-related pricing discounts) to as many as 60 days. As of the Petition Date, the Debtors estimated that approximately $200 million remained outstanding to their trade vendors, of which amount approximately $41 million related to goods provided to the Debtors within 20 days prior to the Petition Date.

3. Non-Capital Lease Obligations

The great majority of the Debtors’ Appalachian coal reserves are subject to leases from third-party landowners. These leases generally convey mining rights to the Debtors in exchange for a percentage of gross sales in the form of a royalty payment to the lessor, subject to minimum payments. As of December 31, 2014, approximately 2.57 billion tons of the Debtors’ total 3.22 billion tons of Appalachian coal reserve holdings were leased and required minimum royalty and/or per-ton payments.

The Debtors’ active Wyoming mines are subject to federal coal leases (collectively, the “Federal Leases”) administered by the U.S. Department of Interior under the Federal Coal Leasing Amendment Act of 1976. The Debtors must diligently develop each such Federal Lease within ten years of the lease award, with a required coal extraction of 1.0% of the reserves within that ten year period and a requirement of continuous mining thereafter. The Debtors pay the federal government an annual rent of $3.00 per acre and production royalties of 12.5% of gross proceeds on surface mined coal. As of December 31, 2014, approximately 681.3 million tons of the Debtors’ total 700.1 million tons of Wyoming coal reserve holdings were leased and subject to the foregoing terms. The government asserts that the Debtors may not assume and assign the Federal Leases absent its consent, although the Debtors have not yet taken a position on the issue.

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The Debtors’ obligations with respect to non-capital leases for calendar year 2014 were approximately $204 million (of which $187 million was attributable to their mining leases).

4. Capital Lease Obligations

As of the Petition Date, ANR’s liability relating to capital lease obligations (e.g., leases of certain property, plant and mining equipment) totaled approximately $56 million, with $15.7 million reported as a current portion of long term debt as of December 31, 2014. Undiscounted cash interest payable on such obligations, with interest rates between 2.13% and 13.86%, was approximately $3.6 million in 2015 and would be approximately $8.7 million in 2016, $8.0 million in the aggregate for 2018 to 2019 and $29.6 million after 2019.

5. Reclamation Obligations

The Debtors are subject to various federal, state and local environmental laws relating to the extraction, processing and use of coal, oil and natural gas. These laws, certain of which are discussed below, place stringent requirements on the Debtors’ coal mining and other operations. Federal, state and local regulations also require regular monitoring of the Debtors’ mines and other facilities to ensure compliance with these laws and regulations. As set forth in Section IV.E hereof, the Debtors have proposed a resolution with respect to their reclamation obligations that the Debtors believe represents a substantially better outcome for the applicable States than could be achieved absent a consensual resolution of these cases.

Numerous governmental permits, licenses or approvals are required for mining, oil and gas operations, and related operations. To obtain mining permits and approvals from state regulatory authorities, the Debtors must submit a reclamation plan for restoring the mined property to its prior or better condition, productive use or other permitted condition upon the completion of mining operations.

a. SMCRA

The Surface Mining Control and Reclamation Act of 1977 (“SMCRA”), which is administered by the Office of Surface Mining Reclamation and Enforcement within the United States Department of the Interior (the “OSM”), establishes mining, environmental protection and reclamation standards for all aspects of surface mining, as well as many aspects of deep mining that impact the surface. Where state regulatory agencies have adopted federal mining programs under SMCRA, the state becomes the regulatory authority with primacy and issues the permits, but the OSM maintains oversight. SMCRA stipulates compliance with many other major environmental statutes, including the federal Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation and Liability Act.

SMCRA permit provisions include requirements for, among other actions: coal prospecting; mine plan development; topsoil removal, storage and replacement; blasting; selective handling of overburden materials; mine pit backfilling and grading; protection of the hydrologic balance; mitigation plans; subsidence control for underground mines; surface drainage control; mine drainage and mine discharge control and treatment; and revegetation. The permit application process is initiated by collecting baseline environmental and geologic data for the permit area. The Debtors use this data to develop a mining and reclamation plans. The Debtors’ mining and reclamation plans incorporate the provisions of SMCRA, the state programs and the complementary environmental programs that affect coal mining. Also included in the permit application is information regarding ownership and agreements pertaining to coal, minerals, oil and gas, water rights, rights of way and surface land.

Before a permit is issued, a mine operator must submit a surety bond or otherwise secure the performance of its reclamation obligations. In certain circumstances a mine operator may be permitted to “self-bond” with respect to its reclamation obligations. The Abandoned Mined Lands program, which is part of SMCRA, also requires a fee on all coal produced, the proceeds of which used to reclaim mine lands closed prior to 1977 when SMCRA came into effect. The current fee is $0.28 per ton on surface-mined coal and $0.12 per ton on deep-mined coal.

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b. The Clean Water Act

The Clean Water Act of 1972 (the “Clean Water Act”) and corresponding state laws affect coal mining operations by imposing restrictions on the discharge of certain pollutants into water and on dredging and filling wetlands and streams. The Clean Water Act establishes in-stream water quality standards and treatment standards for wastewater discharge through the National Pollutant Discharge Elimination System (“NPDES”). Regular monitoring, as well as compliance with reporting requirements and performance standards, are preconditions for the issuance and renewal of NPDES permits that govern the discharge of pollutants into water.

The Debtors are required to apply to the Army Corps of Engineers (the “COE”) for permits under Section 404 of the Clean Water Act (“404 Permits”) to conduct dredging or filling activities in jurisdictional waters. Coal companies must secure 404 Permits for the purpose of creating water impoundments, refuse disposal embankments, refuse slurry impoundments, valley fills or for conducting certain other activities in or adjacent to streams. Obtaining 404 Permits from the COE may be a lengthy process depending on the level of pre-mining assessments required by the COE and conducted by the permit applicants. The Clean Water Act also requires that the Debtors obtain NPDES permits for discharges of water from all of their mining operations. All NPDES permits require regular monitoring and reporting of one or more parameters on all discharges from permitted outfalls.

c. The Debtors’ Accrued Reclamation Obligations

As of the Petition Date, the Debtors’ aggregate accrued reclamation obligations – based on a variety of assumptions tied to the Debtors’ then-existing operations and mine plans that may change in light of actual events – were approximately $683 million,⁹ with approximately $99 million of that total coming due within one year. As of the Petition Date, the Debtors were self-bonded for approximately 96% of their reclamation obligations in Wyoming and 77% of such obligations in West Virginia, subject to periodic evaluation of their financial position by the applicable state. The Debtors also obtained commercial surety bonds – typically renewable annually – to secure payment of reclamation obligations and other long-term obligations (e.g., federal and state workers’ compensation costs, obligations under federal coal leases and other miscellaneous obligations). As of the Petition Date, the Debtors had outstanding bonds issued by commercial sureties with a total face value amount of approximately $367 million to secure various potential obligations and commitments, with the overwhelming majority related to bonds securing the Debtors’ reclamation obligations. As of that date, the Debtors had posted approximately $115 million in letters of credit under the First Lien Credit Agreement and the A/R Facility¹⁰ to secure their obligations to the commercial sureties.

d. The Bonding Requests

Pursuant to a letter to Debtor Alpha Coal West, Inc. (“ACW”) dated May 26, 2015 (the “Wyoming Bonding Request”), the Wyoming Department of Environmental Quality (the “WDEQ”): (a) notified ACW that it and Debtor ANR no longer qualified under the state’s self-bonding program with respect to the Debtors’ Wyoming reclamation obligations; and (b) required ACW to substitute, within 90 days of the Debtors’ receipt of the notice, “either corporate sureties …, cash, governmental securities, federally insured certificates of deposit, or irrevocable letters of credit” valued at more than $400 million.

The Debtors disagreed with the WDEQ’s determination, and believed that they fully satisfied all requirements for self-bonding under applicable state regulations for the period in question. Accordingly, by letter

⁹  The Debtors’ actual reclamation expenditure over time was expected to be substantially higher than this amount, which was discounted to present value.

¹⁰  On September 19, 2014, non-Debtor affiliate ANR Second Receivables Funding, LLC (“ANR SRF”), a special purpose indirect subsidiary of ANR, as borrower, entered into a Credit and Security Agreement (the “A/R Facility”) with General Electric Capital Corporation, as administrative agent and a lender, swing line lender and LC Lender (as defined in the A/R Facility) and Webster Business Credit Corporation, as a lender and LC Lender. Under the A/R Facility, ANR SRF was permitted to borrow cash or cause the LC Lenders to issue letters of credit, on a revolving basis, in an amount up to $200 million subject to certain limitations set forth therein. The obligations of the lenders to make cash advances and of the LC Lenders to issue letters of credit pursuant to the A/R Facility were secured by certain trade receivables owned by ANR SRF. Further, ANR guaranteed the performance of its subsidiaries (other than ANR SRF) under the A/R Facility and agreements related thereto. As of the Petition Date, under the A/R Facility, approximately $102.8 million of letters of credit were outstanding.

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dated June 2, 2015 (the “June 2 Letter”), the Debtors requested an informal conference with the WDEQ as permitted under applicable law. On June 26, 2015, ACW and ANR exercised their statutory right under Wyoming law to seek judicial review of the WDEQ’s revocation of the Debtors’ self-bond by filing an appeal (the “Appeal”) thereof in the Sixth Judicial District Court of Campbell County, Wyoming (the “Wyoming Court”). On July 9, 2015, the WDEQ responded to the June 2 Letter indicating its willingness to participate in an informal conference. Pursuant to a motion filed with the Wyoming Court on July 23, 2015, the Powder River Basin Resource Council, a private, third-party conservation organization, sought to intervene in the Appeal. On July 24, 2015, ACW and ANR filed an unopposed motion with the Wyoming Court seeking to (a) stay the Appeal pending the informal conference and (b) stay the deadline for the Debtors to comply with the Wyoming Bonding Request.

In addition to the Wyoming Bonding Request, pursuant to a letter to ANR dated July 24, 2015, the West Virginia Department of Environmental Protection, Division of Mining and Reclamation (the “WVDEP”) informed ANR that it intended to transition the assurance of the Debtors’ reclamation obligations in West Virginia away from self-bonding to other acceptable forms of bond (the “West Virginia Bonding Request”).

Further information regarding the consensual resolutions of the Wyoming Bonding Request and the West Virginia Bonding Request for the period during the Chapter 11 Cases is provided in Section III.H, below.

6. Pension Obligations

As of the commencement of the Chapter 11 Cases, the Debtors maintained three qualified, non-contributory defined benefit pension plans (collectively, the “Qualified Plans”) covering certain salaried and non-union hourly employees. Benefits under each of the Qualified Plans have been frozen as to eligibility and benefit accrual. Benefits payable under the Qualified Plans are paid from the assets held within the applicable benefit plan trust. As of December 31, 2014, the Debtors’ accumulated unfunded obligation to the Qualified Plans was approximately $219.7 million.

In addition to the Qualified Plans, as of the Petition Date, the Debtors also had the following non-qualified plans (collectively, the “Non-Qualified Plans”): (a) the Alpha Natural Resources, Inc. and Subsidiaries Deferred Compensation Plan, as amended and restated effective August 1, 2012; (b) the Alpha Natural Resources, Inc. Non-Employee Directors Deferred Compensation Plan, as initially adopted effective January 1, 2010; (c) the Appalachia Holding Company Executive Deferred Compensation Plan and Excess Benefit Plan, formerly the A.T. Massey Coal Company, Inc. Executive Deferred Compensation Plan, amended and restated as of July 21, 2015; (d) the Foundation Coal Supplemental Executive Retirement Plan, effective July 30, 2004; and (e) the Appalachia Holding Company Supplemental Benefit Plan (formerly the A.T. Massey Coal Company, Inc. Supplemental Benefit Plan), amended and restated effective January 1, 2009. Benefits under the Non-Qualified Plans are completely unfunded. The Debtors’ obligations with respect to the Non-Qualified Plans, as of the Petition Date, were (a) $1.6 million in 2015, (b) $3.1 million in the aggregate for 2016 and 2017, (c) $3.1 million in the aggregate for 2018 and 2019 and (d) $30.4 million thereafter. Deferred compensation with respect to certain of the Non-Qualified Plans is held in “rabbi trusts,” (collectively, the “Rabbi Trusts”)¹¹ the proceeds of which are subject to the claims of the Debtors’ creditors. Further information regarding the Debtors’ activities with respect to the Non-Qualified Plans is provided in Section III.K.2 below.

7. Other Post-Employment Benefit Obligations

As of the Petition Date, the Debtors had short- and long-term liabilities for post-employment medical and life insurance benefits to certain eligible employees under various plans, which liabilities were unfunded. As of December 31, 2014, the Debtors had total post-employment medical benefit obligations of approximately $1.06 billion, including amounts reported as current liabilities. As set forth in Section III.K below, the Debtors have filed a motion to terminate certain such obligations pursuant to the terms of the applicable plans.

¹¹  The term “rabbi” trust is applied to this type of trust because the Internal Revenue Service first addressed the tax treatment of such a trust in the context of a trust established by a congregation for its rabbi.

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8. Regulatory Compliance Costs

The coal industry is heavily regulated by federal, state and local authorities with respect to, among other things, (a) permitting and licensing requirements, (b) air and water emissions, (c) property reclamation, (d) remediation of contaminated soil, (e) protection of surface and groundwater and (f) surface subsidence from underground mining. During 2014, the Debtors incurred capital expenditures of approximately $13.7 million in connection with regulatory compliance.

In 2014, the Debtors entered into a consent decree (the “Government Consent Decree”) with the United States Environmental Protection Agency (the “EPA”), the U.S. Department of Justice, the Commonwealths of Kentucky and Pennsylvania and the state of West Virginia regarding claims brought against the Debtors under the Clean Water Act, alleging that certain of the Debtors’ mining affiliates in various states exceeded certain water discharge permit limits during the period from 2006 to 2013. As part of the Government Consent Decree, the Debtors agreed to (a) implement an integrated environmental management system and an expanded auditing/reporting protocol, (b) install selenium and osmotic pressure treatment facilities at specific locations and (c) take certain other measures. The Government Consent Decree obligated the Debtors to make capital expenditures of approximately $163.4 million over the course of the period from 2015 through 2018 to achieve water quality compliance under certain water discharge permits issued by state agencies covered by the Government Consent Decree.

In early 2015, prior to the Petition Date, certain Debtors entered into two consent decrees (collectively, the “Environmental Groups Consent Decrees”) with Ohio Valley Environmental Coalition, West Virginia Highlands Conservancy and Sierra Club in one instance, and with those groups and Coal River Mountain Watch (collectively, the “Environmental Groups”) in the second, regarding claims brought against the Debtors under the Clean Water Act and SMCRA, alleging that certain of the Debtors’ mining affiliates in West Virginia violated, and continue to violate, certain permit limits or conditions. The Environmental Groups Consent Decrees arise out of the following cases in the United States District Court for the Southern District of West Virginia (the “West Virginia Court”): (a) Ohio Valley Environmental Coalition, et al. v. Alex Energy, Inc., et al., 2:12-cv-3412 (consolidated with 5:12-cv-1464, 2:13-cv-6870, 2:13-cv-20571) (S.D. W.Va.);¹² and (b) Ohio Valley Environmental Coalition, et al. v. Elk Run Coal Company, Inc., et al., 3:12-cv-0785 (S.D. W.Va.).¹³ Under the Environmental Groups Consent Decrees, the Debtors agreed to: (a) design, install and operate selenium pollution treatment technology at specific locations according to a defined schedule; (b) either (i) achieve a passing biological condition score or (ii) design, install and operate conductivity pollution treatment technology at specific locations by August 1, 2019; (c) retire a drag line excavator by December 31, 2016; and (d) make certain stipulated payments in the event the Debtors fail to meet certain specified deadlines in the Environmental Groups Consent Decrees. The Environmental Groups assert that the Debtors’ obligations under the Environmental Groups Consent Decrees are ongoing, are not subject to discharge, will continue in full force and effect after the confirmation and effectiveness of the Plan, and the West Virginia Court retains and will retain jurisdiction to oversee implementation of the Environmental Groups Consent Decrees.

The Environmental Groups further assert that: (a) any approved substantive consolidation of the Debtors’ estates for any purpose will have no impact on the ongoing obligations of the applicable Debtors under the Environmental Groups Consent Decrees; and (b) if any of the assets of a Debtor that is subject to an Environmental Groups Consent Decree are sold, such assets will be transferred subject to the obligations under the applicable Environmental Groups Consent Decree, and the Environmental Groups assert that the applicable buyer shall be (i) deemed to have assumed such obligations associated with the purchased assets and (ii) required to provide adequate assurance of its ability to satisfy such obligations.

The Debtors intend to continue complying with their Consent Decree obligations to the extent required by law absent further order of a court of competent jurisdiction. Moreover, the undisputed costs of compliance with the

¹²  The Debtor parties to the Environmental Groups Consent Decree arising from this proceeding are: Alex Energy, Inc.; Aracoma Coal Company, Inc.; Bandmill Coal Corp.; Highland Mining Co.; Independence Coal Co., Inc.; Jacks Branch Coal Co.; Kanawha Energy Co.; and Marfork Coal Co., Inc.

¹³  The Debtor parties to the Environmental Groups Consent Decree arising from this proceeding are: Alex Energy, Inc.; and Elk Run Coal Co., Inc.

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the Debtors’ Consent Decree obligations are included within the Reorganized Debtors’ Financial Projections through 2017. Potential future costs associated with the installation and operation of reverse osmosis or other technology are not included in the Debtors’ projections due to the contingent nature of such obligations, although such obligations could be material. As of the date of this Disclosure Statement, these issues have not been presented to or determined by the Bankruptcy Court.

9. Black Lung Benefit Obligations

Under the Black Lung Benefits Revenue Act of 1977 and the Black Lung Benefits Reform Act of 1977, as amended in 1981, each coal mine operator must: (a) pay certain health and disability benefits to certain current and former employees who suffer from occupational pneumoconiosis (also known as “black lung”) or, if the employee is deceased, to their spouse or dependents; (b) pay an excise tax on coal sales; and (c) secure black lung benefit obligations through insurance coverage, self-insurance or other adequate security. If a coal mine operator fails to pay the black lung benefits for which it is liable, such benefits are paid directly to the claimant by the Black Lung Disability Trust Fund, which was established in the United States Treasury pursuant to 26 U.S.C. § 9501. In such cases, the coal mine operator is responsible for reimbursing the Black Lung Disability Trust Fund for such benefit payments. The Black Lung Disability Trust Fund is funded by an excise tax on coal production of up to $1.10 per ton for deep-mined coal and up to $0.55 per ton for surface-mined coal (with, in each case, a cap of 4.4% of the gross sales price of such coal) (the “Black Lung Excise Tax”).

The Debtors are required by federal and state statutes to (a) pay the Black Lung Excise Tax on coal production and (b) provide black lung benefits to certain employees and former employees for awards related to black lung. In addition, as a result of the Massey Acquisition and the Foundation merger, the Debtors assumed certain black lung benefit obligations related to former employees of Foundation, Massey and their affiliates. The Debtors or their predecessors also have incurred certain black lung benefit liabilities with respect to contract miners who mined coal on land owned or leased by the Debtors or their predecessors. The Debtors are qualified self-insurers with respect to certain of their black lung obligations, with respect to which the Debtors fund benefit payments through a Section 501(c)(21) tax exempt trust fund. In addition, the Debtors are insured for certain of their black lung obligations by a third party insurance provider. As of December 31, 2014, the Debtors’ accrued obligations for self-insured black lung benefits totaled approximately $158.6 million.

10. 1974 Pension Plan Obligations

Certain of the Debtors are required by collective bargaining agreements with the UMWA to participate in, and make contributions to, the United Mine Workers of America 1974 Pension Plan (the “1974 Pension Plan”). The 1974 Pension Plan is a multi-employer pension plan administered by a board of trustees appointed by the UMWA and the Bituminous Coal Operators’ Association. For the years ended December 31, 2014, 2013 and 2012, the Debtors incurred expenses related to the 1974 Pension Plan of approximately $19 million, $21 million and $23 million, respectively. The 1974 Pension Plan estimates that the Debtors’ withdrawal liability with respect to the plan is approximately $782 million. Although the 1974 Pension Plan has asserted that a portion of this liability may be entitled to administrative expense status in the Chapter 11 Cases, there is no controlling authority on this issue, and the Debtors disagree with the 1974 Pension Plan’s position.

D. Events Leading to the Commencement of the Chapter 11 Cases

Shortly after the Massey Acquisition, the coal industry began to face unprecedented market challenges, leading to a historic decline. During the past several years, American coal producers have encountered a confluence of macroeconomic headwinds, competitive pressures and regulatory obstacles that, collectively, have distressed the domestic coal industry. These adverse trends have included: (a) rapidly falling coal prices due to, among other things, the substantially expanded ability of North American energy companies to produce vast quantities of natural gas; (b) weak demand and significant oversupply for both thermal and metallurgical coal due to slower than expected economic growth in both the United States and overseas markets (such as Europe, where the Debtors are the largest exporter of U.S. coal, and China, the largest user of thermal and met coal in the world); (c) the increasing use and government subsidization of renewable energy technologies, both in the United States and abroad; and (d) the imposition of restrictive federal and state regulations on coal producers and operators of coal-fired power plants, which regulations (i) constrain the use of coal to make electricity, (ii) have precipitously reduced domestic demand for thermal coal and (iii) have sharply increased the costs of maintaining regulatory compliance.

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Global coal prices generally correlate to the overall economic condition of the world’s leading industrial and developing economies. As the United States has struggled to recover from a severe recession and many other leading coal-consuming countries have suffered economic downturns or constrained growth in recent years, coal prices have not come close to reaching pre-recession levels. After briefly spiking in 2011 (immediately after the disaster at the Japanese Fukushima Daiichi nuclear power plant and multiple typhoons striking Australia), global coal prices have been mired in a trend of steady decline. Even as the United States has enjoyed modest annual gross domestic product growth during the past five years, demand for coal along with coal prices fell sharply over the four-year period prior to the Petition Date, reaching a 10-year low during the summer of 2015. For example, prices for met coal and thermal coal fell by approximately 72% and 44%, respectively, between 2011 and the Petition Date and, as of the Petition Date, central Appalachian coal production had declined by approximately 50% since 2008 and by approximately 37% since 2011.

The recent development of new technologies enabling the production of large quantities of domestic natural gas also has driven coal prices lower (e.g., between 2008 and 2013, domestic shale gas production more than quadrupled). As a result, natural gas prices have fallen approximately 75% from their peak in 2008 and are now well below historical averages. The availability of cheap natural gas has caused the annual share of total domestic electricity generation attributable to coal to drop from 47% in 2010 to 39% in 2014. In April 2015, domestic electricity generation powered by natural gas overtook that powered by coal on a monthly basis for the first time in American history, with 31% powered by natural gas (a 21% increase from April 2014) and 30% powered by coal (a 19% decrease from April 2014).

The macroeconomic challenges facing American coal producers in recent years have been compounded by the promulgation of new environmental regulations, and stricter enforcement of existing federal and state regulations, affecting the coal and electrical power industries. For example:

• in 2014, the United States Supreme Court upheld the EPA’s “Cross State Air Pollution Rule” that sharply limits allowable emissions of sulfur dioxide and nitrogen oxides from coal-fired power plants in 28 states;

• the EPA recently issued new rules, known as the Mercury and Air Toxics Standards (“MATS”), limiting mercury emissions from power plants nationwide; and

• the EPA has proposed new rules to reduce carbon dioxide emissions from new and existing power plants, including a strict new carbon emissions rule – the Clean Power Plan – that would force operators of coal-fired power plants to either install costly emission-control technology or close such plants altogether. Moreover, any new coal-fired plant must employ carbon capture and storage technology, a perhaps prohibitively expensive and as-yet unproven technology.¹⁴

These new regulations (MATS, in particular) have already contributed to the retirement of approximately 400 coal-fired electricity generating units and the loss of over 62,000 megawatts (or approximately 20%) of electric generating capacity. Moreover, it is expected that these new rules and regulations will (a) force the closure of approximately 468 additional existing coal-fired units with approximately 73,000 megawatts of electric generating capacity, (b) disincentivize utilities from constructing new coal-fired plants and (c) further reduce domestic demand for thermal coal, thereby putting increasing economic pressure on coal producers, including the Debtors.

In recent years, the federal government and many state governments also have enacted new laws designed to subsidize and promote the development and use of alternative energy sources in place of traditional fossil fuels such as coal. The federal American Recovery and Reinvestment Act of 2009, for example, provided $90 billion for

¹⁴  The EPA’s authority to regulate carbon dioxide emissions in this context was largely, although not entirely, upheld by an opinion of the United States Supreme Court issued on February 8, 2016.

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“clean energy” programs, a substantial portion of which was earmarked for the development of renewable energy technologies. President Barack Obama’s administration has signaled its intention to continue subsidizing and promoting the growth of the alternative energy sector, while removing economic benefits currently available to coal and other fossil fuel producers. In addition, most states have implemented regulatory mandates known as “renewable portfolio standards,” which generally require that a certain percentage of the electricity produced in the state must be generated from renewable energy sources. These efforts placed the Debtors under increasing economic pressures and at competitive disadvantages relative to heavily subsidized alternative energy industries.

In addition to the external challenges facing the coal industry from declining demand, alternative energy sources and a difficult regulatory environment, the Debtors faced intense competition within the coal industry. With respect to their domestic customers, the Debtors compete with numerous coal producers based in the Appalachian region and Illinois basin and with a significant number of western coal producers. Moreover, the recent strength of the U.S. dollar has made domestic coal more expensive relative to foreign coal production from Australia, Indonesia, South Africa and Columbia. Finally, long-expected consolidation in the coal industry has yet to materialize, resulting in excess production capacity and, thus, depressed prices for the Debtors’ coal.

III.

THE CHAPTER 11 CASES

A. Voluntary Petitions

The Debtors commenced their reorganization cases on the Petition Date by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code. By an order of the Bankruptcy Court, the Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered. The Debtors are authorized to continue to operate their business and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

The Debtors have continued, and will continue until the Effective Date (as defined in the Plan), to manage their properties as debtors-in-possession, subject to the supervision of the Bankruptcy Court and in accordance with the provisions of the Bankruptcy Code. An immediate effect of the filing of the Chapter 11 Cases was the imposition of the automatic stay under section 362 of the Bankruptcy Code, which, with limited exceptions, enjoined (a) the commencement or continuation of all collection efforts by creditors, (b) the enforcement of liens against any assets of the Debtors and (c) litigation against the Debtors.

B. First Day Relief

On the Petition Date, the Debtors filed various motions for relief and other pleadings (collectively, the “First Day Motions”). The First Day Motions were proposed to ensure the Debtors’ orderly transition into chapter 11. The Bankruptcy Court granted the relief requested in the First Day Motions, as described below, with, in certain cases, adjustments or modifications to accommodate the concerns of the Bankruptcy Court, the Office of the United States Trustee for Region Four (the “U.S. Trustee”) and other parties in interest.

1. Cash Management System

By a final order entered on October 8, 2015 (the “Cash Management Order”), the Bankruptcy Court authorized the Debtors to continue using: (a) their prepetition integrated, centralized cash management system (the “Cash Management System”); (b) their existing bank accounts; and (c) their business forms. In addition, the Bankruptcy Court authorized the Debtors to open and close bank accounts (including as required by the DIP Credit Agreements) and to continue intercompany funding, including by (a) granting superpriority administrative expense status to all postpetition claims arising therefrom and (b) allowing the Debtors to reconcile and set off any mutual prepetition obligations between Debtors arising from such transactions through the Cash Management System.

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2. Employee Wages and Benefits

By a final order entered on September 3, 2015 (the “Employee Order”), the Bankruptcy Court granted the Debtors authority to pay and honor, in the ordinary course of business and in their sole discretion, certain prepetition claims and obligations related to employee wages and benefits, as well as various related costs, expenses, deductions and withholdings.

3. Workers’ Compensation Program and Insurance Policies

The Debtors obtained a final order authorizing them to (a) maintain their prepetition workers’ compensation program, including coverage for black lung claims under applicable state and federal law; (b) continue processing workers’ compensation claims in the ordinary course; and (c) continue paying self-insured workers’ compensation claims and deductible costs.

By the same order, the Bankruptcy Court authorized the Debtors to maintain and perform under numerous insurance policies that provide coverage for, among other things, (a) general commercial liability, (b) property damage, (c) environmental liability, (d) automobile damage and liability, (e) aviation and marine liability, (f) directors and officers liability, (g) transit damage, (h) crime and fiduciary liability and (i) employment practices liability.

4. Surety Bonds

With respect to the Debtors’ surety bond obligations for environmental reclamation and other purposes, the Bankruptcy Court entered interim and final orders confirming the Debtors’ authority: (a) to maintain, continue and renew their surety bond program without interruption; and (b) to maintain collateral and perform under certain postpetition indemnity agreements as necessary to continue such program.

5. Essential Suppliers

The Debtors sought and obtained orders authorizing them to pay up to $44.5 million in prepetition claims of suppliers and service providers that were essential to the continued operation of the Debtors’ businesses, including (a) safety equipment and service suppliers; (b) environmental service providers; (c) fuel, lubricant, chemical and mineral suppliers; (d) suppliers of specialized goods, and providers of specialized services, required for coal production and processing; and (e) suppliers of coal necessary for the Debtors to satisfy their customer obligations.

6. Lien Claims

The Bankruptcy Court authorized the Debtors to pay, in their discretion, the claims of certain parties with commercial or trade relationships with the Debtors that may otherwise have held or asserted liens on and interests in property of the Debtors’ estates, including by retaining possession of such property.

7. Taxes

The Bankruptcy Court authorized the Debtors to pay various tax and other liabilities to governmental entities, including, among others: (a) production taxes; (b) black lung excise taxes; (c) sales and use taxes; (d) franchise taxes; (e) environmental and safety taxes; (f) penalties and fees; and (g) certain other taxes, assessments and fees.

8. Coal Sale Contracts

To avoid any uncertainty about the effect of the Chapter 11 Cases on the Debtors’ coal sale contracts, which may otherwise have deterred parties from entering into or negotiating such contracts, the Debtors obtained an order confirming their authority to enter into and perform under such contracts.

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9. Customer Obligations

The Debtors sought and obtained an order authorizing them to enter into agreements to perform, and to perform, certain obligations to their customers that are customary in the coal industry, including (a) demurrage obligations and (b) quality and volume adjustments.

10. Utilities Adequate Assurance

To comply with the requirements of section 366 of the Bankruptcy Code, the Debtors sought and obtained orders authorizing them to provide a two-week deposit to requesting utility companies in the expected aggregate amount of approximately $2 million.

11. Equity Securities Trading Procedures

The Debtors also obtained an order (a) establishing notice and objection procedures regarding certain transfers of beneficial interests in equity securities in Debtor ANR, (b) establishing a record date for notice and potential sell-down procedures for trading in claims against the Debtors and (c) granting certain other relief related to the preservation of net operating loss tax attributes.

12. Administrative and Procedural Motions

In addition to the foregoing motions, the Debtors obtained various administrative and procedural orders by the First Day Motions, including orders: (a) providing for the joint administration of the Chapter 11 Cases; (b) establishing case management procedures; (c) authorizing the Debtors to file a consolidated list of their largest 50 unsecured creditors in place of a separate list for each Debtor; (d) extending until October 2, 2015, the deadline for the Debtors to file their schedules of assets and liabilities (collectively, the “Schedules”) and statements of financial affairs (collectively, the “Statements”); (e) confirming the protections of the automatic stay of section 362 of the Bankruptcy Code; (f) confirming the administrative expense status of postpetition obligations; (g) establishing procedures for the assertion of claims arising from goods received by the Debtors during the 20-day period prior to the Petition Date under section 503(b)(9) of the Bankruptcy Code; and (h) establishing exclusive procedures for assertion, reconciliation and treatment of reclamation demands.

C. Retention of Professionals and Advisors

Soon after the commencement of the Chapter 11 Cases, the Debtors obtained Bankruptcy Court approval of the retention of: (a) Jones Day, as lead bankruptcy counsel; (b) Hunton & Williams LLP, as co-counsel; (c) Rothschild Inc., as financial advisor and investment banker; (d) KPMG LLP, as auditor; (e) Deloitte Tax LLP, as tax advisor; (f) McKinsey Recovery & Transformation Services U.S., LLC (“McKinsey”), as turnaround advisor; (g) Alvarez & Marsal North America, LLC, as financial advisor; (h) Jackson Kelly PLLC, Clearly Gottlieb Steen & Hamilton LLP and Quinn Emanuel Urquhart & Sullivan, LLP, as special counsel; (i) Ernst & Young LLP to provide certain accounting services to the Debtors; and (j) KCC as the Debtors’ claims, noticing and balloting agent in the Chapter 11 Cases.

These applications were granted with certain adjustments or modifications to accommodate the concerns of the Bankruptcy Court, the U.S. Trustee, the Creditors’ Committee and other parties in interest. In connection with these applications, the Debtors sought and obtained approval to establish procedures for interim monthly compensation of professionals. The Debtors also sought and obtained approval to employ certain professionals not involved in the administration of the Chapter 11 Cases in the ordinary course of business.

D. Statutory Committees

1. The Creditors’ Committee

On August 12, 2015, the U.S. Trustee appointed the Creditors’ Committee in the Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code. The seven members of the Creditors’ Committee are: (a) CB Mining, Inc;

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(b) Nelson Brothers, LLC; (c) the Pension Benefit Guaranty Corporation; (d) 1974 Pension Plan; (e) MUFG Union Bank, N.A. as Indenture Trustee; (f) Computershare Trust Company, N.A. and Computershare Trust Company of Canada, as successor to the Second Lien Notes Trustee, as Indenture Trustee; and (g) the UMWA. Counsel to the Creditors’ Committee are Milbank, Tweed, Hadley & McCloy LLP and Sands Anderson PC. The Creditors’ Committee also retained Protiviti Inc. as its financial advisor and Jefferies LLC as its investment banker.

2. The Retiree Committee

On November 19, 2015, the Bankruptcy Court entered an order directing the appointment of the Retiree Committee pursuant to section 1114 of the Bankruptcy Code. On December 1, 2015, the U.S. Trustee appointed the Retiree Committee in the Chapter 11 Cases. The five members of the Retiree Committee are: (a) Rickey Simpkins; (b) David Canterbury; (c) Leo Harris; (d) Michael Quillen; and (e) Clarence Whisenhunt, Jr. Counsel to the Retiree Committee are Tavenner & Beran, PLC and Harman Claytor Corrigan & Wellman, P.C.

3. Motion to Appoint an Equity Committee

On November 25, 2015, certain holders of ANR stock filed a motion seeking the appointment of an official committee of equity security holders (an “Equity Committee”) in the Chapter 11 Cases. The motion was opposed by various parties in interest, including the Debtors, the U.S. Trustee, the Creditors’ Committee, the administrative agents under the First Lien Credit Agreement and the DIP Credit Agreements and the steering committee of DIP Lenders. On December 22, 2015, the Bankruptcy Court entered an order denying the shareholders’ request to appoint an Equity Committee.

E. Postpetition Financing

The Debtors’ businesses are cash intensive, with significant daily costs to produce and ship coal to customers, satisfy obligations to employees, maintain the safety of their mines and other facilities and fulfill environmental and other regulatory requirements. As such, in connection with their preparations for the commencement of the Chapter 11 Cases, the Debtors determined that they would require immediate access to postpetition financing and the use of cash collateral (the “DIP Financing”) to operate their businesses, preserve value and pursue their restructuring goals.

1. The DIP Financing

The Debtors filed a motion (the “DIP Motion”) on the Petition Date seeking approval of the DIP Financing under: (a) that certain Superpriority Secured Debtor-In-Possession Credit Agreement (as amended, the “First Out DIP Credit Agreement”) by and among ANR as borrower, certain Debtors party thereto as guarantors, the lenders party thereto (the “First Out DIP Lenders”) and Citibank, N.A. (the “First Out Agent”), as Administrative Agent and Collateral Agent; and (b) that certain Superpriority Secured Second Out Debtor-in-Possession Credit Agreement (the “Second Out DIP Credit Agreement” and, together with the First Out DIP Credit Agreement, the “DIP Credit Agreements”) by and among ANR as borrower, certain Debtors party thereto as guarantors, the lenders party thereto (the “Second Out DIP Lenders” and, together with the First Out DIP Lenders, the “DIP Lenders”), the issuing banks thereto and Citicorp North America, Inc. (the “Second Out Agent” and, together with the First Out Agent, the “DIP Agents”), as Administrative Agent and Collateral Agent. On August 4, 2015 and September 17, 2015, the Bankruptcy Court issued orders approving the DIP Financing on an interim and final basis, respectively.

a. The First Out DIP Credit Agreement

The First Out DIP Credit Agreement provides for: (a) a term loan (the “DIP Term Loan Facility”) not to exceed $300 million, secured by substantially all of the assets of the Debtors, subject to certain excluded assets and carve outs (the “DIP Collateral”), which was to be used (i) to fund operations, (ii) to cash collateralize certain letters of credit and (iii) for the issuance of new letters of credit; (b) a term letter of credit facility in an amount up to $108 million of the $300 million DIP Term Loan Facility (the “DIP Term LC Facility”); and (c) a bonding accommodation facility in an amount up to $100 million (which may be increased with the consent of certain of the First Out DIP Lenders) (the “DIP Bonding Facility”). The DIP Bonding Facility provided the Debtors with the

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ability to satisfy bonding requests by governmental agencies under state reclamation laws in the form of either an allowed “superpriority” administrative expense claim under section 364 of the Bankruptcy Code in the Chapter 11 Cases, or the posting of a cash collateralized letter of credit.

Borrowings under the DIP Term Loan Facility can be made as either a Eurocurrency Borrowing or an ABR Borrowing. A Eurocurrency Borrowing accrues interest at LIBOR plus 9.00%, with a LIBOR floor of 1.00%. An ABR Borrowing accrues interest at the Alternative Base Rate plus 8.00%, with an ABR floor of 2.00%.

The First Out DIP Credit Agreement includes covenants that, subject to certain exceptions, require ANR to maintain certain minimum thresholds of liquidity and limit the ability of the Debtors to, among other things: (a) expend liquidity on capital expenditures, (b) make dispositions of material leases and contracts, (c) make acquisitions, loans or investments, (d) create liens on their property, (e) dispose of assets, (f) incur indebtedness, (g) merge or consolidate with third parties, (h) enter into transactions with affiliated entities and (i) make material changes to their business activities.

The First Out DIP Credit Agreement also allows the Debtors, on a single occasion and subject to receipt of commitments from lenders, to request the addition to the DIP Financing of an asset based revolving credit facility having aggregate commitments not to exceed $200 million (the “DIP Revolving Facility”), and which would also be secured by liens on the DIP Collateral and would be guaranteed by certain of the Debtors. Liquidity under any DIP Revolving Facility would be made available thereunder based on eligibility criteria and borrowing base calculations (including advance rates and reserves) as set forth therein. The DIP Revolving Facility would include such other customary terms and conditions as are agreed by the parties, and the effectiveness of the DIP Revolving Facility would be subject to documentation of an amendment to the First Out DIP Credit Agreement, the entry of an appropriate order of the Bankruptcy Court approving the facility, and other customary conditions precedent. Following the effective date, $100 million of the DIP Revolving Facility would be required to be used to repay the DIP Term Loan Facility.

b. The Second Out DIP Credit Agreement

The Second Out DIP Credit Agreement consists of a last-out letter of credit replacement facility in an aggregate undrawn amount of approximately $192 million (the “Second Out Facility”). Pursuant to the terms of the Second Out Facility, letters of credit that were outstanding under the prepetition First Lien Credit Facility were deemed to have been issued postpetition under the Second Out Facility, and the Debtors are permitted to further extend or renew these letters of credit on a going-forward basis. The obligations of the Debtors under the Second Out DIP Credit Agreement are secured by liens on the DIP Collateral. Unreimbursed drawings under letters of credit under the Second Out Facility bear interest at LIBOR plus 4.00% or at the Alternative Base Rate plus 3.00% (with an ABR floor of 2.00%), as applicable. The Second Out DIP Credit Agreement incorporates by reference the events of default, affirmative and negative covenants and representations and warranties contained in the First Out DIP Credit Agreement.

The relative rights among the DIP Lenders in the DIP Collateral are set forth in the DIP Orders and that certain Debtor-in-Possession Pledge and Security and Intercreditor Agreement dated as of August 6, 2015 by and among ANR, the guarantors party thereto, the DIP Agents and the other agents party thereto (as amended by that certain First Amendment and Joinder to the Security Agreement dated as of September 18, 2015, and as may be further amended from time to time, the “DIP Security Agreement”).

In addition to the security interests granted under the DIP Credit Agreements, the DIP Security Agreement and the DIP Order, pursuant to section 364(c)(1) of the Bankruptcy Code, all of the Debtors’ obligations under the DIP Credit Agreements constitute allowed claims against the Debtors with priority over any and all administrative expenses, and all other claims against the Debtors, now existing or hereafter arising, of any kind whatsoever, subject only to certain carve outs as provided in the DIP Credit Agreements and the DIP Orders.

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2. Adequate Protection

The DIP Order provided the Debtors’ First Lien Lenders and the Second Lien Noteholders with adequate protection in the form of certain replacement liens on the Prepetition Collateral and cross-collateralization liens (such liens collectively, the “Adequate Protection Liens”) on property of the Debtors unencumbered by the liens supporting the First Lien Credit Agreement (collectively, the “Prepetition Senior Liens”), superpriority administrative claims under section 507(d) of the Bankruptcy Code, the payment of interest, fees and expenses and the right to receive certain financial reporting.

3. Amendments to the First Out DIP Credit Agreement

a. Amendment No. 1

On September 17, 2015, the Debtors entered into Amendment No. 1 to the First Out DIP Credit Agreement. Amendment No. 1 conformed the First Out DIP Credit Agreement with the DIP Order and addressed nonmaterial changes that had occurred since the Petition Date. Contemporaneous notice of this nonmaterial amendment was given to the Creditors’ Committee consistent with paragraph 7(c)(ii) of the DIP Order.

b. Amendment No. 2

On September 18, 2015, the Debtors entered into Amendment No. 2 to the DIP Credit Agreement. Amendment No. 2 was nonmaterial and provided the Debtors with additional time to obtain the entry of the final Cash Management Order. Contemporaneous notice of this nonmaterial amendment was given to the Creditors’ Committee consistent with paragraph 7(c)(ii) of the DIP Order.

c. Amendment No. 3

On November 19, 2015, the Bankruptcy Court entered an order (the “First DIP Amendment Order”) approving Amendment No. 3 to the First Out DIP Credit Agreement that, among other things: (a) authorized the Debtors to increase the amount of the DIP Term L/C Facility from $108 million to $138 million; (b) modified certain case milestones provided for under the First Out DIP Credit Agreement, as more fully described below; (c) amended and, in certain cases, restated certain financial reporting and information sharing covenants; and (d) amended and restated covenants governing the capital expenditures permitted under the DIP Credit Agreements and minimum liquidity requirements set forth in the DIP Credit Agreements. In addition to the foregoing amendments, pursuant to the First DIP Amendment Order, all defaults and events of default that may have occurred under the DIP Credit Agreements as a result of the Debtors’ failure to provide to the DIP Lenders certain reporting as required under the First Out DIP Credit Agreement were waived.

d. Amendment No. 4

On November 24, 2015, the Debtors entered into Amendment No. 4 to the First Out DIP Credit Agreement, which the Bankruptcy Court also approved pursuant to the First DIP Amendment Order. The amendment further modified the case milestones provided for under the First Out DIP Credit Agreement to require the filing by January 22, 2016 of a Plan Structure Agreement based upon an agreed Business Plan (as such terms are defined in Sections IV.B.3 and IV.B.1, respectively. Amendment No. 4 also amended the definition of “New Term L/C Conditions” established in the Amendment No. 3 to require the Required Lenders (as defined in the First Out DIP Credit Agreement) to act in a reasonable manner in objecting to the issuance of any letter of credit under the DIP Term LC Facility.

e. Amendment No. 5

On February 8, 2016, in connection with the Core Asset Sales Motion, as defined in Section III.J.4 below, the Debtors further requested that the Bankruptcy Court approve an amendment to the First Out DIP Credit Agreement that would provide for a revised set of milestones modifying the dates by which the Debtors would complete certain key actions and activities necessary to emerging from chapter 11. These milestones address,

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among other actions, (a) the filing of a chapter 11 plan and related disclosure statement, (b) the filing of a motion to approve a disclosure statement and plan solicitation process, (c) the filing of any motions for relief under sections 1113 and 1114 of the Bankruptcy Code, (d) completion of a sale hearing for the Core Assets, as defined in Section III.J.4 below, and (e) entry of any orders needed under sections 1113 and 1114 of the Bankruptcy Code. An order approving the requested amendment was entered on March 11, 2016.

4. The Challenge Period

Paragraph 23 of the DIP Order provided the Creditors’ Committee with a period of 90 days (the “Challenge Period”) to file an adversary proceeding or contested matter challenging the validity, enforceability, priority, or extent of any stipulated debt or security interests thereunder. On December 8, 2015, the Bankruptcy Court entered a stipulation and consent order extending the Challenge Period through February 1, 2016. On February 5, 2016, the Bankruptcy Court entered a second stipulation and consent order (the “Second Challenge Period Order”) further extending the Challenge Period through and including February 15, 2016. The Second Challenge Period Order further provided that, if on or before February 15, 2016, the Creditors’ Committee (a) provided notice of its intent to pursue claims subject to the Challenge Period and (b) identified such claims and the assets to which they pertain with reasonable specificity, the Challenge Period would be further extended through March 1, 2016 solely for the purpose of permitting the Creditors’ Committee to file appropriate papers to commence proceedings with respect to such claims. On February 15, 2016, the Creditors’ Committee filed the Notice of the Official Committee of Unsecured Creditors’ Intention to Pursue Claims consistent with the terms of the Second Challenge Period Order. On March 1, 2016, the Creditors’ Committee filed a motion (the “Committee Standing Motion”) seeking (a) standing to pursue claims related to the Challenge Period on behalf of the Debtors’ estates, (b) a further extension of the Challenge Period pending adjudication of the motion and (c) confirmation that certain additional claims are not subject to the Challenge Period. The resolution of the Committee Standing Motion, together with the Creditors’ Committee’s potential challenges to the stipulated debt and security interests under the DIP Order, as part of the Global Settlement is more fully described in Section IV.C below.

F. The Schedules and Statements

Consistent with certain of the first-day relief that the Bankruptcy Court granted the Debtors, on October 2, 2015, the Debtors filed their Schedules and Statements in each of the Chapter 11 Cases. On February 11, 2016, the Debtors filed certain amendments to the Schedules.

G. Claims Process and Bar Date

By an order entered on December 22, 2015 (the “General Bar Date Order”), the Bankruptcy Court established the general deadline (the “General Bar Date”) and certain other deadlines (collectively with the General Bar Date, the “Bar Dates”) and other procedures for filing a proof of claim or request for administrative expenses in the Chapter 11 Cases, as follows:

• all entities (including governmental units) that assert a claim against a Debtor that arose or is deemed to have arisen prior to the Petition Date must file a proof of claim on or before the General Bar Date, which was 5:00 p.m., Eastern Time, on February 19, 2016;

• any entity asserting claims arising from or relating to the rejection of executory contracts or unexpired leases in the applicable Debtor’s Chapter 11 Case, or claims otherwise related to such rejected agreements, are required to file proofs of claim by the later of: (a) the General Bar Date; and (b) 5:00 p.m., Eastern Time, on the date that is 30 days after the entry of a Court order authorizing such rejection or the deemed rejection date; and

• if a Debtor amends or supplements its Schedules to: (a) reduce the undisputed, noncontingent and liquidated amount of a claim; (b) change the nature or classification of a claim against the Debtor in a manner adverse to the scheduled creditor; or (c) add a new claim to the Schedules with respect to a party that was not previously served with notice

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of the Bar Dates (in each case, a “Modified Claim”), the affected claimant may file a proof of claim in respect of the Modified Claim, or amend any previously filed proof of claim to add the Modified Claim, by the later of: (x) the General Bar Date; and (y) 5:00 p.m., Eastern Time, on the date that is 30 days after the date that notice of the Modified Claim is served on the claimant.

The Debtors provided notice of the Bar Dates as required by the General Bar Date Order, including through publication in the national edition of USA Today on December 30, 2015. In addition, packages (“Bar Date Packages”) including notice of the Bar Dates and one or more proof of claim forms, as approved by the Bankruptcy Court, have been mailed to all known potential claimants, including all entities listed in the Schedules as potentially holding claims. Further, the Debtors mailed Bar Date Packages to, among others, (a) the U.S. Trustee, (b) counsel to the official committees appointed in the Chapter 11 Cases, (c) the UMWA, (d) all federal and state environmental protection agencies for the jurisdictions in which the Debtors held property or conducted business as of the Petition Date, (e) all parties that had requested notice of the proceedings in the Chapter 11 Cases as of the date of entry of the General Bar Date Order and (f) all parties that had filed proofs of claim in the Chapter 11 Cases as of the date of entry of the General Bar Date Order.

As of the date of filing of this Disclosure Statement, the Debtors estimate that approximately 10,770 proofs of claim have been filed in the Chapter 11 Cases to date, asserting liquidated liabilities in the total amount of approximately $15.8 billion.

The Debtors have not yet objected to any proofs of claim. On April 12, 2016, the Debtors filed separate motions seeking to establish procedures (a) for objecting to claims to allow the Debtors to make more widespread use of omnibus claims objections than otherwise provided for under the Bankruptcy Rules and (b) for settling claims subject to certain notice requirements based upon the materiality of the applicable settlement. The Bankruptcy Court: (a) approved the claim objection procedures by an order entered on May 3, 2016; and (b) approved the claim settlement procedures at a hearing on May 17, 2016.

H. Interim Bonding Settlements

The DIP Order provides for the Bonding Accommodation for governmental authorities that make any demand, request or requirement for any surety bond, letter of credit or other financial assurance pursuant to applicable law, to the extent such surety bond, letter of credit or other financial assurance is to satisfy or replace an amount for which a Debtor is self-bonded (any such demand, request or requirement, a “Bonding Request”). Pursuant to the Bonding Accommodation, the Debtors are authorized to provide financial assurance to such governmental authorities, in an aggregate stated amount of up to the Bonding Accommodation Cap, in the form of (or any combination of): (a) collateralized letters of credit (a “Bonding Letter of Credit”); or (b) a claim (a “Bonding Superpriority Claim”) against the Term Facility Collateral, as defined in the Interim DIP Order, having priority over any or all administrative expenses of the kind specified in section 503(b) of the Bankruptcy Code. Consistent with the terms of the DIP Order, the Debtors entered into interim settlements of the Bonding Requests issued by the applicable agencies of Wyoming and West Virginia, solely for the period during the pendency of the Chapter 11 Cases.

1. The Wyoming Bonding Request

On October 8, 2015, the Bankruptcy Court entered a stipulation and order resolving the Bonding Request issued by the WDEQ described in Section II.C.5 above regarding the Debtors’ $411 million reclamation bonding obligations relating to their surface mining operations in Wyoming by, among other things, granting the WDEQ a Bonding Superpriority Claim in the amount of $61 million against the Debtors’ estates to secure the Debtors’ reclamation obligations in Wyoming during the pendency of the Chapter 11 Cases.

2. The West Virginia Bonding Request

By a letter dated September 1, 2015, the WVDEP issued a Bonding Request requiring the Debtors to replace self-bonds in the amount of approximately $244 million. Following extensive negotiations among the

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parties, on December 22, 2015, the Bankruptcy Court entered an order approving a resolution of the WVDEP’s Bonding Request. Pursuant to the terms of the resolution, which is embodied in a consent order issued by the WVDEP, the Bankruptcy Court granted the WVDEP, among other things, a Bonding Superpriority Claim in the amount of $24 million, in addition to a Bonding Letter of Credit in the amount of $15 million, to support the performance of the Debtors’ reclamation obligations in West Virginia, thereby utilizing the remaining $39 million of availability under the Bonding Accommodation. On January 4, 2016, certain environmental parties, including the Sierra Club, the West Virginia Highlands Conservancy and the Ohio Valley Environmental Coalition, filed a notice of appeal of the Bankruptcy Court’s order approving the WVDEP’s consent order. On February 4, 2016, the appeal was dismissed by agreement of the parties.

I. Key Employee Motions

1. Motion to Continue Retention Programs for Non-Insider Key Employees

On August 28, 2015, the Debtors filed a motion (the “KERP Motion”) seeking confirmation of their authority to continue in the ordinary course of business their prepetition retention programs with respect to approximately 143 key employees other than the eight senior managers who are members of the Debtors’ management committee (collectively, the “Executive Insiders”). Following negotiations with the U.S. Trustee and the Creditors’ Committee, among other parties, the Debtors agreed to exclude a further nine key employees that were potential insiders (collectively, the “Non-Executive Insiders”) from the KERP Motion. By an order entered on October 8, 2015, the Bankruptcy Court granted the relief requested in the KERP Motion with respect to the remaining 134 key employees.

2. Motion to Approve Payment of the 2015 Annual Incentive Bonus to Certain Insiders and the Key Employee Incentive Plan for 2016

Among other relief granted in the first-day Employee Order, the Bankruptcy Court authorized the Debtors to continue making payments under their annual incentive bonus program (the “AIB”) except with respect to the Executive Insiders. As set forth above, the Executive Insiders together with the Non-Executive Insiders also were excluded from the relief granted by the Bankruptcy Court with respect to the KERP Motion. To provide an incentive for these most critical employees to achieve the highest levels of performance during the Chapter 11 Cases, the Debtors filed a motion (the “KEIP Motion”) requesting that the Bankruptcy Court authorize them to (a) make payments to the Executive Insiders under the AIB for 2015 and (b) approve a key employee incentive plan (the “KEIP”) for the Executive Insiders and Non-Executive Insiders for 2016. Following extensive negotiations, the Creditors’ Committee and the Retiree Committee agreed not to object to the proposed KEIP on the condition that the Debtors make certain revisions to the program. Although no party opposed payment of the 2015 AIB, the UMWA and the UMWA Health & Retirement Funds (the “UMWA Funds”) objected to the relief requested in the KEIP Motion with respect to the 2016 KEIP. Following discovery and a hearing on the merits, the Bankruptcy Court entered an order authorizing the AIB payments and approving the KEIP on January 27, 2016 and a memorandum opinion in support of its order on February 24, 2016. The UMWA Funds and the UMWA appealed the Bankruptcy Court’s opinion and order. The appeals were consolidated by an order of the district court entered on March 16, 2015, and briefing with respect to the appeals is now complete.

J. Sale Motions

1. Motion to Approve Miscellaneous Asset Sale Procedures

On September 1, 2015, the Debtors filed a motion seeking to implement procedures (the “Miscellaneous Asset Sale Procedures”) by which the Debtors could, in their discretion, sell or abandon certain non-core miscellaneous real or personal property that is no longer needed in the Debtors’ ongoing business activities and, in most cases, is of relatively de minimis value compared to the Debtors’ total assets, without need for further Court approval. The Miscellaneous Asset Sale Procedures permitted the Debtors to streamline the disposition of such assets and avoid the administrative burden and cost of seeking approval of every such transaction. By an order entered on September 17, 2015, the Bankruptcy Court approved the Miscellaneous Asset Sale Procedures, with certain adjustments and modifications proposed by the Debtors to accommodate the concerns of parties in interest. Since the Bankruptcy Court’s approval of the Miscellaneous Asset Sale Procedures, the Debtors have sold various assets consistent with its terms and reporting requirements.

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2. Motion to Approve Rice Shares Sale Procedures

Prior to the Petition Date, during the first quarter of 2014, Debtor Foundation PA Coal Company, LLC (“Foundation Coal”) agreed to transfer its 50% interest in an affiliated entity, Alpha Shale JV, to a non-Debtor entity, Rice Energy Inc. (“Rice Energy”), in exchange for over 9.5 million shares of Rice Energy common stock (collectively, the “Rice Shares”) and $100 million in cash consideration. As a result of that transaction, Foundation Coal owned a significant amount of Rice Shares as of the Petition Date. In order to monetize the Rice Shares over time and in its discretion, Foundation Coal sought, by a motion filed on December 3, 2015, to establish procedures by which it may sell the Rice Shares in open market transactions without the need for further Court approval. Foundation Coal also sought authorization to pay any related stockbroker commissions and/or fees. By an order entered on December 22, 2015, the Bankruptcy Court approved such procedures as modified by the Debtors to accommodate the concerns of parties in interest. Since December 22, 2015, the Debtors have sold approximately 59% of the Rice Shares they held as of the Petition Date pursuant to the Rice Shares sales procedures.

3. Motion to Approve Sales of Non-Core Mining Property

By a motion filed on October 22, 2015, the Debtors sought the entry of an order establishing procedures governing: (a) the bidding on, and sale of, certain of the Debtors’ non-core mining properties, assets and related infrastructure (collectively, the “Non-Core Assets”); and (b) the assumption and assignment of executory contracts and unexpired leases in connection with sales of Non-Core Assets. In addition, the Debtors moved the Bankruptcy Court to schedule certain auctions and final sale hearings in connection with any potential sales. On November 6, 2015, the Bankruptcy Court entered an order (the “Non-Core Asset Bidding Procedures Order”) establishing the requested bidding and sale procedures, with certain adjustments and modifications to accommodate the concerns of parties in interest, and establishing an auction date, if necessary.

The Debtors solicited expressions of interest pursuant to the Non-Core Asset Bidding Procedures Order by contacting approximately 139 potentially interested parties. In response, 57 such parties executed non-disclosure agreements in connection with the proposed sales, and the Debtors received indications of interest from 27 such parties. Although the Debtors received 5 bids for certain of the Non-Core Assets, the Debtors have not qualified any bidders pursuant to the terms of the Non-Core Asset Bidding Procedures Order. The Debtors therefore adjourned the originally scheduled hearing regarding approval of Non-Core Asset sales. The Debtors continue to negotiate the sale of certain Non-Core Assets with interested parties in accordance with the Non-Core Asset Bidding Procedures Order.

4. Motion to Approve Sales of Core Mining Property

On February 8, 2016, the Debtors filed a motion (the “Core Asset Sales Motion”) seeking an order: (a) establishing procedures relating to the bidding for, and potential sale of, certain key mining properties, assets and related infrastructure (collectively, the “Core Assets”); (b) approving a credit bid of the Debtors’ First Lien Lenders (the “Stalking Horse Bid”) for certain designated assets (collectively, the “Reserve Price Assets”), as more fully described in Section IV.B.5; (c) scheduling auctions and final sale hearings, as necessary; and (d) establishing procedures for the assumption and potential assignment of executory contracts and unexpired leases in connection with any sale of Core Assets. On March 11, 2016, the Bankruptcy Court entered an order (the “Core Asset Bidding Procedures Order”) (a) approving the proposed bidding procedures, (b) approving the Stalking Horse Bid as the lead bid for the Reserve Price Assets and (c) scheduling an auction, if necessary, and a hearing to approve the sale.

In addition to the bidding and sale procedures, the Core Asset Sales Motion also sought approval of two settlements among the Debtors and the First Lien Lenders in connection with any orders approving the sale of Core Assets: (a) the Unencumbered Asset Settlement (as defined in Section IV.B.7) establishing which of the Debtors’ assets are deemed to have been unperfected or unencumbered as of the Petition Date with respect to the First Lien Credit Agreement; and (b) the Diminution Claim Allowance Settlement (as defined in Section IV.B.7) establishing the methodology for calculating the First Lien Lenders’ claim for the diminution of the value of their interests in collateral relating to the First Lien Credit Agreement. Finally, as further described in Sections III.E.3 and IV.B.3,

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the Core Asset Sales Motion sought approval of Amendment No. 5 to the First Out DIP Credit Agreement to establish the revised case milestones set forth therein that govern the chapter 11 plan process. The Bankruptcy Court approved Amendment No. 5 in a separate order entered on March 11, 2016.

As required by the Core Asset Bidding Procedures Order, the Debtors mailed notice of the potential sale of the Core Assets to all parties known or reasonably believed to be interested in purchasing the assets (among various other parties) and published a court-approved notice in USA Today. Further, in connection with the marketing of the Core Assets, the Debtors and their advisors (a) contacted 154 strategic, financial and other investors (e.g., other domestic and foreign coal producers, mining focused investment vehicles, private equity firms with mining interest, distressed asset investors and environmental funds); and (b) executed non-disclosure agreements with, and established data room access with key information related to the Debtors’ assets for, numerous such investors. The Debtors also provided potentially interested bidders with marketing and due diligence information as described in the Core Asset Bidding Procedures Order. Further information regarding the Core Asset Sale Motion, the Stalking Horse Bid and the separation of the Debtors’ natural gas assets in the Marcellus Shale from the Stalking Horse Bid of the First Lien Lenders is provided in Sections IV.B.5 through IV.B.7 below.

K. Employee/Retiree Benefits

1. Non-Union Retiree Benefit Motion

The Debtors historically have provided certain of their non-union retirees (collectively, the “Non-Union Retirees”) with various unvested, non-pension welfare benefits (e.g., hospital, medical, prescription, surgical and life insurance) (collectively, the “Non-Pension Retiree Benefits”). Payments made to or on behalf of Non-Union Retirees cost the Debtors approximately $2.9 million in 2015, and future expected payments represent an approximately $87.2 million liability on the Debtors’ balance sheets. Thus, given the Debtors’ financial condition and their duty to maximize the value of their chapter 11 estates for the benefit of all stakeholders, the Debtors determined to terminate such Non-Pension Retiree Benefits consistent with applicable law (including the Employee Retirement Income Security Act of 1974). Accordingly, on November 2, 2015, the Debtors filed a motion (the “Retiree Benefit Motion”) seeking authorization to terminate such unvested, non-union Non-Pension Retiree Benefits effective as of December 31, 2015. All of the benefit plans affected by the Retiree Benefit Motion expressly reserve the Debtors’ unilateral right to modify or terminate the plans and/or benefits at any time. As such, under applicable contract and non-bankruptcy law, the Non-Pension Retiree Benefits are not vested, and such plans and/or benefits can be terminated by the Debtors in their business judgment. The Debtors are engaged in ongoing negotiations with the Retiree Committee regarding a potential resolution of the Retiree Benefit Motion and certain other issues relating to retiree benefits.

2. Non-Qualified Benefit Motion

On May 13, 2016, the Debtors filed a motion (the “Non-Qualified Plan Motion”) seeking an order (a) authorizing the Debtors to terminate the Non-Qualified Plans, (b) directing Bank of America, N.A. as trustee of the Rabbi Trusts to return the assets held therein to the Debtors’ estates, (c) rejecting the trust agreements that govern the Rabbi Trusts upon return of the trust funds and (d) confirming that any disbursements to participants or beneficiaries with respect to the Non-Qualified Plans will not be subject to adverse tax consequences pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “IRC”). Among other bases for the requested relief, the terms of the Non-Qualified Plans authorize the Debtors to unilaterally terminate the Non-Qualified Plans in their discretion. Additionally, the agreements governing the Rabbi Trusts specifically make the funds in such trusts subject to the claims of the contributing Debtors’ creditors. The Non-Qualified Plan Motion is currently scheduled for hearing on May 31, 2016.

3. 1113/1114 Motion

As of January 1, 2015, approximately 910 of the Debtors’ employees were represented by the UMWA. In addition, the Debtors had retiree benefit obligations to approximately 2,600 retirees who were UMWA-represented (not including spouses, dependents or other beneficiaries). The Debtors’ operational cuts in the years before the Petition Date had a disproportionate impact on their unrepresented employees as a result of the protections afforded union employees by the terms of various collective bargaining agreements (collectively,

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the “CBAs”). Although the terms and conditions set forth in the CBAs vary, in most instances they provide covered employees with significantly higher compensation (i.e., wages and benefits) than those received by the Debtors’ unrepresented employees for similar work. Additionally, certain CBAs provide for wage rate increases every year, regardless of the Debtors’ prior performance, current economic condition or future outlook.

The costs to the Debtors of the CBAs are not limited to wage and benefit obligations paid directly to union employees. In addition to a variety of operational restrictions that result in inefficiencies and increased production costs at the Debtors’ union locations, the CBAs require the Debtors to contribute to various pension and medical plans and programs that impose substantial and unsustainable costs on their estates. In 2016, for example, the Debtors project approximately $54.4 million¹⁵ in cash costs related to active and retiree medical benefits for union represented participants. In that same year, the Debtors project more than $22 million in cash costs related to pension, retirement and other benefits for union employees including, among other obligations (a) approximately $9.6 million in contributions to the 1974 Pension Plan and (b) over $5.3 million in contributions to (i) the 2012 Retiree Bonus Account Trust, (ii) the United Mine Workers of America 1992 Benefit Plan, (iii) the United Mine Workers of America 1992 Benefit Plan, (iv) the United Mine Workers of America Combined Benefit Fund and (v) the Cash Deferred Savings Plan of 1988 (collectively, the “UMWA Funds”).

The Debtors recognized that substantial reductions in costs associated with their CBAs and union retiree medical care obligations (collectively, the “Union Retiree Healthcare Obligations”) were imperative to preserve their businesses, promote their ongoing sale processes and prevent a potential liquidation of their assets. In particular, the Debtors determined that their businesses could not support the labor and legacy obligations imposed by the CBAs and that no party potentially interested in purchasing (and able to purchase) any of their assets would take such assets subject to these obligations. The Debtors therefore met with the UMWA beginning in early December 2015 to discuss the challenges facing the Debtors and their need to achieve at least $60 million in labor savings related to current and former union employees (in addition to another $140 million in cost reductions to be borne in many instances by other constituencies). On January 4, 2016, consistent with the terms of the DIP Order, the Debtors delivered their written proposals to the UMWA detailing the Debtors’ proposed modifications with respect to their union obligations.

Pursuant to Amendment No. 5 to the First Out DIP Credit Agreement, the Debtors were required to file a motion pursuant to sections 1113 and 1114 of the Bankruptcy Code if, prior to March 28, 2016, the Debtors and the UMWA had not reached a settlement with respect to the Debtors’ labor proposals. The parties not having reached a resolution by that date, the Debtors filed a motion (the “1113/1114 Motion”) for an order: (a) authorizing, but not directing, the Debtors to reject the CBAs pursuant to section 1113(c) of the Bankruptcy Code and (b) authorizing the Debtors to modify the Union Retiree Healthcare Obligations pursuant to section 1114(g) of the Bankruptcy Code, including (i) the termination of certain retiree medical programs and the replacement of such programs with a subsidy consistent with the benefits provided to the Debtors’ non-union retirees and (ii) the termination of the Debtors’ liabilities under the Coal Act.

The UMWA and the UMWA Funds objected to the relief requested in the 1113/1114 Motion, and the hearing on the motion was adjourned to May 9, 2016 while the parties engaged in discovery. In the interval, the Debtors’ continued in their efforts to reach an agreement with the UMWA and facilitated negotiations with the UMWA on behalf of the First Lien Lenders. As a result of these negotiations, the UMWA and the First Lien Lenders agreed upon a framework for collective bargaining agreements in the event that NewCo is the successful bidder for the NewCo Assets and contingent upon ratification by the UMWA’s members.

As a result of the negotiations between the First Lien Lenders and the UMWA, and in the spirit of the Debtors’ continued interest in reaching a negotiated resolution with the UMWA, the Debtors revised their proposals of January 4, 2016 to reflect key elements of the framework agreed upon between the UMWA and the First Lien Lenders. On May 3, 2016, the Debtors submitted their revised proposals to the UMWA. The revised proposals excluded the NewCo Assets and were expressly contingent upon the consummation of a sale of the NewCo Assets to NewCo. The UMWA refused to accept the revised proposals, however.

¹⁵  Approximately $7.1 million of this projected amount relates to obligations under the Coal Industry Retiree Health Benefit Act of 1992 (the “Coal Act”).

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The Bankruptcy Court conducted an evidentiary hearing with respect to the 1113/1114 Motion on May 9, 2016. By a memorandum opinion and order entered on May 24, 2016, the Bankruptcy Court granted the relief requested in the 1113/1114 Motion, including with respect to the CBAs and the Union Retiree Health Care Obligations (including Coal Act obligations). Since that date, the Debtors have continued to facilitate negotiations between the UMWA and the First Lien Lenders with a view toward finalizing the terms of the framework agreed upon between the parties, and incorporated in part into the Debtors’ May 3 proposals, to be implemented in connection with the consummation of the NewCo Asset Sale.

L. Further Motions and Related Events in the Chapter 11 Cases

1. Motion to Extend the Exclusive Filing and Solicitation Periods

Pursuant to section 1121(b) of the Bankruptcy Code, a debtor has the exclusive right to file a chapter 11 plan during the first 120 days following the commencement of a chapter 11 case (the “Exclusive Filing Period”). Section 1121(c)(3) of the Bankruptcy Code, in turn, provides a debtor with a total of 180 days from the commencement of the case to solicit acceptances of any chapter 11 plan filed during such 120-day period (the “Exclusive Solicitation Period”). These periods may be extended for “cause” up to a date that is 18 months after the Petition Date. On November 3, 2015, the Debtors filed a motion seeking an extension of (a) the Exclusive Filing Period by 120 days, through and including March 30, 2016; and (b) the Exclusive Solicitation Period through and including May 30, 2016, or 61 days after the expiration of the Exclusive Filing Period. The Bankruptcy Court granted the requested relief by an order entered on November 24, 2015.

2. Motion to Extend the Removal Period

Section 1452 of title 28 of the United States Code permits parties, under certain circumstances, to remove claims or causes of action in most civil actions to the district court for the district where such civil action is pending. Bankruptcy Rule 9027, however, establishes a deadline for filing notices of removal of claims or causes of action. By a motion filed on October 16, 2015, the Debtors sought to extend the deadline for the filing of removal notices from November 1, 2015 to the later of (a) April 29, 2016 or (b) 30 days after the entry of an order terminating the automatic stay with respect to any particular civil action sought to be removed. Further, the Debtors requested that this relief be granted without prejudice to the Debtors’ right to seek further extensions. The Bankruptcy Court granted such relief by an order entered on November 6, 2015.

3. Motion to Dismiss the Chapter 11 Case of Gray Hawk Insurance Company

On September 18, 2015, the Debtors filed a motion seeking the withdrawal of the chapter 11 petition and dismissal of the chapter 11 case of Gray Hawk Insurance Company (“Gray Hawk”), effective as of the Petition Date, because Gray Hawk is a captive insurance company organized pursuant to the laws of the Commonwealth of Kentucky and, therefore, is not eligible for chapter 11 relief pursuant to section 109(d) of the Bankruptcy Code. The Bankruptcy Court entered the requested order on October 8, 2015.

4. Motion to Extend the Deadline to Assume or Reject Non-Residential Real Property Leases

Pursuant to section 365(d)(4) of the Bankruptcy Code, the Debtors were required to assume or reject any unexpired non-residential real property leases or subleases within 120 days of the Petition Date, unless such period were extended for up to an additional 90 days by order of the Bankruptcy Court for cause, or longer by consent of the counterparties to the applicable leases, or else any such lease is deemed rejected. By a motion filed on November 3, 2015, the Debtors requested: (a) an extension of 120-day deadline from December 1, 2015 to and including February 29, 2016; and (b) certain related relief. The Bankruptcy Court granted the requested relief by an order entered on November 24, 2015 (the “Non-Residential Real Property Lease Order”).

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5. Omnibus Motions for Assumption or Rejection of Executory Contracts and Unexpired Leases

Pursuant to section 365(a) of the Bankruptcy Code, a debtor, subject to the court’s approval, may assume or reject any executory contract or unexpired lease. The Debtors filed omnibus motions on August 18, 2015, November 3, 2015 and January 7, 2016 seeking orders authorizing the rejection of certain executory contracts and unexpired leases effective as of certain identified dates. Orders granting such relief were entered by the Bankruptcy Court on September 3, 2015, November 24, 2015 and February 2, 2016, respectively. The Debtors sought to reject such executory contracts and unexpired leases, as applicable, because they had determined, in their business judgment, that the agreements were not necessary to their ongoing business operations and could not be assumed and assigned in an economically beneficial manner. In addition, consistent with the requirements of the Non-Residential Real Property Lease Order, on February 29, 2016, the Debtors filed a motion seeking authority to assume, reject or further extend the statutory deadline to assume or reject, as applicable, their remaining unexpired leases of non-residential real property.¹⁶ Several lessors objected to the Debtors’ motion on grounds specific to the proposed treatment of their particular lease. By an order entered on April 26, 2016, the Bankruptcy Court granted the relief requested in the motion for those leases with respect to which no objection had been raised. The Debtors have continued to negotiate with their lessors and have resolved certain objections. At a hearing on May 26, 2014, the Bankruptcy Court granted the relief requested in the motion for those leases with respect to which all objections had been resolved. The hearing regarding the remaining contested leases currently is scheduled for June 14, 2016.

IV.

POSTPETITION PLAN NEGOTIATIONS AND RESTRUCTURING INITIATIVES

A. The Debtors’ Financial and Operational Performance Following the Petition Date

The financial headwinds facing the Debtors as of the Petition Date worsened as conditions in the Debtors’ industry continued to deteriorate during the postpetition period. According to the United States Energy Information Administration (the “EIA”), coal production in the United States during the second half of 2015 was 439 million short tons, which represented an approximately 13% reduction, year-on-year, from the same period in 2014. In the aggregate, coal production in the United States during 2015 fell to approximately 890 million short tons, its lowest level since at least 1986.

The dramatic decline in coal production following the Petition Date was mirrored by a corresponding decrease in coal exports resulting from slower growth in world coal demand and lower international coal prices. Total coal exports of 16.9 million short tons for third quarter 2015 represented a 14.4% decrease from second quarter 2015 and a 25.6% decrease year-on-year. The majority of this decline is attributable to decreased export demand for met coal – an important segment of the Debtors’ businesses. In third quarter 2015, steam coal exports totaled 6.6 million short tons, or 6.2% less than second quarter 2015, while met coal exports totaled 10.3 million short tons – a 19.0% decrease from second quarter 2015. The current global coal market trends are expected to continue as a result of lower mining costs, cheaper transportation costs and favorable exchange rates that provide an advantage to mines in other major coal-exporting countries, and the EIA forecasts coal exports to decline by an additional 13% in 2016, and by an additional 5% in 2017.

Lower production in the United States did not give rise to any stabilization in coal pricing. After a slight seasonal rise in prices during the early fall of 2015, coal prices fell below their levels as of the Petition Date and have continued their downward trend. According to the EIA, as of January 31, 2016, coal prices in Central Appalachia, Northern Appalachia and Wyoming’s Powder River Basin had fallen by 15.4%, 7.0% and 3.5%, respectively, relative to their levels immediately prior to the Petition Date.

The challenges facing the coal industry in general have been reflected in the Debtors’ financial performance following the Petition Date. As more fully described in the monthly operating reports filed by the Debtors in the

¹⁶  In addition, on April 29, 2016, the Debtors filed a motion to assume or reject certain of their unexpired leases of nonresidential real property with respect to which they had obtained extensions of the statutory deadline.

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Chapter 11 Cases, the Debtors sustained losses from operations in excess of $370 million from the Petition Date through March 31, 2016 with revenues of $1.65 billion and expenses of $2.02 billion. Following a short uptick during the months of August and September 2015, the Debtors’ cash disbursements have consistently exceeded their receipts, yielding a net decrease in cash and cash equivalents from October 1, 2015 through March 31, 2016 of approximately $309 million.

Since the Petition Date, the Debtors have closed, idled or converted to contract mining status a total of ten mines since the Petition Date, including (a) the Emerald mine in Pennsylvania, (b) two Paramont and one Knox Creek deep mines in Virginia and (c) three Elk Run mines, two Edwight mines and the BRM North mine in West Virginia. In addition to the outright discontinuation of mining operations at these locations, the Debtors have decreased mining activities or closed portions of various other mines.

Decreased demand, lower prices and the resulting slowdown in operations, including mine idling and closures, has caused substantial attrition to the Debtors’ workforce since the Petition Date. As a result of these factors, in part, the Debtors were compelled to lay off approximately 1,250 employees between the Petition Date and January 31, 2016, in addition to the more than 440 employees who departed voluntarily over the same period. Among the involuntary terminations were approximately 985 hourly employees and 266 salaried employees.

B. The Debtors’ Negotiations with Their Lenders

1. The Initial Business Plan and the Case Milestones

Prior to the outset of the Chapter 11 Cases, the Debtors recognized that they would need to develop and refine a long-term business plan (the “Business Plan”) and related strategies to maximize value to stakeholders in light of the unprecedented market challenges that had led (and continue to lead) to numerous bankruptcies throughout the coal industry. To that end, beginning in July 2015, the Debtors conducted an in-depth analysis of their industry and operations, with the assistance of McKinsey and the Debtors’ other professional advisors, to establish a framework upon which the Business Plan could be based.

McKinsey’s top-down, bottom-up operational analysis consisted of three principal work streams. At a macro level, McKinsey investigated trends in pricing, demand and supply of the varieties of coal produced by the Debtors and thereby developed an outlook regarding projected external influences on the Debtors’ businesses. Simultaneously, McKinsey embedded a team of professionals at three representative mine sites where they conducted a granular analysis of the Debtors’ operations and developed a comprehensive schedule of potential cost savings. The third concurrent work stream involved a forensic analysis of the Debtors’ financial records and extensive interviews with the Debtors’ management to determine, on an individual mine-complex level, potential cost savings relating to selling, general and administrative expenses and other external expenses. All of the cost-saving measures identified by McKinsey and the Debtors were assigned statuses from Level 1 (“Identified”) through Level 5 (“Realized”) and incorporated into a cost-saving plan, known originally as the “Value Enhancement Plan.”

The result of these efforts was the original Business Plan – a nearly 100-page document that comprehensively addressed every aspect of the Debtors’ operations. The development of the Business Plan served as a building block for additional restructuring activities and accomplished much of the foundational work required to move the Chapter 11 Cases forward. Throughout this development period, the Debtors communicated regularly with key stakeholder groups to discuss the major activities in these cases, the status of the Debtors’ operations and the development of the Business Plan.

The First Out DIP Credit Agreement originally provided that the Debtors would deliver an agreed form of five-year Business Plan to the DIP Lenders by no later than October 30, 2015 (the “Business Plan Milestone”), which deadline the Debtors believed would offer them sufficient time to finalize the Business Plan. The First Out DIP Credit Agreement contemplated that the agreed Business Plan would include, among other things: (a) a determination of any significant assets of the Debtors to be sold, assigned, abandoned and otherwise disposed of in connection with the Debtors’ restructuring; (b) a determination of the assumption, rejection and/or assignment of significant executory contracts and leases; (c) an assessment of the financial impact of mines with respect to which management will cease operations (or otherwise dispose of); and (d) preliminary assumptions with respect to collective bargaining agreements and retiree benefits.

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In addition to the Business Plan Milestone, the First Out DIP Credit Agreement established a broader framework for the Debtors to achieve various other key steps toward completing a successful restructuring of their businesses. In particular, the First Out DIP Credit Agreement required that, among other things: (a) by November 30, 2015, the Debtors would deliver to the DIP Agents and the DIP Lenders a plan and timeline to market asset sales, assignments, closings and abandonments contemplated by the agreed Business Plan; (b) by December 16, 2015, the Debtors would update the agreed Business Plan and incorporate assumptions with respect to collective bargaining agreements and retiree benefits; (c) by January 5, 2016, the Debtors would deliver proposals to authorized union and retiree representatives; (d) by March 5, 2016, the Debtors would reach agreement with such authorized union and retiree representatives or else file appropriate motions for relief under sections 1113 or 1114 of the Bankruptcy Code, as applicable; (e) by May 25, 2016, the Debtors would file a chapter 11 plan; and (f) within 90 days of such filing, the Debtors would obtain an order of the Bankruptcy Court confirming the Debtors’ chapter 11 plan.

2. The Revised Business Plan and Modified Case Milestones

The framework originally established by the First Out DIP Credit Agreement proved to be unworkable as a result of rapidly changing conditions in the Debtors’ industry as they neared the Business Plan Milestone. As described above, although coal markets enjoyed a minor and short-lived rally immediately following the Petition Date, they quickly deteriorated to unanticipated levels. With the Business Plan Milestone approaching (together with other intervening deadlines for the Debtors to share initial drafts of the Business Plan with the DIP Agents and the Creditors’ Committee), it became apparent to the Debtors that the shifting condition of the Debtors’ industry required them to revisit many of the assumptions and strategies upon which the Business Plan had been developed. In particular, the Debtors determined that it was necessary for them: (a) to selectively identify those Core Assets that could be self-sustaining under present worsened market conditions; (b) to prepare to restructure their ongoing operations around these identified Core Assets; and (c) to develop a process to separate the viable Core Assets from the Debtors’ other assets that may not be profitable in the medium term or with respect to which the accompanying obligations may impair the Debtors’ ongoing operations. To this end, the Debtors engaged in an extensive second-level review of each of their mine complexes to determine (a) whether the applicable operation should be considered to consist of Core Assets and (b) any further strategies that may be available to reduce their cash consumption at each location.

The Debtors and the DIP Lenders recognized that the Debtors required additional time to modify the Business Plan and the Debtors’ restructuring strategy in light of worsening conditions in their industry. Nevertheless, the Debtors also concluded that the increasingly challenging market conditions and their ongoing cash losses required them to accelerate their efforts to complete the Chapter 11 Cases. They determined, therefore, to move forward with concurrent processes for the sale of their core assets and confirmation of a chapter 11 plan to promote a prompt and successful conclusion to the Chapter 11 Cases and to maximize the value of the Debtors’ estates for all stakeholders.

3. The Extension Agreement

The amendments to the DIP Credit Agreements approved pursuant to the First DIP Amendment Order, provided for certain modifications to the case milestones, including that, by January 22, 2016 (the “PSA DIP Milestone”), the Debtors would enter into a plan structure agreement based upon an agreed Business Plan (the “Plan Structure Agreement”). On January 22, 2016, the Debtors and the First Out DIP Lenders entered into an agreement (the “Extension Agreement”) extending the deadline for the Debtors to satisfy the PSA DIP Milestone on condition: (a) by February 8, 2016, the Debtors would file a motion seeking to establish the revised case milestones provided for under the Plan Structure Agreement; (b) by February 21, 2016, the Debtors would file the Plan and the Disclosure Statement; (c) by February 25, 2016, the Bankruptcy Court would have approved of the revised case milestones set forth in the Core Asset Sales Motion; and (d) the Debtors would not otherwise be in breach of any of the terms of the Extension Agreement or the First Out DIP Credit Agreement.

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The Debtors filed the Core Asset Sales Motion on February 8, 2016, thereby satisfying the first condition under the Extension Agreement. As set forth in Section III.E.3.e above, the Core Asset Sales Motion seeks approval of Amendment No. 5 to the First Out DIP Credit Agreement, which provides for the following revised case milestones that are set forth in the Plan Structure Agreement: (a) the filing of the Plan by February 21, 2016; (b) the filing by March 7, 2016 of a motion to approve this Disclosure Statement and the procedures for solicitation of votes on the Plan; (c) the filing by March 21, 2016 of any motions with respect to sections 1113 or 1114 of the Bankruptcy Code; (d) the occurrence of a final sale hearing with respect to the Core Asset Sales Motion by April 12, 2016; (e) the entry of any orders with respect to such motions by May 10, 2016; and (f) the occurrence of the effective date of the Plan, as it may be modified, supplemented or amended, by June 30, 2016. Amendment No. 5 was approved by an order entered on March 11, 2016.

The Debtors and the First Out DIP Lenders entered into two amendments to the Extension Agreement. The first such amendment extended (a) the deadline for the Debtors to file the Plan and Disclosure Statement until February 29, 2016 and (b) until March 7, 2016, the deadline for the Debtors to obtain approval from the Bankruptcy Court of the revised case milestones agreed to under the Plan Structure Agreement. The second amendment to the Extension Agreement extended (a) until March 7, 2016, the deadline for the Debtors to file the Plan and Disclosure Statement and (b) until March 14, 2016, the deadline for the Debtors to obtain approval from the Bankruptcy Court of the revised case milestones agreed to under the Plan Structure Agreement.

4. The Plan Structure Agreement

The Plan Structure Agreement is a document that was negotiated and agreed to among the Debtors, the DIP Lenders and the First Lien Lenders to map a path toward a confirmed plan of reorganization. The Plan Structure Agreement contemplated a series of transactions: (a) to effectuate a sale of certain of the Debtors’ assets to a bidder or group of bidders submitting the highest or otherwise best bid(s) for such assets; and (b) through the chapter 11 plan process, to reorganize the Debtors as a stand-alone entity to operate and reclaim, as necessary, any of the Debtors’ assets that are not sold to third parties. Copies of the Plan Structure Agreement were shared with the Creditors’ Committee and the Retiree Committee.

With respect to asset sales, the Plan Structure Agreement provided that (a) the Debtors would commence a sale process for substantially all of the Debtors’ remaining assets by February 8, 2016 and (b) the First Lien Lenders would submit a stalking horse credit bid for the Reserve Price Assets. The Plan Structure Agreement further established the waterfall payment structure set forth in the Plan with respect to the Debtors’ encumbered and unencumbered assets, as determined pursuant to the Unencumbered Asset Settlement (as defined below).

5. The Stalking Horse Bid

Among other relief requested in the Core Asset Sales Motion, the Debtors requested that the Bankruptcy Court establish the Stalking Horse Bid of the First Lien Lenders as the lead bid for the Reserve Price Assets, which bid was a central provision of the Plan Structure Agreement, as described above, and critical to the Debtors’ restructuring efforts. The Bankruptcy Court granted such relief in the Core Asset Bidding Procedures Order.

The Reserve Price Assets initially were comprised of: (a) all assets (including, but not limited to, all mineral rights, fixed and mobile equipment and logistics assets) used or held for use primarily in connection with (i) the Alpha Coal West mine complexes in Wyoming, (ii) the business of Debtor PLR, the Debtors’ natural gas business in the Marcellus Shale in southwestern Pennsylvania and (iii) the McClure, Nicholas and Toms Creek mine complexes in West Virginia and Virginia; (b) all coal operations and reserves located in Pennsylvania, including the Cumberland mine complex, the Emerald mine complex, the Freeport reserves, the Sewickley reserves and all assets used or held for use primarily in connection therewith, including all logistics-related assets; (c) the Debtors’ interest in Dominion Terminal Associates, a coal export terminal in Newport News, Virginia in which the Debtors own a 41% interest; and (d) certain other designated assets, including certain working capital. The Reserve Price Assets are encumbered by liens supporting the amounts owed to the First Lien Lenders, including the Prepetition Senior Liens and the Adequate Protection Liens.

The First Lien Lenders agreed to provide the Stalking Horse Bid, through NewCo, in the amount of $500 million as a credit bid, plus the assumption of related liabilities, to provide a floor value for the Reserve Price

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Assets. The Debtors filed a notice of the stalking horse asset purchase agreement establishing the terms of the Stalking Horse Bid on March 8, 2016. Notably, the Stalking Horse Bid does not include any bid protections (such as break-up fees or expense reimbursement) for the benefit of the First Lien Lenders, and therefore merely sets a floor to begin a bidding process on a level playing field at no cost to the Debtors’ estates.

The bidding procedures approved pursuant to the Core Asset Bidding Procedures Order have provided an appropriate market test for the Reserve Price Assets. The Debtors and their advisors: (a) contacted more than 150 strategic, financial and other investors; (b) executed non-disclosure agreements with, and provided key information to, many such investors; and (c) provided potentially interested bidders with marketing and due diligence information. In total, the Debtors received approximately 15 preliminary expressions of interest for some or all of the Reserve Price Assets, including approximately 10 preliminary expressions of interest for the PLR Assets. In addition, the Debtors received a total of six final bids for some or all of the Reserve Price Assets by the bid deadline of May 9, 2016, five of which bids were for the PLR Assets. The Board of Directors of ANR did not qualify any competing bids for the Reserve Price Assets (other than the PLR Assets), however, because all of the alternative proposals that the Debtors received, as applicable: (a) provided no additional value to the Debtors’ estates; (b) were not economically viable, in the Debtors’ business judgment; (c) contained speculative financing or other contingencies; and/or (d) represented a material increase in risk related to completing the Debtors’ restructuring. As a result, except with respect to the PLR Assets, the proposed auction of the Reserve Price Assets was cancelled and, on May 13, 2016, the Debtors filed a notice designating the Stalking Horse Bid as the successful bid for such assets.

6. Separation of the PLR Natural Gas Assets from the Stalking Horse Bid

On March 18, 2016, in accordance with the requirements of the Core Asset Bidding Procedures Order, the First Lien Lenders filed a notice allocating their credit bid among (a) the Debtors’ interests in PLR (collectively, the “PLR Assets”); (b) any other Reserve Price Assets that were treated as unencumbered assets under the Unencumbered Assets Settlement; and (c) all other Reserve Price Assets (the “Stalking Horse Bid Allocation”). By the Stalking Horse Bid Allocation, the First Lien Lenders allocated $175 million of the Stalking Horse Bid to the PLR Assets. The Core Asset Bidding Procedures Order also provided that the Debtors and the First Lien Lenders could agree to remove the PLR Assets from the Stalking Horse Bid if another lead bidder for the entirety of the PLR Assets was identified for at least as much consideration as that allocated to the PLR Assets pursuant to the Stalking Horse Bid Allocation, i.e., $175 million.

As contemplated by the Core Asset Bidding Procedures Order, on April 12, 2016, the Debtors filed a motion seeking approval of their designation of a subsidiary of Rice Energy as the stalking horse bidder with respect to the PLR Assets. The Rice Energy subsidiary’s stalking horse bid for the PLR Assets (the “PLR Stalking Horse Bid”) consists of (a) an all-cash offer in the amount of $200 million (i.e., $25 million more than the amount of the credit bid allocated to the PLR Assets by the First Lien Lenders) and (b) certain bid protections and expense reimbursements in favor of the Rice Energy subsidiary. By an order entered on April 26, 2016, the Bankruptcy Court approved the PLR Stalking Horse Bid. Just as with respect to the other Reserve Price Assets, the bid deadline for the PLR Assets was May 9, 2016. The Debtors received five final bids for the PLR Assets and qualified four such bids, in addition to the PLR Stalking Horse Bid. At an auction held on May 16, 2016, the $339.5 million cash bid for the PLR Assets of Vantage Energy Appalachia II, LLC (“Vantage”) was named the successful bid. The Bankruptcy Court approved the sale of the PLR Assets to Vantage by an order entered on May 26, 2016.

7. The Sale Motion Settlements

The Plan Structure Agreement also contemplated the settlement of two unresolved matters: (a) a settlement regarding which of the Debtors’ assets were agreed to have been unencumbered by liens of the First Lien Lenders as of the Petition Date, or with respect to which such liens and security interests under the First Lien Credit Agreement were unperfected as of the Petition Date (the “Unencumbered Asset Settlement”); and (b) a settlement regarding the methodology for calculating the First Lien Lenders’ claim (the “Diminution Claim”) for the diminution of the value of their interests in the Prepetition Collateral (the “Diminution Claim Allowance Settlement” and, together with the Unencumbered Asset Settlement, the “Sale Motion Settlements”). The Sale Motion Settlements will effect the resolution of issues that must be addressed prior to confirmation of the Plan. As such, pursuant to the Core Asset Sales Motion, the Debtors sought to have the Sale Motion Settlements approved either incident to the sale of some

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or all of the Reserve Price Assets to the First Lien Lenders or by a separate order of the Bankruptcy Court. In either case, the Sale Motion Settlements are incorporated into this Disclosure Statement and the Plan. Pursuant to the Core Asset Bidding Procedures Order, a hearing on the Sale Motion Settlements was held on May 2, 2016, at which hearing the Bankruptcy Court approved each of the Sale Motion Settlements. Although the Creditors’ Committee did not object to the Sale Motion Settlements prior to the hearing thereon, the proposed order approving the Sale Motion Settlements preserves the Creditors’ Committee’s right to object thereto upon the occurrence of certain “Settlement Termination Events” described in the Global Settlement (e.g., if (a) the Debtors pursue confirmation of a chapter 11 plan inconsistent with the terms of the Global Settlement or (b) NewCo is not the Successful Bidder for all of the Material Reserve Price Assets and the Global Settlement Parties are unable to reach an agreement on modifications to the Global Settlement terms).

(i) The Unencumbered Assets Settlement

Pursuant to the Unencumbered Assets Settlement, the Debtors, the DIP Lenders and the First Lien Lenders reached agreement on which assets shall be deemed not to be encumbered by the Prepetition Senior Liens (collectively, the “Unencumbered Assets”). The Unencumbered Assets include (a) the assets of PLR, (b) the Rice Energy Shares (and the proceeds of any such shares that are sold), (c) certain of the Debtors’ accounts receivable, (d) cash in certain bank and investment accounts and (e) certain real property and leasehold interests. A summary of the Unencumbered Assets, as agreed by the Debtors and the First Lien Lenders, is attached as Exhibit G to the Core Asset Sales Motion. The Debtors and the First Lien Lenders agreed that all assets as of the Petition Date not identified as Unencumbered Assets (collectively, the “Encumbered Assets”) were and are encumbered by the Prepetition Senior Liens. Subject to approval of the Unencumbered Asset Settlement, therefore, the First Lien Lenders would be permitted to credit bid their claims under the First Lien Credit Agreement to purchase the Encumbered Assets.

The Unencumbered Asset Settlement was based on, and consistent with, a detailed analysis performed by the Debtors of the First Lien Lenders’ security interests. The Debtors began with a review of the applicable credit documents to determine which assets were included or excluded from the security interests granted to the First Lien Lenders. Assets not subject to a security interest included “Excluded Assets” as defined in the First Lien Credit Agreement. Excluded Assets include, in particular, “Gas Properties” (such as PLR, the shares of Rice Energy and the proceeds thereof), certain equity interests and certain accounts receivable.

The Debtors also examined the perfection of the First Lien Lenders’ potential interests in any collateral. The Debtors, for example, reviewed available UCC financing statements with respect to such collateral and evaluated their various cash accounts as of the Petition Date to determine if such accounts were properly perfected by control agreements or if such accounts (such as securities accounts) could be and were perfected through proper UCC financing statements.

The Debtors also performed an analysis of mortgaged real property interests. This resulted in identifying a list of unmortgaged – and therefore unperfected – owned real property interests as of the Petition Date. Similarly, the Debtors identified unmortgaged leases and reviewed all of their material mortgaged leases to determine whether these leases permitted the attachment of liens and, if not, whether the appropriate lessor consents were obtained. This analysis identified a number of unencumbered real property leases, as identified in Exhibit G to the Core Asset Sale Motion. The Debtors also evaluated unique perfection issues for certain other assets to identify other Unencumbered Assets. All of the information supporting the Debtors’ evaluation was shared with the Creditors’ Committee to assist in its review of perfection issues.

Upon completing their analysis, the Debtors communicated their conclusions to the First Lien Lenders, and initiated a discussion of the issues in connection with the negotiation of the Plan Structure Agreement. The First Lien Lenders expressed a view that additional assets were encumbered and subject to their Prepetition Senior Liens, particularly since additional cash and other assets could be traced to their collateral, as proceeds or otherwise. Nevertheless, to avoid a lengthy dispute over these issues and potentially costly forensic accounting and other evaluations, the First Lien Lenders ultimately agreed to accept the Debtors’ analysis solely for the purposes of settlement. The Unencumbered Asset Settlement also is consistent with the stipulations relating to these matters in the DIP Order and the treatment and segregation of potentially unencumbered cash as set forth in the Cash Management Order.

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(ii) The Diminution Claim Allowance Settlement

Because the Stalking Horse Bid seeks to credit bid for certain assets that are unencumbered pursuant to the Unencumbered Assets Settlement, the First Lien Lenders could not use the liens on their existing prepetition debt as consideration for the credit bid. As set forth in Section III.E.2, above, pursuant to the DIP Order, the First Lien Lenders were granted various forms of adequate protection, including the Adequate Protection Liens over certain liens on the Debtors’ assets (including the Unencumbered Assets) for and equal in amount to the aggregate diminution in the value of their respective interests in the Prepetition Collateral, including, without limitation, any such diminution resulting from the sale, lease or use by the Debtors (or other decline in value) of such collateral, and the priming of their security interests in and liens on such collateral. The DIP Order also grants the First Lien Lenders the right to credit bid the Adequate Protection Liens granted to them up to the amount of their Diminution Claim. In connection with the Stalking Horse Bid and the Plan Structure Agreement, the Debtors and the First Lien Lenders agreed upon a methodology to be used to establish the amount of the Diminution Claim, solely for settlement purposes, as described in more detail on Exhibit H to the Core Asset Sales Motion.

Following the Petition Date, the Debtors had been operating, and continue to operate, in an historically challenging and worsening coal market. They had suffered substantial cash losses from operations, estimated at $228 million through December 31, 2015 and projected to continue for the foreseeable future. The bulk of these cash losses were directly attributable to the First Lien Lenders’ cash collateral because the Cash Management Order expressly segregated potentially unencumbered cash for limited uses and provided that encumbered cash would be utilized first. At the same time, given the deterioration of coal markets pushing many of the leading coal companies into bankruptcy, it was reasonable to assume that the Debtors’ remaining non-cash assets are not increasing in value at this time. Additionally, by its nature, the use of some assets results in depreciation or other loss of value. Nevertheless, pursuant to the Diminution Claim Allowance Settlement, the Debtors and the First Lien Lenders agreed that the Diminution Claim, for purposes of the sale process and Plan, would be measured solely with reference to the Debtors’ cash burn, as more fully described and subject to certain limitations described on Exhibit H to the Core Asset Sales Motion.

C. The Global Settlement

As set forth above, there was substantial disagreement among the Debtors, their secured lenders and the Creditors’ Committee regarding the terms of the Debtors’ restructuring, the Debtors’ proposed sale processes and certain relief sought in connection therewith, most particularly in connection with the potential scope of the First Lien Lenders’ secured interest in the Debtors’ assets and, consequently, the amount of the Debtors’ assets that may be available to provide a source of recovery for the Debtors’ general unsecured creditors. These disputes gave rise to (a) the Sale Motion Settlements among the Debtors, the DIP Lenders and the First Lien Lenders, (b) the Committee Standing Motion and (c) extensive and highly burdensome document production and other discovery.

The Global Settlement Parties have resolved these and other matters central to the Chapter 11 Cases pursuant to the Global Settlement. The terms of the Global Settlement are incorporated into the Plan, which contemplates that confirmation of the Plan will constitute approval of the Global Settlement pursuant to Bankruptcy Rule 9019.

The Global Settlement provides material recoveries for the Debtors’ unsecured creditors and a resolution of the Core Asset Sale Motion, objections to the Sale Motion Settlements, the Challenge Period, the Committee Standing Motion and certain ancillary disputes. Pursuant to the Global Settlement, the parties agreed to the classification and treatment of certain Claims set forth in the Plan, as more fully described in Section V.D. In addition to the consideration to be provided to unsecured creditors pursuant to the Global Settlement (in the form of, for example, cash, notes, equity interests, warrants and royalties): (a) the Debtors, the First Lien Lenders and NewCo also agree to waive certain claims, including certain causes of action under chapter 5 of the Bankruptcy Code, as further described in Section III.E.6.d of the Plan; (b) the DIP Lenders and DIP Agents agree to waive certain claims, including deficiency claims; and (c) the Second Lien Noteholders agree to limit their allowed deficiency claim, which is a general unsecured non-priority claim, and waive all other claims, including adequate protection and cross-collateralization claims. The Global Settlement also provides for the Creditors’ Committee’s creation of a post-Effective Date committee responsible for overseeing the Debtors’ objections and settlement of general unsecured nonpriority claims, including claims for rejection damages, litigation claims and liquidated damages claim. In addition, the Global Settlement provides that the parties will reasonably assist the Debtors in emerging from bankruptcy prior to July 31, 2016 and reaching settlements with regulators and other constituencies.

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The Debtors believe that the Global Settlement is fair and equitable and thereby satisfies the standard for approval of a settlement agreement under Bankruptcy Rule 9019. In evaluating whether the proposed agreement is fair and equitable, courts in this district generally consider four factors: (a) the probability of success in the litigation; (b) the difficulties, if any, to be encountered in the matter of collection; (c) the complexity of the litigation involved, and the expense, inconvenience and delay necessarily attending it; and (d) the paramount interest of the creditors. To approve a settlement, the Bankruptcy Court need only reach the conclusion that the Debtors’ proposed settlement does not fall below the lowest point in the range of reasonableness.

The Global Settlement represents a sound exercise of the Debtors’ business judgment, is squarely within the range of reasonableness and is in the best interests of the Debtors’ estates. The Global Settlement is the result of extensive, arms-length bargaining. It will assist the Debtors in their efforts to consummate a restructuring as promptly as possible, which is critical to the interests of the Debtors’ estates in light of the deteriorating conditions in their industry. Moreover, the Global Settlement brings to a close potentially protracted and expensive, document-intensive litigation among the Global Settlement Parties over the scope of the interests of the Debtors’ secured lenders in the Debtors’ property and the identification of which of the Debtors’ assets may have been available to provide a source of recovery for the Debtors’ unsecured creditors. Absent the Global Settlement, the Debtors believe that delays and litigation costs would deplete their estates and jeopardize their opportunity for a successful restructuring. Instead, pursuant to the Global Settlement, key stakeholders are required to support the Debtors’ restructuring and to assist the Debtors in consummating other settlements and emerging from chapter 11 as expeditiously as possible. For the foregoing reasons, the Debtors believe that the Global Settlement far exceeds the lowest point in the range of reasonableness and, as such, is fair and equitable.

D. The Second Lien Lender Settlement

The Debtors, the First Lien Lenders, the First Lien Agent, the DIP Lenders and the DIP Agents also have entered into the Second Lien Lender Settlement with the Second Lien Notes Trustee, the Ad Hoc Committee of Second Lien Noteholders (collectively, the “Second Lien Parties”), the terms of which are incorporated into the Plan and subject to approval in conjunction with confirmation of the Plan. Pursuant to the Second Lien Lender Settlement, the Second Lien Noteholders will have the right to participate in the NewCo ABL Facility – a delayed draw asset-based lending facility, on substantially the terms set forth on Exhibit I.A.162 to the Plan, in the aggregate amount of $45 million, less an amount equal to 5.0% of the first $50 million of any proceeds received by the Debtors in connection with any Reserve Price Assets sale. In addition, Second Lien Parties that participate in the NewCo ABL Facility will receive: (a) their share of (i) 7.5% of NewCo common equity and (ii) certain preferred NewCo securities over and above a $300 million valuation; (b)(i) their share of 5.0% of any cash proceeds of the sale of the Reserve Price Assets in excess of $50 million, provided that distributions on account of sales related to certain specified Reserve Price Assets shall not exceed $12.5 million or (ii) if cash available for distribution to the First Lien Lenders is less than $300 million, their share of an 18-month note of equivalent value on the same terms as the NewCo ABL Facility. Among other provisions of the Second Lien Lender Settlement, the Second Lien Parties agreed to waive their right to recover future royalty payments from the Reorganized Debtors on account of any deficiency claim the Second Lien Parties may assert (provided that the First Lien Lenders grant a similar waiver of their right).

The Second Lien Lender Settlement provides that, so long as the NewCo ABL Facility is fully subscribed, the consideration described in the section of the Second Lien Lender Settlement entitled “Other Plan Distributions to Second Lien Parties” may be allocated to holders by the Ad Hoc Committee of Second Lien Noteholders. As of the date hereof, the NewCo Facility is fully backstopped because certain entities owned, controlled, managed, advised, or sub-advised by Steelhead Partners, LLC, Bain Capital Credit, Blue Mountain Capital Management, LLC, and River Birch Capital, LLC (collectively, the “NewCo Facility Backstop Parties”) have agreed, subject to the execution of definitive documentation, to backstop $42.5 million in commitments under the NewCo ABL Facility. Accordingly, the Ad Hoc Committee of Second Lien Noteholders has elected to allocate the consideration identified in the section of the Second Lien Lender Settlement entitled “Other Plan Distributions to Second Lien Parties” as follows:

(i) all applicable cash proceeds and/or notes identified in the section entitled “Cash Allocation” of the Second Lien Lender Settlement shall be allocated to the NewCo Facility Backstop Parties;

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(ii) 20% of the Second Lien NewCo Equity Distribution (i.e., 1.5% of the NewCo Equity) shall be allocated to the NewCo Facility Backstop Parties;

(iii) two-thirds of the Second Lien NewCo Equity Distribution (i.e., 5% of the NewCo Equity) shall be allocated to Holders of the Notes that exercise their respective NewCo ABL Participation Rights (including, for the avoidance of doubt, any Holders of the Notes that are NewCo Facility Backstop Parties); and

(iv) approximately 13.34% of the Second Lien NewCo Equity Distribution (i.e., 1% of the NewCo Equity) shall be allocated to Holders of the Notes.

The Debtors’ entry into the Second Lien Lender Settlement – which settlement resolves potential valuation issues in connection with the treatment of Second Lien Noteholder Claims as well as certain intercreditor issues between the Second Lien Noteholders and the First Lien Lenders – represents a sound exercise of their business judgment and is in the best interests of their estate. In exchange for (a) certain participation rights and other consideration to be received from NewCo and (b) equity in the Reorganized Debtors, the Second Lien Parties have agreed to waive their valuable right to receive the Reorganized ANR Contingent Revenue Payment to which they otherwise would be entitled on account of any deficiency claim. The effect of this waiver is to liberate additional value from the Debtors’ estates for distribution among the Debtors’ unsecured creditors. For this reason, the Debtors believe that the Second Lien Lender Settlement is reasonable, fair and equitable.

E. The Proposed Resolution of Reclamation Obligations

As set forth in Section III.H above, the Debtors entered into interim settlements with the states of Wyoming and West Virginia regarding their reclamation bonding obligations during the pendency of these Chapter 11 Cases. The Debtors also have been working to develop the terms of potential settlements for the funding of the Reorganized Debtors’ reclamation obligations for the period following the Effective Date of the Plan (collectively, the “Resolution of Reclamation Obligations”) with certain states where the assets that will be retained by the Reorganized Debtors (collectively, the “Retained Assets”) are located, including West Virginia, Kentucky, Virginia, Illinois and Tennessee. The Resolution of Reclamation Obligations is incorporated into the Plan, which contemplates that confirmation of the Plan will constitute approval of the Resolution of Reclamation Obligations pursuant to Bankruptcy Rule 9019.

With respect to the Resolution of Reclamation Obligations, the Debtors have proposed a resolution that includes, among others, the following key terms: (a) establishing a process for the near-term replacement of their self bonds in West Virginia for all active and inactive sites with third-party surety bonds and other permitted collateral; (b) continuing to provide third-party surety bonds at amounts equal to their existing requirements; (c) creating restricted cash accounts dedicated solely to reclamation and water treatment obligations for each of the states of Illinois, Kentucky, Tennessee, West Virginia and Virginia, which will be funded through fixed periodic payments and contributions in the aggregate amount of at least $209 million from NewCo and the Reorganized Debtors, as well as through contributions of a significant portion of free cash flow, return of collateral posted to support surety bonds upon release and asset sales, allocated based on asset retirement obligations in each State; (d) permitting West Virginia to retain the $15 million Bonding Letter of Credit provided as part of the interim settlement discussed above and replacing the $24 million Bonding Superpriority Claim with $24 million in cash or letter of credit to, among other things, provide $39 million of collateral for the Debtors’ reclamation obligations with respect to reclamation-only sites; (e) securing the Reorganized Debtors’ funding and bonding obligations with a junior lien in certain inventory of the Reorganized Debtors within the applicable States; and (f) providing for certain releases. Although the terms of the Resolution of Reclamation Obligations continues to be negotiated, the Debtors believe that substantial progress has been made and that this proposal represents a substantially better outcome for the applicable States and regulators than could be achieved absent a consensual resolution of these issues. Additional details of the Resolution of Reclamation Obligations will be disclosed when the Debtors seek Bankruptcy Court approval of any such settlements in connection with confirmation of the Plan.

Although Wyoming is not a party to the Resolution of Reclamation Obligations discussed above, the Debtors anticipate that NewCo will be able to replace all of its self-bonding obligations in the State of Wyoming with a combination of third-party surety bonds and permitted collateral.

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V.

THE PLAN

A. General

THE FOLLOWING SUMMARY HIGHLIGHTS CERTAIN OF THE SUBSTANTIVE PROVISIONS OF THE PLAN, BUT IS NOT, NOR IS IT INTENDED TO BE, A COMPLETE DESCRIPTION OR A SUBSTITUTE FOR A FULL AND COMPLETE REVIEW OF THE PLAN. THE DEBTORS URGE ALL HOLDERS OF CLAIMS AND INTERESTS TO READ AND STUDY CAREFULLY THE PLAN, A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT B.

Section 1123 of the Bankruptcy Code provides that, except for administrative claims and priority tax claims, a plan of reorganization must categorize claims against and equity interests in a debtor into individual classes. Although the Bankruptcy Code gives a debtor significant flexibility in classifying claims and interests, section 1122 of the Bankruptcy Code dictates that a plan of reorganization may only classify a claim or an equity interest with claims or equity interests, respectively, that are substantially similar.

The Plan creates eleven Classes of Claims and two Classes of Interests. These Classes take into account the differing nature and priority of Claims against and Interests in the Debtors. Administrative Claims and Priority Tax Claims are not classified for purposes of voting or receiving distributions under the Plan (as is permitted by section 1123(a)(1) of the Bankruptcy Code) but are treated separately as unclassified Claims.

The Plan provides specific treatment for each Class of Claims and Interests. Only holders of Claims that are impaired under the Plan and who will receive Distributions under the Plan are entitled to vote on the Plan.

The following discussion sets forth the classification and treatment of all Claims against, and Interests in, the Debtors. It is qualified in its entirety by the terms of the Plan, which is attached hereto as Exhibit B, and which you should read carefully before deciding whether to vote to accept or reject the Plan.

B. Classification and Treatment of Claims and Interests Under the Plan

All Claims and Interests, except Administrative Claims and Priority Tax Claims, are placed in the Classes set forth below. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims, as described in Section II.A of the Plan, have not been classified and thus are excluded from the Classes described in Section II.B of the Plan. A Claim or Interest shall be deemed classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of that Class and shall be deemed classified in a different Class to the extent that any remainder of such Claim or Interest qualifies within the description of such other Class. Notwithstanding the foregoing, in no event shall any holder of an Allowed Claim be entitled to receive payments or Distributions under the Plan that, in the aggregate, exceed the Allowed amount of such holder’s Claim.

If the Plan is confirmed by the Bankruptcy Court, unless a holder of an Allowed Claim consents to different treatment, (a) each Allowed Claim in a particular Class will receive the same treatment as the other Allowed Claims in such Class, whether or not the holder of such Claim voted to accept the Plan and (b) each Allowed Interest in a particular Class will receive the same treatment as the other Allowed Interests in such Class. Such treatment will be in exchange for and in full satisfaction, release and discharge of, the holder’s respective Claims against or Interests in a Debtor, except as otherwise provided in the Plan. Moreover, upon Confirmation, the Plan will be binding on (a) all holders of Claims regardless of whether such holders voted to accept the Plan and (b) all holders of Interests.

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C. Unclassified Claims

1. Payment of Administrative Claims

a. Administrative Claims in General

Except as specified in Section II.A.1 of the Plan, and subject to the bar date provisions therein, unless otherwise agreed by the holder of an Administrative Claim and the applicable Debtor or Reorganized Debtor, or unless an order of the Bankruptcy Court provides otherwise, each holder of an Allowed Administrative Claim, will receive, in full satisfaction of its Administrative Claim, Distribution Cash equal to the amount of such Allowed Administrative Claim either: (a) on the Effective Date or as soon as reasonably practicable thereafter; or (b) if the Administrative Claim is not allowed as of the Effective Date, no later than 30 days after the date on which such Administrative Claim becomes an Allowed Claim.

b. Statutory Fees

On or before the Effective Date, Administrative Claims for fees payable pursuant to section 1930 of title 28 of the United States Code (“28 U.S.C. § 1930”), as determined by the Bankruptcy Court at the Confirmation Hearing or in the Confirmation Order, will be paid by the Debtors in Distribution Cash equal to the amount of such Administrative Claims. Any fees payable pursuant to 28 U.S.C. § 1930 after the Effective Date will be paid by the applicable Reorganized Debtor in accordance therewith until the earlier of the conversion or dismissal of the applicable Chapter 11 Case under section 1112 of the Bankruptcy Code, or the closing of the applicable Chapter 11 Case pursuant to section 350(a) of the Bankruptcy Code.

c. Ordinary Course Liabilities

Allowed Administrative Claims based on liabilities incurred by a Debtor in the ordinary course of its business, including Administrative Claims arising from or with respect to the sale of goods or provision of services on or after the Petition Date in the ordinary course of the applicable Debtor’s business, Administrative Claims of Governmental Units for Taxes (including Tax audit Claims related to Tax years or portions thereof ending after the Petition Date), Administrative Claims arising from those contracts and leases of the kind described in Section II.G.4 of the Plan and Intercompany Claims that are Administrative Claims, will be paid by the applicable Reorganized Debtor, pursuant to the terms and conditions of the particular transaction giving rise to those Administrative Claims, without further action by the holders of such Administrative Claims or further approval by the Bankruptcy Court.

d. DIP Claims

All DIP Claims shall be Allowed Claims. On or before the Effective Date, unless otherwise agreed by the holder of a DIP Claim and the applicable Debtor or Reorganized Debtor, Allowed DIP Claims will be paid in Distribution Cash in an amount equal to the full amount of those Claims. Allowed DIP Claims will be satisfied, first, from Unencumbered Assets, according to the following priority: (a) First Out DIP Claims; and (b) Second Out DIP Claims. To the extent that Unencumbered Assets are insufficient to satisfy all Allowed DIP Claims in full, Allowed DIP Claims will be satisfied from Encumbered Assets, according to the following priority: (a) First Out DIP Claims; and (b) Second Out DIP Claims.

e. Fees and Expenses of Creditors’ Committee Members and the Unsecured Notes Trustee

Subject to the terms of Section II.A.1.e of the Plan, (a) the reasonable and documented fees and expenses of the Unsecured Notes Indenture Trustee (including its counsel and other advisors) and (b) the expenses of other members of the Creditors’ Committee that are not Indenture Trustee Committee Members (excluding, with respect to such members of the Creditors’ Committee that are not Indenture Trustee Committee Members, their individual legal and other advisor fees) shall be Allowed Administrative Claims or otherwise paid in Cash on the Effective Date, in each case without reduction to the recoveries of holders of Allowed Category 1 General Unsecured Claims and Allowed Category 2 General Unsecured Claims;

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provided that the total aggregate fees and expenses of the Indenture Trustee Committee Members (including their counsel and other advisors) other than the Massey Convertible Notes Trustee (and its counsel and other advisors) constituting Allowed Administrative Claims shall not exceed $875,000. For the avoidance of doubt, no member of the Creditors’ Committee (other than the Indenture Trustee Committee Members) shall seek payment from the Debtors or the Estates of such member’s legal or other advisory fees incurred in its capacity as a member of the Creditors’ Committee, pursuant to a motion for substantial contribution or otherwise, and no payment shall be made by the Debtors or the Estates to any member of the Creditors’ Committee (other than the Indenture Trustee Committee Members pursuant to this provision) on account of such legal or other advisory fees; provided that nothing herein shall limit any member of the Creditors’ Committee from seeking payment of their individual legal fees based on a claim or entitlement unrelated to their capacities as members of the Creditors’ Committee. To the extent that any fees or expenses of the Indenture Trustee Committee Members (and their counsel) are not paid in accordance with the provisions of the Plan, nothing in the Plan shall prevent the Indenture Trustee Committee Members from asserting a charging lien against any recoveries received on account of the applicable noteholders for payment of such unpaid amounts; provided that in the event the Indenture Trustee Committee Members exercise a charging lien against such recoveries, the Debtors shall use commercially reasonable efforts to assist such Indenture Trustee Committee Members in liquidating securities otherwise payable to such noteholders under the Plan.¹⁷ If the Reorganized Debtors expressly request (in writing) post-Effective Date assistance from the Indenture Trustee Committee Members, the Indenture Trustee Committee Members will be paid their reasonable and documented fees and expenses, solely to the extent of the post-Effective Date assistance requested by the Reorganized Debtors, not subject to the cap set forth in Section II.A.1.e of the Plan.

f. Fees and Expenses of Ad Hoc Committee of Second Lien Noteholders

The Debtors shall pay all reasonable and documented fees and expenses of the Ad Hoc Committee of Second Lien Noteholders (and its counsel) as and to the extent provided under paragraph 17(d) of the Final DIP Order and other existing agreements among the Debtors and the Second Lien Parties in connection with the Bankruptcy Cases and that are incurred prior to the Effective Date in connection with the Chapter 11 Cases, without a reduction to the recoveries of holders of Allowed Second Lien Noteholder Claims (subject to the Debtors’ receipt of invoices in customary form in connection therewith and without the requirement to file a fee application with the Bankruptcy Court). To the extent that invoices of the Ad Hoc Committee of Second Lien Noteholders (and its counsel) are submitted after the Effective Date, but relate to reasonable and documented fees and expenses incurred prior to the Effective Date consistent with the prior sentence, such invoices shall be paid by the Reorganized Debtors as soon as reasonably practicable.

g. Fees and Expenses of Second Lien Notes Trustee

Subject to the terms of Section II.A.1.g of the Plan, the Debtors shall pay all reasonable and documented fees and expenses of the Second Lien Notes Trustee (and its counsel) as and to the extent provided under paragraph 17(d) of the Final DIP Order and other existing agreements among the Debtors and the Second Lien Notes Trustee that are incurred prior to the Effective Date in connection with the Bankruptcy Cases without a reduction to the recoveries of holders of Allowed Second Lien Noteholder Claims (subject to the Debtors’ receipt of invoices in customary form in connection therewith and without the requirement to file a fee application with the Bankruptcy Court). To the extent that invoices of the Second Lien Notes Trustee (and its counsel) are submitted after the Effective Date, but relate to fees and expenses incurred prior to the Effective Date, such invoices shall be paid as soon as reasonably practicable. Notwithstanding the foregoing, the fees and expenses of the Second Lien Notes Trustee (and its counsel), outstanding as of the date of the Global Settlement Stipulation or incurred thereafter shall be subject to a cap of $600,000 (which cap is separate and apart from the $1.75 million limitation on fees and expenses of the Indenture Trustee Committee Members, as set forth above). To the extent that any fees or expenses of the Second Lien Notes Trustee (and its counsel) are not paid in accordance with the provisions of the Plan, nothing in the Plan shall prevent the Second Lien Notes Trustee from asserting its charging lien against any recoveries received on account of Allowed Second Lien Noteholder Claims for payment of such unpaid amounts.

¹⁷  The Plan may be amended or modified, as appropriate, to effect an exercise by any Indenture Trustee of its charging lien rights under the applicable indentures against any recoveries received on account of the applicable noteholders.

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The foregoing cap on the fees and expenses of the Second Lien Notes Trustee (and its counsel) shall only apply to those fees and expenses outstanding as of the Global Settlement Stipulation and incurred through July 24, 2016, and, in the event that the Effective Date does not occur on or before July 24, 2016, all obligations of the Debtors and the rights of the Second Lien Notes Trustee under paragraph 17(d) of the Final DIP Order and any other existing agreements among the Debtors and the Second Lien Notes Trustee shall remain in effect and neither the Debtors nor the Reorganized Debtors shall be obligated pursuant hereto to pay any fees or expenses of the Second Lien Notes Trustee (or its counsel) in excess of the cap. If the Reorganized Debtors expressly request (in writing) post-Effective Date assistance from the Second Lien Notes Trustee, the Second Lien Notes Trustee shall be paid its reasonable and documented fees and expenses, solely to the extent of the post Effective Date assistance requested by the Reorganized Debtors, not subject to the $600,000 cap set forth in Section II.A.1.g of the Plan.

h. Bar Dates for Administrative Claims

i. General Bar Date Provisions

Except as otherwise provided in Section II.A.1.h.ii of the Plan or in a Bar Date Order or other order of the Bankruptcy Court, unless previously Filed, requests for payment of Administrative Claims must be Filed and served on the Notice Parties pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation Order, no later than 45 days after the Effective Date. Holders of Administrative Claims that are required to File and serve a request for payment of such Administrative Claims and that do not File and serve such a request by the applicable Bar Date will be forever barred from asserting such Administrative Claims against the Debtors, the Reorganized Debtors or their respective property, and such Administrative Claims will be deemed discharged as of the Effective Date. Objections to such requests must be Filed and served on the Notice Parties and the requesting party by the latest of (a) 150 days after the Effective Date, (b) 60 days after the Filing of the applicable request for payment of Administrative Claims or (c) such other period of limitation as may be specifically fixed by a Final Order for objecting to such Administrative Claims.

ii. Bar Dates for Certain Administrative Claims

A. Professional Compensation

Professionals or other entities asserting a Fee Claim for services rendered before the Effective Date must File and serve on the Notice Parties and such other entities who are designated by the Bankruptcy Rules, the Confirmation Order or other order of the Bankruptcy Court an application for final allowance of such Fee Claim no later than 60 days after the Effective Date; provided, however, that any professional who may receive compensation or reimbursement of expenses pursuant to the Ordinary Course Professionals Order may continue to receive such compensation and reimbursement of expenses for services rendered before the Effective Date pursuant to the Ordinary Course Professionals Order without further Bankruptcy Court review or approval (except as provided in the Ordinary Course Professionals Order). Objections to any Fee Claim must be Filed and served on the Notice Parties and the requesting party by the later of (a) 90 days after the Effective Date, (b) 30 days after the Filing of the applicable request for payment of the Fee Claim or (c) such other period of limitation as may be specifically fixed by a Final Order for objecting to such Fee Claims. To the extent necessary, the Confirmation Order will amend and supersede any previously entered order of the Bankruptcy Court regarding the payment of Fee Claims.

B. Ordinary Course Liabilities

Holders of Allowed Administrative Claims arising from liabilities incurred by a Debtor on or after the Petition Date but prior to the Effective Date in the ordinary course of the Debtor’s business, including Administrative Claims arising from or with respect to the sale of goods or provision of services on or after the Petition Date in the ordinary course of the applicable Debtor’s business, Administrative Claims of Governmental Units for Taxes (including Tax audit Claims related to Tax years or portions thereof ending after the Petition Date), Administrative Claims arising from those contracts and leases of the kind described in Section II.G.4 of the Plan and Intercompany Claims that are Administrative Claims, will not be required to File or serve any request for payment of such Administrative Claims. Such Administrative Claims will be satisfied pursuant to Section II.A.1.c of the Plan. Any Administrative Claims that are filed contrary to Section II.A.1.h.ii.B of the Plan shall be deemed disallowed and expunged, subject to resolution and satisfaction in the ordinary course outside these Chapter 11 Cases.

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C. DIP Claims

Holders of Allowed Administrative Claims that are DIP Claims will not be required to File or serve any request for payment or application for allowance of such Claims. Such Administrative Claims will be satisfied pursuant to Section II.A.1.d of the Plan.

iii. No Modification of Bar Date Order

The Plan does not modify any other Bar Date Order, including Bar Dates for Claims entitled to administrative priority under section 503(b)(9) of the Bankruptcy Code.

2. Payment of Priority Tax Claims

a. Priority Tax Claims

Pursuant to section 1129(a)(9)(c) of the Bankruptcy Code, unless otherwise agreed by the holder of a Priority Tax Claim and the applicable Debtor or Reorganized Debtor, each holder of an Allowed Priority Tax Claim will receive, at the option of the applicable Debtor or Reorganized Debtor, as applicable, in full satisfaction of its Allowed Priority Tax Claim that is due and payable on or before the Effective Date, either (a) Distribution Cash equal to the amount of such Allowed Priority Tax Claim (i) on the Effective Date or (ii) if the Priority Tax Claim is not Allowed as of the Effective Date, no later than 30 days after the date on which such Priority Tax Claim becomes an Allowed Priority Tax Claim or (b) Distribution Cash in the aggregate amount of such Allowed Priority Tax Claim payable in annual equal installments commencing on the later of (i) the Effective Date (or as soon as reasonably practicable thereafter) and (ii) the date such Priority Tax Claim becomes an Allowed Priority Tax Claim (or as soon as practicable thereafter) and ending no later than five years after the Petition Date.

b. Other Provisions Concerning Treatment of Priority Tax Claims

Notwithstanding the provisions of Section II.A.2.a or Section I.A.255 of the Plan, the holder of an Allowed Priority Tax Claim will not be entitled to receive any payment on account of any penalty arising with respect to or in connection with the Allowed Priority Tax Claim. Any such Claim or demand for any such penalty will be subject to treatment in Class 6A, if not subordinated to Class 6A Claims, pursuant to an order of the Bankruptcy Court. The holder of an Allowed Priority Tax Claim will not assess or attempt to collect such penalty from the Debtors, the Reorganized Debtors, NewCo, or their respective property (other than as a holder of an Allowed Class 6A Claim).

D. Classified Claims and Interests

1. Priority Claims (Class 1 Claims) are unimpaired. On the Effective Date, each holder of an Allowed Claim in Class 1 will receive Distribution Cash equal to the amount of such Allowed Claim, unless the holder of such Priority Claim and the applicable Debtor or Reorganized Debtor, as applicable, agree to a different treatment. Consistent with the language of section 1126(f) of the Bankruptcy Code, each holder of a Class 1 Claim will be deemed to have accepted the Plan.

2. Secured First Lien Lender Claims (Class 2 Claims) are impaired. On the Effective Date, unless otherwise agreed by a Claim holder and the applicable Debtor or Reorganized Debtor, each holder of an Allowed Secured First Lien Lender Claim will receive the holder’s Pro Rata share of the First Lien Lender Distribution.

3. Secured Second Lien Noteholder Claims (Class 3 Claims) are impaired. In accordance with the terms of the Second Lien Noteholder Settlement and the Global Settlement, on the Effective Date, unless otherwise agreed by a Claim holder and the applicable Debtor or Reorganized Debtor, each holder of an Allowed Secured Second Lien Noteholder Claim will receive such holder’s Pro Rata share of the NewCo ABL Participation

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Rights. Each holder of an Allowed Secured Second Lien Noteholder Claim exercising such holder’s NewCo ABL Participation Rights shall be entitled to such holder’s allocated portion of the Second Lien Noteholder Distribution, as set forth in the Second Lien Noteholder Settlement Stipulation and the Second Lien Noteholder Settlement Term Sheet. No later than five business days prior to the Voting Deadline, the Debtors will file and serve upon all holders of Secured Second Lien Noteholder Claims instructions and procedures regarding how such holders may exercise the NewCo ABL Participation Rights.

4. Secured Massey Convertible Noteholder Claims (Class 4 Claims) are impaired. In accordance with the terms of the Global Settlement, on the Effective Date, unless otherwise agreed by a Claim holder and the applicable Debtor or Reorganized Debtor, each holder of an Allowed Secured Massey Convertible Noteholder Claim will receive such holder’s Pro Rata share of (a) the Massey Convertible Noteholder Cash Component and (b) the Series B Preferred Interests.

5. Other Secured Claims (Class 5 Claims) are unimpaired. On the Effective Date, unless otherwise agreed by a Claim holder and the applicable Debtor or Reorganized Debtor, each holder of an Allowed Claim in Class 5 will receive treatment on account of such Allowed Secured Claim in the manner set forth in Option A, B or C below, at the election of the applicable Debtor. The applicable Debtor will be deemed to have elected Option B except with respect to (a) any Allowed Secured Claim as to which the applicable Debtor elects either Option A or Option C in one or more certifications Filed prior to the conclusion of the Confirmation Hearing and (b) any Allowed Secured Tax Claim, with respect to which the applicable Debtor will be deemed to have elected Option A. Consistent with the language of section 1126(f) of the Bankruptcy Code, each holder of a Class 5 Claim will be deemed to have accepted the Plan.

Option A: On the Effective Date, Allowed Claims in Class 5 with respect to which the applicable Debtor elects Option A will receive Distribution Cash equal to the amount of such Allowed Claim.

Option B: On the Effective Date, Allowed Claims in Class 5 with respect to which the applicable Debtor elects or is deemed to have elected Option B will be Reinstated.

Option C: On the Effective Date, a holder of an Allowed Claim in Class 5 with respect to which the applicable Debtor elects Option C will be entitled to receive (and the applicable Debtor or Reorganized Debtor shall release and transfer to such holder) the collateral securing such Allowed Claim.

Notwithstanding either the foregoing or Section I.A.255 of the Plan, the holder of an Allowed Secured Tax Claim in Class 5 will not be entitled to receive any payment on account of any penalty arising with respect to or in connection with such Allowed Secured Tax Claim. Any such Claim or demand for any such penalty will be subject to treatment in Class 6A if not subordinated to Class 6A Claims pursuant to an order of the Bankruptcy Court. The holder of an Allowed Secured Tax Claim will not assess or attempt to collect such penalty from the Debtors, the Reorganized Debtors or their respective property (other than as a holder of a Class 6A Claim).

6. Category 1 General Unsecured Claims (Class 6A Claims) are impaired. On the Effective Date, and on each Distribution Date thereafter, each holder of an Allowed Category 1 General Unsecured Claim will receive a Pro Rata share of assets contributed to the Category 1 General Unsecured Claims Asset Pool; provided that no Distributions shall be provided on account of any Allowed First Lien Lender Claims constituting Deficiency Claims in Class 6A.

7. Second Lien Category 2 General Unsecured Claims (Class 6B Claims) are impaired. On the Effective Date, and on each Distribution Date thereafter, each holder of an Allowed Category 2 General Unsecured Claim that is a Second Lien Noteholder Claim will receive a Pro Rata share of assets contributed to the Category 2 General Unsecured Claims Asset Pool; provided that Distributions on account of any Allowed Second Lien Noteholder Claims constituting Deficiency Claims in Class 6B shall not include any portion of the Reorganized ANR Contingent Revenue Payment.

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8. Non-Second Lien Category 2 General Unsecured Claims (Class 6C Claims) are impaired. On the Effective Date, and on each Distribution Date thereafter, each holder of an Allowed Category 2 General Unsecured Claim that is not a Second Lien Noteholder Claim will receive a Pro Rata share of assets contributed to the Category 2 General Unsecured Claims Asset Pool.

9. Prepetition Intercompany Claims (Class 7 Claims) are impaired. Subject to the Restructuring Transactions, on the Effective Date, Prepetition Intercompany Claims that are not eliminated by operation of law or otherwise pursuant to the Restructuring Transactions will be deemed settled and compromised in exchange for the consideration and other benefits provided to the holders of Prepetition Intercompany Claims and not entitled to any Distribution of Plan consideration under the Plan. Each holder of a Class 7 Claim will be deemed to have accepted the Plan.

10. Section 510(b) Securities Claims (Class 8 Claims) are impaired. No property will be distributed to or retained by the holders of Section 510(b) Securities Claims, and such Claims will be extinguished on the Effective Date. Holders of Class 8 Claims will not receive any Distribution pursuant to the Plan. Consistent with the language of section 1126(g) of the Bankruptcy Code, each holder of a Section 510(b) Securities Claim in Class 8 will be deemed to have rejected the Plan.

11. Section 510(b) Old Common Stock Claims (Class 9 Claims) are impaired. No property will be distributed to or retained by the holders of Section 510(b) Old Common Stock Claims, and such Claims will be extinguished on the Effective Date. Holders of Class 9 Claims will not receive any Distribution pursuant to the Plan. Consistent with the language of section 1126(g) of the Bankruptcy Code, each holder of a Section 510(b) Old Common Stock Claim in Class 9 will be deemed to have rejected the Plan.

12. Old Common Stock of ANR Interests (Class 10 Interests) are impaired. On the Effective Date, the Old Common Stock of ANR and all Interests related thereto will be canceled, and holders of Class 10 Interests will not receive any Distribution pursuant to the Plan. Consistent with the language of section 1126(g) of the Bankruptcy Code, each holder of a Class 10 Interest will be deemed to have rejected the Plan.

13. Subsidiary Debtor Equity Interests (Class 11 Interests) are unimpaired. On the Effective Date, the Subsidiary Debtor Equity Interests will be Reinstated, subject to the Restructuring Transactions. Consistent with the language of section 1126(f) of the Bankruptcy Code, each holder of a Class 11 Interest will be deemed to have accepted the Plan.

E. Subordination; Reservation of Rights to Reclassify Claims

The allowance, classification and treatment of Allowed Claims and the respective Distributions and treatments specified in the Plan take into account the relative priority and rights of the Claims in each Class and all contractual, legal and equitable subordination rights relating thereto, whether arising under general principles of equitable subordination, section 510(b) of the Bankruptcy Code or otherwise. Except as expressly set forth herein, consistent with section 510(a) of the Bankruptcy Code, nothing in the Plan shall, or shall be deemed to, modify, alter or otherwise affect any right of a holder of a Claim to enforce a subordination agreement, or the terms of the Intercreditor Agreements, against any Person other than the Debtors to the same extent that such agreement is enforceable under applicable nonbankruptcy law. Pursuant to section 510 of the Bankruptcy Code, the Debtors reserve the right to reclassify any Disputed Claim in accordance with any applicable contractual, legal or equitable subordination.

F. Special Provisions Regarding the Treatment of Allowed Secondary Liability Claims; Maximum Recovery

The classification and treatment of Allowed Claims under the Plan takes into consideration all Allowed Secondary Liability Claims. On the Effective Date, Allowed Secondary Liability Claims will be treated as follows:

• The Allowed Secondary Liability Claims arising from or related to any Debtor’s joint or several liability for the obligations under any Executory Contract or Unexpired Lease that

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is being assumed or deemed assumed by another Debtor or under any Executory Contract or Unexpired Lease that is being assumed by and assigned to another Debtor will be Reinstated.

• Except as provided in Section II.D.1 of the Plan, holders of Allowed Secondary Liability Claims against any Debtor will be entitled to only one Distribution in respect of the Liabilities related to such Allowed Secondary Liability Claim and will be deemed satisfied in full by the Distributions on account of the related underlying Allowed Claim. Notwithstanding the existence of a Secondary Liability Claim, no multiple recovery on account of any Allowed Claim against any Debtor will be provided or permitted.

G. Confirmation Without Acceptance by All Impaired Classes

The Debtors request Confirmation under section 1129(b) of the Bankruptcy Code in the event that any impaired Class does not accept or is deemed not to accept the Plan pursuant to section 1126 of the Bankruptcy Code. The Plan shall constitute a motion for such relief.

H. Class Without Voting Claim Holders

If Holders of Claims in a particular impaired Class of Claims are entitled to vote to accept or reject the Plan, but no Holders of Claims in such impaired Class of Claims vote to accept or reject the Plan, then such Class of Claims shall be deemed to have accepted the Plan.

I. Treatment of Executory Contracts and Unexpired Leases

1. Executory Contracts and Unexpired Leases to Be Assumed

a. Assumption and Assignment Generally

Except as otherwise provided in the Plan, in any contract, instrument, release or other agreement or document entered into in connection with the Plan or in a Final Order of the Bankruptcy Court, or as requested in any motion Filed on or prior to the Effective Date, on the Effective Date, pursuant to section 365 of the Bankruptcy Code, the applicable Debtor or Debtors will assume, or assume and assign, including in connection with the NewCo Asset Sale, as indicated, each Executory Contract or Unexpired Lease listed on Exhibit II.G.1.a to the Plan; provided, however, that the Debtors and the Reorganized Debtors reserve the right, at any time on or prior to the Effective Date, to amend Exhibit II.G.1.a to the Plan to: (a) delete any Executory Contract or Unexpired Lease listed therein, thus providing for its rejection pursuant to Section II.G.5 of the Plan; (b) add any Executory Contract or Unexpired Lease thereto, thus providing for its assumption, or assumption and assignment, pursuant to Section II.G.1.a of the Plan; or (c) modify the amount of any Cure Amount Claim. Moreover, pursuant to the Contract Procedures Order, the Debtors reserve the right, at any time until the date that is 30 days after the Effective Date, to amend Exhibit II.G.1.a to the Plan to identify or change the identity of the Reorganized Debtor or other Person that will be an assignee of an Executory Contract or Unexpired Lease. Each contract and lease listed on Exhibit II.G.1.a to the Plan will be assumed only to the extent that any such contract or lease constitutes an Executory Contract or Unexpired Lease. Listing a contract or lease on Exhibit II.G.1.a to the Plan will not constitute an admission by a Debtor or Reorganized Debtor that such contract or lease (including any related agreements as described in Section II.G.1.b of the Plan) is an Executory Contract or Unexpired Lease or that a Debtor or Reorganized Debtor has any liability thereunder.

b. Assumptions and Assignments of Ancillary Agreements

Each Executory Contract or Unexpired Lease listed on Exhibit II.G.1.a to the Plan will include any modifications, amendments, supplements, restatements or other agreements made directly or indirectly by any agreement, instrument or other document that in any manner affects such contract or lease, irrespective of whether such agreement, instrument or other document is listed on Exhibit II.G.1.a to the Plan, unless any such modification, amendment, supplement, restatement or other agreement is rejected pursuant to Section II.G.5 of the Plan or designated for rejection in accordance with Section II.G.2 of the Plan.

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c. Customer Agreements

To the extent that (a) the Debtors are party to any contract, purchase order or similar agreement providing for the sale of the Debtors’ products or services, (b) any such agreement constitutes an Executory Contract or Unexpired Lease and (c) such agreement (i) has not been rejected pursuant to a Final Order of the Bankruptcy Court, (ii) is not subject to a pending motion for reconsideration or appeal of an order authorizing the rejection of such Executory Contract or Unexpired Lease, (iii) is not subject to a motion to reject such Executory Contract or Unexpired Lease Filed on or prior to the Effective Date, (iv) is not listed on Exhibit II.G.1.a to the Plan, (v) is not listed on Exhibit II.G.5 to the Plan or (vi) has not been designated for rejection in accordance with Section II.G.2 of the Plan, such agreement (including any related agreements as described in Section II.G.1.b of the Plan), purchase order or similar agreement will be assumed by the Debtors and assigned to the Reorganized Debtor or NewCo, as applicable, that will be the owner of the business that performs the obligations to the customer under such agreement, in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code as of the Effective Date. The Cure Amount Claim to be paid in connection with the assumption of such a customer-related contract, purchase order or similar agreement that is not specifically identified on Exhibit II.G.1.a of the Plan shall be $0.00. Listing a contract, purchase order or similar agreement providing for the sale of the Debtors’ products or services on Exhibit II.G.5 of the Plan will not constitute an admission by a Debtor or Reorganized Debtor that such agreement (including related agreements as described in Section II.G.1.b of the Plan) is an Executory Contract or Unexpired Lease or that a Debtor or Reorganized Debtor has any liability thereunder.

2. Approval of Assumptions and Assignments; Assignments Related to Restructuring Transactions

The Confirmation Order will constitute an order of the Bankruptcy Court approving the assumption (including any related assignment resulting from the Restructuring Transactions, the NewCo Asset Sale or otherwise) of Executory Contracts and Unexpired Leases pursuant to Section II.G of the Plan as of the Effective Date, except for Executory Contracts and Unexpired Leases that (a) have been rejected pursuant to a Final Order of the Bankruptcy Court, (b) are subject to a pending motion for reconsideration or appeal of an order authorizing the rejection of such Executory Contract or Unexpired Lease, (c) are subject to a motion to reject such Executory Contract or Unexpired Lease Filed on or prior to the Effective Date, (d) are rejected pursuant to Section II.G.5 of the Plan or (e) are designated for rejection as set forth in the last sentence of this paragraph. As of the effective time of an applicable Restructuring Transaction, any Executory Contract or Unexpired Lease to be held by any Debtor or Reorganized Debtor and assumed under the Plan or otherwise in the Chapter 11 Cases, if not expressly assigned to a third party previously in the Chapter 11 Cases or assigned to a particular Reorganized Debtor pursuant to the procedures described in Section II.G of the Plan, will be deemed assigned to the surviving, resulting or acquiring corporation in the applicable Restructuring Transaction, pursuant to section 365 of the Bankruptcy Code. If an objection to a proposed assumption, assumption and assignment, or Cure Amount Claim is not resolved in favor of the Debtors or the Reorganized Debtors, the applicable Executory Contract or Unexpired Lease may be designated by the Debtors or the Reorganized Debtors for rejection within 10 Business Days of the entry of the order of the Bankruptcy Court resolving the matter against the Debtors. Such rejection shall be deemed effective as of the Effective Date.

3. Payments Related to the Assumption of Executory Contracts and Unexpired Leases

To the extent that such Claims constitute monetary defaults, the Cure Amount Claims associated with each Executory Contract or Unexpired Lease to be assumed pursuant to the Plan will be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, at the option of the applicable Debtor or Reorganized Debtor: (a) by payment of the Cure Amount Claim in Distribution Cash on the Effective Date; or (b) on such other terms as are agreed to by the parties to such Executory Contract or Unexpired Lease. If there is a dispute regarding (a) the amount of any Cure Amount Claim, (b) the ability of the applicable Reorganized Debtor or any assignee (including, as applicable, NewCo) to provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under the contract or lease to be assumed or (c) any other matter pertaining to the assumption

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or assignment of such contract or lease, the payment of any Cure Amount Claim required by section 365(b)(1) of the Bankruptcy Code will be made within 30 days following the entry of a Final Order or the execution of a Stipulation of Amount and Nature of Claim resolving the dispute and approving the assumption and/or assignment.

4. Contracts and Leases Entered Into After the Petition Date or Previously Assumed

Contracts, leases and other agreements entered into after the Petition Date by a Debtor, including any Executory Contracts or Unexpired Leases assumed by a Debtor pursuant to a prior order of the Bankruptcy Court and not thereafter assigned or rejected, will be performed by such Debtor or Reorganized Debtor in the ordinary course of its business, as applicable. Accordingly, such contracts and leases (including any assumed Executory Contracts or Unexpired Leases) will survive and remain unaffected by entry of the Confirmation Order; provided, however, that any Executory Contracts or Unexpired Leases assumed by a Debtor and not previously assigned will be (a) assigned to the Reorganized Debtor, NewCo or any other Person identified on Exhibit II.G.4 of the Plan, if any, or (b) deemed assigned pursuant to Section II.G.2 of the Plan. The Debtors and Reorganized Debtors reserve the right, at any time until the date that is 30 days after the Effective Date, to amend Exhibit II.G.4 to the Plan to identify or change the identity of the Reorganized Debtor party that will be the assignee of an Executory Contract or Unexpired Lease.

5. Rejection of Executory Contracts and Unexpired Leases

On the Effective Date, except for an Executory Contract or Unexpired Lease that was previously assumed, assumed and assigned, or rejected by an order of the Bankruptcy Court or that is assumed pursuant to Section II.G of the Plan (including any related agreements assumed or assumed and assigned, including to NewCo consistent with the Stalking Horse APA, pursuant to Section II.G.1.b of the Plan), each Executory Contract or Unexpired Lease entered into by a Debtor prior to the Petition Date that has not previously expired or terminated pursuant to its own terms will be rejected pursuant to section 365 of the Bankruptcy Code. The Executory Contracts or Unexpired Leases to be rejected will include the Executory Contracts or Unexpired Leases listed on Exhibit II.G.5 attached to the Plan, provided that the Debtors and the Reorganized Debtors reserve the right, at any time on or prior to the Effective Date, to amend Exhibit II.G.5 to the Plan to: (a) delete any Executory Contract or Unexpired Lease listed therein and add such Executory Contract or Unexpired Lease to Exhibit II.G.1.a to the Plan, thus providing for its assumption, or assumption and assignment, pursuant to Section II.G.1 of the Plan; or (b) add any Executory Contract or Unexpired Lease to Exhibit II.G.5 to the Plan, notwithstanding any prior assumption of such Executory Contract or Unexpired Lease by the Debtors, thus providing for its rejection pursuant to Section II.G.5 of the Plan. Each contract and lease listed on Exhibit II.G.5 to the Plan will be rejected only to the extent that any such contract or lease constitutes an Executory Contract or Unexpired Lease. Listing a contract or lease on Exhibit II.G.5 to the Plan will not constitute an admission by a Debtor or Reorganized Debtor that such contract or lease (including related agreements as described in Section II.G.1.b of the Plan) is an Executory Contract or Unexpired Lease or that a Debtor or Reorganized Debtor has any liability thereunder. Irrespective of whether an Executory Contract or Unexpired Lease is listed on Exhibit II.G.5 to the Plan, it will be deemed rejected unless such contract (a) is listed on Exhibit II.G.1.a to the Plan as of the Effective Date, (b) was previously assumed, assumed and assigned, or rejected by order of the Bankruptcy Court and was not subsequently added to Exhibit II.G.5 to the Plan or otherwise rejected by the Debtors prior to the Effective Date or (c) is deemed assumed pursuant to the other provisions of Section II.G of the Plan. The Confirmation Order will constitute an order of the Bankruptcy Court approving such rejections, pursuant to section 365 of the Bankruptcy Code, as of the later of: (a) the Effective Date; or (b) the resolution of any objection to the proposed rejection of an Executory Contract or Unexpired Lease. Any Claims arising from the rejection of any Executory Contract or Unexpired Lease not previously assumed by the Debtors pursuant to an order of the Bankruptcy Court will be treated as Class 6 Claims (General Unsecured Claims), subject to the provisions of section 502 of the Bankruptcy Code.

6. Rejection Damages Bar Date

Except as otherwise provided in a Final Order of the Bankruptcy Court approving the rejection of an Executory Contract or Unexpired Lease, Claims arising out of the rejection of an Executory Contract or Unexpired Lease pursuant to the Plan must be Filed with the Bankruptcy Court and served upon counsel to the Debtors on or before the later of: (a) 30 days after the Effective Date; or (b) for Executory Contracts identified on Exhibit II.G.5 of the Plan, 30 days after (i) a notice of such rejection is served under the Contract Procedures Order, if the contract

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counterparty does not timely file an objection to the rejection in accordance with the Contract Procedures Order or (ii) if such an objection to rejection is timely filed with the Bankruptcy Court in accordance with the Contract Procedures Order, the date that an Order is entered approving the rejection of the applicable contract or lease or the date that the objection to rejection is withdrawn. Any Claims not Filed within such applicable time periods will be forever barred from receiving a Distribution from the Debtors, the Reorganized Debtors or the Estates.

7. Executory Contract and Unexpired Lease Notice Provisions

In accordance with, and subject to, the Contract Procedures Order, the Debtors or the Reorganized Debtors, as applicable, will provide (a) notice to each counterparty to an Executory Contract or Unexpired Lease that is being assumed pursuant to the Plan of: (i) the contract or lease being assumed; (ii) the Cure Amount Claim, if any, that the applicable Debtor believes it would be obligated to pay in connection with such assumption; (iii) any assignment of an Executory Contract or Unexpired Lease (pursuant to the Restructuring Transactions, the NewCo Asset Sale or otherwise); and (iv) the procedures for such party to object to the assumption of the applicable Executory Contract or Unexpired Lease, the amount of the proposed Cure Amount Claim or any assignment of an Executory Contract or Unexpired Lease; (b) notice to each party whose Executory Contract or Unexpired Lease is being rejected pursuant to the Plan; (c) notice to each party whose Executory Contract or Unexpired Lease is being assigned pursuant to the Plan; (d) notice of any amendments to Exhibit II.G.5 to the Plan; and (e) any other notices relating to the assumption, assumption and assignment or rejection of Executory Contracts or Unexpired Leases required under the Plan or Contract Procedures Order in accordance with the Contract Procedures Order; provided, however, that any party that previously received an Assumption and Assignment Notice (as defined in the Bidding Procedures Order) shall not receive any additional notice under Section II.G.7 of the Plan, unless the proposed treatment of such party’s Executory Contract or Unexpired Lease by the Debtors or the Reorganized Debtors has changed since the receipt of the Assumption and Assignment Notice.

8. Obligations to Indemnify Directors, Officers and Employees

Prior to the Effective Date, the Debtors (a) shall make arrangements to continue liability and fiduciary (including ERISA) insurance, or purchase a tail policy or policies, for the period from and after the Effective Date, for the benefit of any person who is serving or has served as one of the Debtors’ directors, officers or employees at any time from and after the Petition Date and (b) shall fully pay the premium for such insurance. Any and all directors and officers liability and fiduciary (including ERISA) insurance or tail policies in existence as of the Effective Date shall be continued in accordance with their terms and, to the extent applicable, shall be deemed assumed by the applicable Debtor pursuant to section 365 of the Bankruptcy Code.

The obligations of each Debtor or Reorganized Debtor to indemnify any person who was serving as one of its directors, officers or employees on or after the Petition Date by reason of such person’s prior or future service in such a capacity, or as a director, officer or employee of another corporation, partnership or other legal entity at the applicable Debtor’s request, to the extent provided in the applicable certificates of incorporation, bylaws or similar constituent documents, by statutory law or by written agreement, policies or procedures of or with such Debtor or Reorganized Debtor, will be deemed and treated as Executory Contracts that are assumed by the applicable Debtor or Reorganized Debtor pursuant to the Plan and section 365 of the Bankruptcy Code as of the Effective Date. Accordingly, such indemnification obligations will survive and be unaffected by entry of the Confirmation Order, irrespective of whether such indemnification is owed for an act or event occurring before or after the Petition Date; provided, however, that nothing herein shall create any liability to NewCo on account of such indemnity obligations.

The obligations of each Debtor or Reorganized Debtor to indemnify any person who was serving as one of its directors, officers or employees prior to but not on or after the Petition Date by reason of such person’s prior service in such a capacity, or as a director, officer or employee of another corporation, partnership or other legal entity at the applicable Debtor’s request, to the extent provided in the applicable certificates of incorporation, bylaws or similar constituent documents, by statutory law or by written agreement, policies or procedures of or with such Debtor or otherwise, will terminate and be discharged pursuant to section 502(e) of the Bankruptcy Code or otherwise as of the Effective Date; provided, however, that to the extent that such indemnification obligations no longer give rise to contingent Claims that can be disallowed pursuant to section 502(e) of the Bankruptcy Code, such indemnification obligations will be deemed and treated as Executory Contracts that are rejected by the applicable Debtor or Reorganized Debtor pursuant to the Plan and section 365 of the Bankruptcy Code as of the Effective Date, and any Claims arising from such indemnification obligations (including any rejection damage claims) will be subject to the bar date provisions of Section II.G.6 of the Plan.

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The indemnification obligations in Section II.G.8 of the Plan shall not apply to or cover any Claims or causes of action against a Person that result in a Final Order determining that such Person seeking indemnification is liable for fraud, willful misconduct, gross negligence, bad faith, self-dealing or breach of the duty of loyalty.

9. No Change in Control

The consummation of the Plan, the implementation of the Restructuring Transactions or the assumption, or assumption and assignment, of any Executory Contract or Unexpired Lease to a Reorganized Debtor is not intended to, and shall not, constitute a change in ownership or change in control under any employee benefit plan or program, financial instrument, loan or financing agreement, Executory Contract or Unexpired Lease or contract, lease or agreement in existence on the Effective Date to which a Debtor is a party.

J. Conditions Precedent to Confirmation of the Plan

The following conditions are conditions to the entry of the Confirmation Order unless such conditions, or any of them, have been satisfied or duly waived pursuant to Section III.C of the Plan:

1. The Confirmation Order will be: (a) acceptable in form and substance to the Debtors, the DIP Agents, the DIP Lenders, the First Lien Agent and the First Lien Lenders; (b) to the extent provided for in the Global Settlement Term Sheet and the Second Lien Noteholder Settlement Term Sheet, reasonably acceptable in form and substance to the Creditors’ Committee and the Second Lien Parties; and (c) consistent with the terms of the Global Settlement and the Second Lien Noteholder Settlement.

2. The Plan (a) shall not have been materially amended, altered or modified from the Plan as Filed, unless such material amendment, alteration or modification has been made in accordance with Section IX.A of the Plan, (b) will be reasonably acceptable in form and substance to the Debtors, the DIP Agents, the DIP Lenders, the First Lien Agent and the First Lien Lenders; (c) to the extent provided for in the Global Settlement Term Sheet and the Second Lien Noteholder Settlement Term Sheet, will be reasonably acceptable in form and substance to the Creditors’ Committee and the Second Lien Parties; and (d) is consistent with the terms of the Global Settlement and the Second Lien Noteholder Settlement.

3. All Confirmation Exhibits are in form and substance: (a) reasonably acceptable in form and substance to the Debtors, the DIP Agents, the DIP Lenders, the First Lien Agent and the First Lien Lenders; (b) to the extent provided for in the Global Settlement Term Sheet and the Second Lien Noteholder Settlement Term Sheet, reasonably acceptable in form and substance to the Creditors’ Committee and the Second Lien Parties; and (c) consistent with the terms of the Global Settlement and the Second Lien Noteholder Settlement.

4. The Resolution of Reclamation Obligations (a) has been entered into by the Debtors and the Reclamation Obligation Resolution Parties; (b) is reasonably acceptable in form and substance to the Debtors, the DIP Agents, the DIP Lenders, the First Lien Agent and the First Lien Lenders; (c) to the extent provided for in the Global Settlement Term Sheet and the Second Lien Noteholder Settlement Term Sheet, will be reasonably acceptable in form and substance to the Creditors’ Committee and the Second Lien Parties; and (d) is consistent with the terms of the Global Settlement and the Second Lien Noteholder Settlement.

5. A Settlement Termination Event shall not have occurred.

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K. Conditions Precedent to the Effective Date

The Effective Date will not occur, and the Plan will not be consummated, unless and until the following conditions have been satisfied or duly waived pursuant to Section III.C of the Plan:

1. The Bankruptcy Court shall have entered the Confirmation Order: (a) in form and substance satisfactory to the Debtors, the DIP Agents, the DIP Lenders, the First Lien Agent and the First Lien Lenders; (b) to the extent provided for in the Global Settlement Term Sheet, reasonably acceptable in form and substance to the Creditors’ Committee and the Second Lien Parties; and (c) consistent with the terms of the Global Settlement and the Second Lien Noteholder Settlement.

2. The Confirmation Order or another order of the Bankruptcy Court shall have been entered (a) approving and authorizing the Stalking Horse APA and the Asset sale contemplated therein, (b) approving the Diminution Claim Allowance Settlement and the Unencumbered Assets Settlement on a non-conditional basis, (c) authorizing the Debtors and the Reorganized Debtors to take all actions necessary or appropriate to implement the Plan and the Stalking Horse APA, including completion of the Restructuring Transactions and the other transactions contemplated by the Plan and the implementation and consummation of the contracts, instruments, releases and other agreements or documents entered into or delivered in connection with the Plan.

3. The Confirmation Order shall not be stayed in any respect.

4. The Exit Funding shall be fully committed and all documents and agreements necessary to effectuate and implement the Exit Funding shall have been executed and delivered by the relevant parties.

5. The documents effectuating the Exit Facility: (a) shall be (i) in form and substance reasonably satisfactory to the Debtors, the DIP Agents and the First Lien Agent, (ii) to the extent provided for in the Global Settlement Term Sheet, reasonably acceptable in form and substance to the Creditors’ Committee and the Second Lien Parties and (iii) consistent with the terms of the Global Settlement and the Second Lien Noteholder Settlement; and (b) shall have been executed and delivered by the Reorganized Debtors, the Exit Facility Agent and each of the lenders under the Exit Facility.

6. The Plan and all Confirmation Exhibits attached to the Plan (a) shall not have been materially amended, altered or modified from the Plan as confirmed by the Confirmation Order, unless such material amendment, alteration or modification has been made in accordance with Section IX.A of the Plan, (b) to the extent provided for in the Global Settlement Term Sheet, are reasonably acceptable in form and substance to the Creditors’ Committee and the Second Lien Parties and (c) are consistent with the terms of the Global Settlement and the Second Lien Noteholder Settlement.

7. A Settlement Termination Event shall not have occurred.

L. Waiver of Conditions to Confirmation or the Effective Date

Each condition to Confirmation set forth in Section III.A of the Plan and each condition to the Effective Date set forth in Section III.B of the Plan may be waived in whole or in part at any time by the Debtors, with the consent of (a) the DIP Agents, (b) the First Lien Agent, (c) any and all Persons identified in the applicable condition and (d) with respect to the conditions set forth in Section III.A.5 and Section III.B.7 of the Plan, the Creditors’ Committee, without an order of the Bankruptcy Court.

M. Effect of Nonoccurrence of Conditions to the Effective Date

If each of the conditions to the Effective Date is not satisfied, or duly waived in accordance with Section III.C of the Plan, then, except where the failure to satisfy or duly waive a such a condition is within the Debtors’ sole control, before the time that each of such conditions has been satisfied and upon notice to such parties in interest as the Bankruptcy Court may direct, the Debtors may File a motion requesting that the Bankruptcy Court vacate the Confirmation Order; provided, however, that, notwithstanding the Filing of such motion, the

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Confirmation Order may not be vacated if each of the conditions to the Effective Date is satisfied before the Bankruptcy Court enters an order granting such motion. If the Confirmation Order is vacated pursuant to Section III.D of the Plan: (a) the Plan will be null and void in all respects, including with respect to (i) the discharge of Claims and termination of Interests pursuant to section 1141 of the Bankruptcy Code, (ii) the assumptions, assignments or rejections of Executory Contracts and Unexpired Leases pursuant to Section II.G of the Plan and (iii) the releases described in Section III.E.6 of the Plan; and (b) nothing contained in the Plan, nor any action taken or not taken by the Debtors with respect to the Plan, this Disclosure Statement or the Confirmation Order, will be or will be deemed to be (i) a waiver or release of any Claims by or against, or any Interest in, any Debtor, (ii) an admission of any sort by the Debtors or any other party in interest or (iii) prejudicial in any manner to the rights of the Debtors or any other party in interest.

N. Retention of Jurisdiction by the Bankruptcy Court

Pursuant to sections 105(c) and 1142(b) of the Bankruptcy Code and notwithstanding entry of the Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court will retain exclusive jurisdiction over all matters arising out of, and related to, the Chapter 11 Cases and the Plan to the fullest extent permitted by law, including, among other things, jurisdiction to:

1. Allow, disallow, estimate, determine, liquidate, reduce, classify, re-classify, estimate or establish the priority or secured or unsecured status of any Claim or Interest, including the resolution of: (a) any request for payment of any Administrative Claim; (b) any and all objections to the amount, allowance, priority or classification of Claims or Interests; and (3) any controversies between the Reorganized Debtors and the Claims Oversight Committee in connection with any of the foregoing;

2. Either grant or deny any applications for allowance of compensation or reimbursement of expenses authorized pursuant to the Bankruptcy Code or the Plan for periods ending on or before the Effective Date;

3. Resolve any matters related to the assumption, assumption and assignment, or rejection of any Executory Contract or Unexpired Lease to which any Debtor is a party or with respect to which any Debtor or Reorganized Debtor may be liable, including in connection with the Stalking Horse APA and the NewCo Asset Sale, and to hear, determine and, if necessary, liquidate any Claims arising therefrom, including any Cure Amount Claims;

4. Ensure that Distributions to holders of Allowed Claims are accomplished pursuant to the provisions of the Plan and resolve any controversies between the Reorganized Debtors and the Claims Oversight Committee in connection with the foregoing;

5. Decide or resolve any motions, adversary proceedings, contested or litigated matters and any other matters and either grant or deny any applications involving any Debtor or any Reorganized Debtor that may be pending on the Effective Date or brought thereafter;

6. Enter such orders as may be necessary or appropriate to implement or consummate the provisions of the Plan and all contracts, instruments, releases and other agreements or documents entered into or delivered in connection with the Plan, this Disclosure Statement and the Confirmation Order, including, but not limited to, the Stalking Horse APA, the Global Settlement and the Resolution of Reclamation Obligations;

7. Resolve any cases, controversies, suits or disputes that may arise in connection with the consummation, interpretation or enforcement of the Plan or any contract, instrument, release or other agreement or document that is entered into or delivered pursuant to the Plan, including the Stalking Horse APA, or any Person’s rights arising from or obligations incurred in connection with the Plan;

8. Modify the Plan before or after the Effective Date pursuant to section 1127 of the Bankruptcy Code; modify this Disclosure Statement, the Confirmation Order or any contract, instrument, release or other agreement or document entered into or delivered in connection with the Plan, this Disclosure Statement or the Confirmation Order, including the Stalking Horse APA; or remedy any defect or omission or reconcile any

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inconsistency in any Bankruptcy Court order, the Plan, this Disclosure Statement, the Confirmation Order or any contract, instrument, release or other agreement or document entered into, delivered or created in connection with the Plan, this Disclosure Statement or the Confirmation Order, including the Stalking Horse APA, in such manner as may be necessary or appropriate to consummate the Plan;

9. Issue injunctions, enforce the injunctions contained in the Plan and the Confirmation Order, enter and implement other orders or take such other actions as may be necessary or appropriate to restrain interference by any Person with consummation, implementation or enforcement of the Plan, the Confirmation Order or the Stalking Horse APA;

10. Enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason or in any respect modified, stayed, reversed, revoked or vacated or Distributions pursuant to the Plan are enjoined or stayed;

11. Determine any other matters that may arise in connection with or relate to the Plan, this Disclosure Statement, the Confirmation Order or any contract, instrument, release or other agreement or document entered into or delivered in connection with the Plan, this Disclosure Statement or the Confirmation Order, including the Stalking Horse APA;

12. Enforce or clarify any orders previously entered by the Bankruptcy Court in the Chapter 11 Cases;

13. Enter a final decree or decrees closing the Chapter 11 Cases;

14. Determine matters concerning state, local and federal Taxes in accordance with sections 346, 505 and 1146 of the Bankruptcy Code, including any Disputed Claims for Taxes;

15. Recover all assets of the Debtors and their Estates, wherever located; and

16. Hear any other matter not inconsistent with the Bankruptcy Code.

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VI.

VOTING REQUIREMENTS

The Disclosure Statement Order entered by the Bankruptcy Court approved certain procedures for the Debtors’ solicitation of votes to approve the Plan, including setting the deadline for voting, which holders of Claims are eligible to receive Ballots to vote on the Plan and certain other voting procedures.

THE DISCLOSURE STATEMENT APPROVAL ORDER IS HEREBY INCORPORATED BY REFERENCE AS THOUGH FULLY SET FORTH HEREIN. YOU SHOULD READ THE DISCLOSURE STATEMENT APPROVAL ORDER, THE CONFIRMATION HEARING NOTICE AND THE INSTRUCTIONS ATTACHED TO YOUR BALLOT IN CONNECTION WITH THIS SECTION, AS THEY SET FORTH IN DETAIL, AMONG OTHER THINGS, PROCEDURES GOVERNING VOTING DEADLINES AND OBJECTION DEADLINES.

If you have any questions about the procedure for voting your Claim or the Solicitation Package you received, or if you wish to obtain a paper copy of the Plan, this Disclosure Statement or any Exhibits to such documents, please contact the Claims and Balloting Agent (a) by telephone (i) toll-free at (888) 249-2703 and (ii) for callers outside of the United States or Canada at (310) 751-2602, (b) by email at AlphaNRInfo@kccllc.com or (c) in writing at Alpha Natural Resources Ballot Processing, c/o Kurtzman Carson Consultants LLC, 2335 Alaska Avenue, El Segundo, California 90245.

A. Voting Deadline

This Disclosure Statement and the appropriate Ballot(s) are being distributed to all holders of Claims that are entitled to vote on the Plan. In order to facilitate vote tabulation, there is a separate Ballot designated for each impaired voting Class; however, all Ballots are substantially similar in form and substance, and the term “Ballot” is used without intended reference to the Ballot of any specific Class of Claims.

IN ACCORDANCE WITH THE DISCLOSURE STATEMENT ORDER, IN ORDER TO BE CONSIDERED FOR PURPOSES OF ACCEPTING OR REJECTING THE PLAN, ALL BALLOTS MUST BE RECEIVED BY THE CLAIMS AND BALLOTING AGENT NO LATER THAN 5:00 P.M. (PREVAILING EASTERN TIME) ON JUNE 29, 2016, WHICH IS THE VOTING DEADLINE. BALLOTS SUBMITTED BY BENEFICIAL OWNERS OF NOTES TO A MASTER BALLOT AGENT MUST BE RECEIVED BY SUCH MASTER BALLOT AGENT WITH SUFFICIENT TIME TO ENABLE THE MASTER BALLOT AGENT TO DELIVER A MASTER BALLOT TO THE CLAIMS AND BALLOTING AGENT BY THE VOTING DEADLINE. ONLY THOSE BALLOTS ACTUALLY RECEIVED BY THE CLAIMS AND BALLOTING AGENT BEFORE THE VOTING DEADLINE WILL BE COUNTED AS EITHER ACCEPTING OR REJECTING THE PLAN. EXCEPT WITH RESPECT TO MASTER BALLOTS, WHICH BALLOTS MAY BE SUBMITTED BY EMAIL, NO BALLOTS MAY BE SUBMITTED BY EMAIL OR OTHER MEANS OF ELECTRONIC SUBMISSION, AND ANY BALLOTS OTHER THAN MASTER BALLOTS SUBMITTED BY ELECTRONIC MAIL OR OTHER MEANS OF ELECTRONIC SUBMISSION WILL NOT BE ACCEPTED BY THE CLAIMS AND BALLOTING AGENT.

FOR DETAILED VOTING INSTRUCTIONS, SEE THE DISCLOSURE STATEMENT ORDER.

B. Holders of Claims Entitled to Vote

Under section 1124 of the Bankruptcy Code, a Class of claims or equity interests is deemed to be “impaired” under a plan unless (a) the plan leaves unaltered the legal, equitable and contractual rights to which such claim or equity interest entitles the holder thereof; or (b) notwithstanding any legal right to an accelerated payment of such claim or equity interest, the plan (i) cures all existing defaults (other than defaults resulting from the occurrence of events of bankruptcy), (ii) reinstates the maturity of such claim or equity interest as it existed before the default, (iii) compensates the holder of such claim or equity interest for any damages resulting from such holder’s reasonable reliance on such legal right to an accelerated payment and (iv) does not otherwise alter the legal, equitable or contractual rights to which such claim or equity interest entitles the holder of such claim or equity interest.

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In general, a holder of a claim or equity interest may vote to accept or reject a plan if (a) the claim or equity interest is “allowed,” which means generally that it is not disputed, contingent or unliquidated, and (b) the claim or equity interest is impaired by a plan. However, if the holder of an impaired claim or equity interest will not receive any distribution under the plan on account of such claim or equity interest, the Bankruptcy Code deems such holder to have rejected the plan and provides that the holder of such claim or equity interest is not entitled to vote on the plan. If the claim or equity interest is not impaired, the Bankruptcy Code conclusively presumes that the holder of such claim or equity interest has accepted the plan and provides that the holder is not entitled to vote on the plan.

Except as otherwise provided in the Disclosure Statement Order, the holder of a Claim or Interest against one or more Debtors that is “impaired” under the Plan is entitled to vote to accept or reject the Plan if (a) the Plan provides a Distribution in respect of such Claim or Interest; and (b) the Claim has been scheduled by the appropriate Debtor (and is not scheduled as disputed, contingent or unliquidated), the holder of such Claim has timely Filed a proof of claim or a proof of claim was deemed timely Filed by an order of the Bankruptcy Court prior to the Voting Deadline.

AS SET FORTH IN THE CONFIRMATION HEARING NOTICE AND IN THE DISCLOSURE STATEMENT ORDER, HOLDERS OF DISPUTED, CONTINGENT OR UNLIQUIDATED CLAIMS MUST FILE A MOTION TO HAVE THEIR CLAIMS TEMPORARILY ALLOWED FOR VOTING PURPOSES SO THAT IT IS RECEIVED BY THE LATER OF: (a) JUNE 15, 2016; OR (b) TEN DAYS AFTER THE DATE OF SERVICE OF A NOTICE OF OBJECTION, IF ANY, TO SUCH CLAIM.

A vote on the Plan may be disregarded if the Bankruptcy Court determines, pursuant to section 1126(e) of the Bankruptcy Code, that it was not solicited or procured in good faith or in accordance with the provisions of the Bankruptcy Code. The Disclosure Statement Order also sets forth assumptions and procedures for determining the amount of Claims that each creditor is entitled to vote in these Chapter 11 Cases and how votes will be counted under various scenarios.

C. Vote Required for Acceptance by a Class

A Class of Claims will have accepted the Plan if it is accepted by at least two-thirds in amount and more than one-half in number of the Allowed Claims in such Class that have voted on the Plan in accordance with the Disclosure Statement Order.

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VII.

CONFIRMATION OF THE PLAN

A. Confirmation Hearing

The Bankruptcy Code requires the Bankruptcy Court, after notice, to conduct a hearing at which it will hear objections (if any) and consider evidence with respect to whether the Plan should be confirmed. At the Confirmation Hearing, the Bankruptcy Court will confirm the Plan only if all of the requirements of section 1129 of the Bankruptcy Code, described below, are met.

The Confirmation Hearing has been scheduled to begin on July 7, 2016 at 10:00 a.m., prevailing Eastern Time, before the Honorable Kevin R. Huennekens, United States Bankruptcy Judge for the Eastern District of Virginia, in a courtroom to be determined at the United States Bankruptcy Court for the Eastern District of Virginia, located at 701 East Broad Street, Richmond, Virginia 23219. The Confirmation Hearing may be adjourned from time to time by the Bankruptcy Court without further notice, except for an announcement of the adjourned date made at the Confirmation Hearing.

B. Deadline to Object to Confirmation

Objections, if any, to the Confirmation of the Plan must: (a) be in writing; (b) state the name and address of the objecting party and the nature of the Claim or Interest of such party; (c) state with particularity the basis and nature of any objection; and (d) be filed with the Bankruptcy Court and served on the following parties so that they are received no later than June 29, 2016:

• the Debtors, c/o Alpha Natural Resources, Inc., One Alpha Place, P.O. Box 16429, Bristol, Virginia 24209 (Attn: Mark M. Manno, Esq., General Counsel);

• counsel to the Debtors, Jones Day, North Point, 901 Lakeside Avenue, Cleveland, Ohio 44114 (Attn: David G. Heiman, Esq., Carl E. Black, Esq. and Thomas A. Wilson, Esq.) and Jones Day, 1420 Peachtree Street, N.E., Suite 800, Atlanta, Georgia 30309 (Attn: Jeffrey B. Ellman);

• co-counsel to the Debtors, Hunton & Williams LLP, Riverfront Plaza, East Tower, 951 East Byrd Street, Richmond, Virginia 23219 (Attn: Tyler P. Brown, Esq. and Henry P. (Toby) Long, Esq.);

• the Office of the United States Trustee, 101 West Lombard Street, Suite 2625, Baltimore, Maryland 21201 (Attn: Hugh M. Bernstein, Esq.);

• counsel to the Creditors’ Committee, Milbank, Tweed, Hadley & McCloy LLP, 28 Liberty Street, New York, New York 10005 (Attn: Dennis F. Dunne, Esq., Evan R. Fleck, Esq. and Eric K. Stodola, Esq.) and Sands Anderson PC, 1111 East Main Street (23219), P.O. Box 1998, Richmond, Virginia 23218 (Attn: William A. Gray, Esq. and W. Ashley Burgess, Esq.);

• counsel to the Retiree Committee, Tavenner & Beran, PLC, 20 North Eighth Street, Second Floor, Richmond, Virginia 23219 (Attn: Lynn Lewis Tavenner, Esq., Paula S. Beran, Esq. and David N. Tabakin, Esq.) and Harman, Claytor, Corrigan & Wellman, P.O. Box 70280, Richmond, Virginia 23235 (Attn: John R. Owen, Esq. and Jeremy D. Capps, Esq.);

• counsel to Citibank, N.A., as administrative and collateral agent under the Debtors’ postpetition secured credit facility, and Citicorp North America, Inc., as administrative and collateral agent under the Debtors’ prepetition secured credit facility, Davis Polk &

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Wardwell LLP, 450 Lexington Avenue, New York, New York 10017 (Attn: Damian S. Schaible, Esq., Damon P. Meyer, Esq. and Bradley A. Schecter, Esq.) and McGuireWoods LLP, 800 East Canal Street, Richmond, Virginia 23219 (Attn: Dion W. Hayes, Esq. and Sarah B. Boehm, Esq.);

• counsel to the ad hoc group of holders of Second Lien Notes, Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022 (Attn: Paul M. Basta, Esq. and Stephen E. Hessler, Esq.), and Kutak Rock LLP, 1111 East Main Street, Suite 800, Richmond, Virginia 23219 (Attn: Michael A. Condyles, Esq. and Peter J. Barrett, Esq.);

• counsel to the Second Lien Notes Trustee, Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038 (Attn: Jayme T. Goldstein, Esq., Kenneth Pasquale, Esq. and Gabriel E. Sasson, Esq.) and Kutak Rock, LLP, 1111 East Main Street, Suite 800, Richmond, Virginia 23219 (Attn: Peter J. Barrett, Esq. and Jeremy S. Williams, Esq.); and

• counsel to the UMWA, Saul Ewing LLP, One Riverfront Plaza, Suite 1520, 1037 Raymond Boulevard, Newark, New Jersey 07102 (Attn: Sharon L. Levine, Esq.) and Kaplan Voekler Cunningham & Frank, PLC, 1401 East Cary Street, Richmond, Virginia 23219 (Attn: Troy Savenko, Esq.).

C. Requirements for Confirmation of the Plan

Among the requirements for Confirmation of the Plan are that the Plan (a) is accepted by all impaired Classes of Claims and Interests or, if rejected by an impaired Class, that the Plan “does not discriminate unfairly” and is “fair and equitable” as to such Class, (b) is feasible and (c) is in the “best interests” of creditors and stockholders that are impaired under the Plan.

1. Requirements of Section 1129(a) of the Bankruptcy Code

A moneyed, business or commercial corporation or trust must satisfy the following requirements pursuant to section 1129(a) of the Bankruptcy Code before the Bankruptcy Court may confirm its plan of reorganization.

• The plan complies with the applicable provisions of the Bankruptcy Code.

• The proponent(s) of the plan complies with the applicable provisions of the Bankruptcy Code.

• The plan has been proposed in good faith and not by any means forbidden by law.

• Any payment made or to be made by a proponent, by the debtor or by a person issuing securities or acquiring property under a plan, for services or for costs and expenses in or in connection with the case, or in connection with the plan and incident to the case, has been approved by, or is subject to the approval of, the Bankruptcy Court as reasonable.

• The proponent(s) of a plan has disclosed the identity and affiliations of any individual proposed to serve, after confirmation of the plan, as a director, officer or voting trustee of the debtor, an affiliate of the debtor participating in a joint plan with the debtor or a successor to the debtor under the plan, and the appointment to, or continuance in, such office of such individual must be consistent with the interests of creditors and equity security holders and with public policy.

• The proponent(s) of the plan has disclosed the identity of any insider (as defined in section 101 of the Bankruptcy Code) that will be employed or retained by the reorganized debtor, and the nature of any compensation for such insider.

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• Any governmental regulatory commission with jurisdiction, after confirmation of the plan, over the rates of the debtor has approved any rate change provided for in the plan, or such rate change is expressly conditioned on such approval.

• With respect to each impaired Class of claims or interests:

• each holder of a claim or interest of such class: (a) has accepted the plan; or (b) will receive or retain under the plan, on account of such claim or interest, property of a value, as of the effective date of the plan, that is not less than the amount that such holder would so receive or retain if the debtor were liquidated under chapter 7 of the Bankruptcy Code on such date; or

• if section 1111(b)(2) of the Bankruptcy Code applies to the claims of such class, each holder of a claim of such Class will receive or retain under the plan, on account of such claim, property of a value, as of the effective date of the plan, that is not less than the value of such holder’s interest in the estate’s interest in the property that secures such claims.

• With respect to each Class of claims or interests, such Class (a) has accepted the plan or (b) is not impaired under the plan (subject to the “cramdown” provisions discussed in Section VII.C.4).

• Except to the extent that the holder of a particular claim has agreed to a different treatment of such claim, the plan provides that:

• with respect to a claim of a kind specified in sections 507(a)(2) or 507(a)(3) of the Bankruptcy Code, on the effective date of the plan, the holder of the claim will receive on account of such claim cash equal to the allowed amount of such claim;

• with respect to a Class of claim of the kind specified in sections 507(a)(1), 507(a)(4), 507(a)(5), 507(a)(6) or 507(a)(7) of the Bankruptcy Code, each holder of a claim of such Class will receive: (a) if such Class has accepted the plan, deferred cash payments of a value, on the effective date of the plan, equal to the allowed amount of such claim; or (b) if such Class has not accepted the plan, cash on the effective date of the plan equal to the allowed amount of such claim;

• with respect to a claim of a kind specified in section 507(a)(8) of the Bankruptcy Code, the holder of such claim will receive on account of such claim, regular installment payments in cash of a total value, as of the effective date of the plan, equal to the allowed amount of such claim over a period ending not later than five years after the date of the order for relief under section 301, 302 or 303 of the Bankruptcy Code and in a manner not less favorable than the most favored nonpriority unsecured claim provided for by the plan (other than cash payments made to a Class of creditors under section 1122(b) of the Bankruptcy Code); and

• with respect to a secured claim which would otherwise meet the description of an unsecured claim of a governmental unit under section 507(a)(8) of the Bankruptcy Code but for the secured status of that claim, the holder of that claim will receive, on account of that claim, cash payments in the same manner and over the same period as prescribed in the immediately preceding bullet point above.

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• If a Class of claims is impaired under the plan, at least one Class of claims that is impaired under the plan has accepted the plan, determined without including any acceptance of the plan by any insider (as defined in section 101 of the Bankruptcy Code).

• Confirmation of the plan is not likely to be followed by the liquidation, or the need for further financial reorganization, of the debtor or any successor to the debtor under the plan, unless such liquidation or reorganization is proposed in the plan.

• All fees payable under 28 U.S.C. § 1930, as determined by the Bankruptcy Court at the hearing on confirmation of the plan, have been paid or the plan provides for the payment of all such fees on the effective date of the plan.

• The plan provides for the continuation after its effective date of payment of all retiree benefits, as that term is defined in section 1114 of the Bankruptcy Code, at the level established pursuant to subsection (e)(1)(b) or subsection (g) of section 1114 of the Bankruptcy Code, at any time prior to confirmation of the plan, for the duration of the period the debtor has obligated itself to provide such benefits.

The Debtors believe that the Plan meets all the applicable requirements of section 1129(a) of the Bankruptcy Code other than those pertaining to voting, which has not yet taken place.

2. Best Interests of Creditors

Section 1129(a)(7) of the Bankruptcy Code requires that any holder of an impaired claim or interest voting against a proposed plan of reorganization must be provided in the plan with a value, as of the effective date of the plan, at least equal to the value that the holder would receive if the debtor’s assets were liquidated under chapter 7 of the Bankruptcy Code. To determine what the Holders of Claims and Interests in each impaired Class would receive if the Debtors’ assets were liquidated, the Bankruptcy Court must determine the dollar amount that would be generated from a liquidation of the Debtors’ assets in the context of a hypothetical liquidation. Such a determination must take into account the fact that secured claims, and any administrative claims resulting from the original chapter 11 cases and from the chapter 7 cases, would have to be paid in full from the liquidation proceeds before the balance of those proceeds were made available to pay unsecured creditors and make distributions (if any) to holders of claims and interests.

In support of the Debtors’ belief that the Holders of Claims and Interests in each impaired Class will receive at least as much under the Plan than if the Debtors’ assets were liquidated, annexed to this Disclosure Statement as Exhibit C is a liquidation analysis prepared by the Debtors with the assistance of professionals of the Debtors (the “Liquidation Analysis”) that assumes that the Chapter 11 Cases were converted to chapter 7 cases and each Debtor’s assets were liquidated under the direction of a chapter 7 trustee. THIS LIQUIDATION ANALYSIS HAS BEEN PREPARED SOLELY FOR USE IN THIS DISCLOSURE STATEMENT AND DOES NOT REPRESENT VALUES THAT ARE APPROPRIATE FOR ANY OTHER PURPOSE. NOTHING CONTAINED IN THE LIQUIDATION ANALYSIS IS INTENDED TO BE OR CONSTITUTES A CONCESSION BY OR ADMISSION OF ANY DEBTOR FOR ANY PURPOSE. The assumptions used in developing the Liquidation Analysis are inherently subject to significant uncertainties and contingencies, many of which would be beyond the control of the Debtors or a chapter 7 trustee. Accordingly, there can be no assurances that the values assumed in the Liquidation Analysis would be realized if the Debtors were actually liquidated. In addition, any liquidation would take place in the future, at which time circumstances may exist that cannot presently be predicted. A description of the procedures followed and the assumptions and qualifications made by the Debtors in connection with the Liquidation Analysis are set forth in the notes thereto.

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3. Feasibility

In connection with Confirmation of the Plan, the Bankruptcy Court must determine that the Plan is feasible in accordance with section 1129(a)(11) of the Bankruptcy Code (which section requires that the Confirmation of the Plan is not likely to be followed by the liquidation or the need for further financial reorganization of the Debtors). The Debtors believe that the Reorganized Debtors will be able to perform their obligations under the Plan and continue to operate their businesses without further financial reorganization or liquidation.

To support the Debtors’ belief that the Plan is feasible, the Debtors have prepared the projections for the Reorganized Debtors and NewCo, as set forth in Exhibit D and Exhibit E, respectively, to this Disclosure Statement and discussed in greater detail in Section IX below.

THE PROJECTIONS WERE NOT PREPARED WITH A VIEW TOWARD COMPLIANCE WITH THE GUIDELINES ESTABLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS OR THE FINANCIAL ACCOUNTING STANDARDS BOARD, OR THE RULES AND REGULATIONS OF THE SEC. FURTHERMORE, THE PROJECTIONS HAVE NOT BEEN AUDITED, REVIEWED OR SUBJECTED TO ANY PROCEDURES DESIGNED TO PROVIDE ANY LEVEL OF ASSURANCE BY THE DEBTORS’ INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS. ALTHOUGH PRESENTED WITH NUMERICAL SPECIFICITY, THE PROJECTIONS ARE BASED UPON A VARIETY OF ESTIMATES AND ASSUMPTIONS, WHICH, ALTHOUGH CONSIDERED REASONABLE BY MANAGEMENT, MAY NOT BE REALIZED, AND ARE SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC AND COMPETITIVE UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE DEBTORS’ MANAGEMENT. CONSEQUENTLY, THE PROJECTIONS SHOULD NOT BE REGARDED AS A REPRESENTATION OR WARRANTY BY THE DEBTORS, OR ANY OTHER ENTITY, AS TO THE ACCURACY OF THE PROJECTIONS, OR THAT THE PROJECTIONS WILL BE REALIZED. ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE PRESENTED IN THESE PROJECTIONS. FOR FURTHER INFORMATION ON THE ASSUMPTIONS UNDERLYING THE PROJECTIONS, PLEASE REFER TO THE NARRATIVE AND NOTES TO EXHIBIT D OR EXHIBIT E TO THIS DISCLOSURE STATEMENT, AS APPLICABLE.

4. Requirements of Section 1129(b) of the Bankruptcy Code

The Bankruptcy Code permits confirmation of a plan even if it is not accepted by all impaired classes, as long as (a) the plan otherwise satisfies the requirements for confirmation, (b) at least one impaired Class of claims has accepted the plan without taking into consideration the votes of any insiders in such Class and (c) the plan is “fair and equitable” and does not “discriminate unfairly” as to any impaired Class that has not accepted the plan. These so-called “cramdown” provisions are set forth in section 1129(b) of the Bankruptcy Code.

a. Fair and Equitable

The Bankruptcy Code establishes different “cramdown” tests for determining whether a plan is “fair and equitable” to dissenting impaired classes of secured creditors, unsecured creditors and equity interest holders, as follows:

• Secured Creditors. A plan is fair and equitable to a Class of secured claims that rejects the plan if the plan provides: (a) that each holder of a secured claim included in the rejecting Class (i) retains the liens securing its claim to the extent of the allowed amount of such claim, whether the property subject to those liens is retained by the debtor or transferred to another entity and (ii) receives on account of its secured claim deferred cash payments having a present value, as of the effective date of the plan, at least equal to such holder’s interest in the estate’s interest in such property; (b) that each holder of a secured claim included in the rejecting Class realizes the “indubitable equivalent” of its allowed secured claim; or (c) for the sale, subject to section 363(k) of the Bankruptcy Code, of any property that is subject to the liens securing the claims included in the rejecting class, free and clear of such liens with such liens to attach to the proceeds of the sale, and the treatment of such liens on proceeds in accordance with clause (a) or (b) of this paragraph.

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• Unsecured Creditors. A plan is fair and equitable as to a Class of unsecured claims that rejects the plan if the plan provides that: (a) each holder of a claim included in the rejecting Class receives or retains under the plan property of a value, as of the effective date of the plan, equal to the amount of its allowed claim; or (b) the holders of claims and interests that are junior to the claims of the rejecting Class will not receive or retain any property under the plan on account of such junior claims or interests.

• Holders of Interests. A plan is fair and equitable as to a Class of interests that rejects the plan if the plan provides that: (a) each holder of an equity interest included in the rejecting Class receives or retains under the plan property of a value, as of the effective date of the plan, equal to the greatest of the allowed amount of (i) any fixed liquidation preference to which such holder is entitled, (ii) any fixed redemption price to which such holder is entitled or (iii) the value of the interest; or (b) the holder of any interest that is junior to the interests of the rejecting Class will not receive or retain any property under the plan on account of such junior interest.

The Debtors believe the Plan is fair and equitable as to: (a) Holders of Secured Claims because the Plan provides each Holder of a Secured Claim in Classes that are impaired under the Plan with the indubitable equivalent of its Allowed Secured Claim; and (b) Holders of General Unsecured Claims and Holders of Interests because no Holders of Claims or Interests junior to such parties are receiving any distributions under the Plan on account of such claims or interests.

b. Unfair Discrimination

A plan of reorganization does not “discriminate unfairly” if a dissenting Class is treated substantially equally with respect to other similarly situated classes, and no Class receives more than it is legally entitled to receive for its claims or interests. The Debtors carefully designed the Plan, including calculating the distributions to Holders of General Unsecured Claims against each of the Debtors, to ensure recoveries on account of Claims in a particular Class against each of the Debtors did not result in unfair discrimination among similarly situated Classes. Therefore, the Debtors do not believe that the Plan discriminates unfairly against any impaired Class of Claims or Interests.

The Debtors believe that the Plan and the treatment of all Classes of Claims and Interests under the Plan satisfy the foregoing requirements for “cramdown,” or non-consensual Confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code.

D. Standards Applicable to Certain Releases

Section III.E.6 of the Plan provides for releases of certain claims against certain parties listed in the Plan (the “Released Parties”) in consideration of services provided to the Debtors and the contributions made by the Released Parties to the Chapter 11 Cases. The Released Parties are, collectively and individually, and, in each case, solely in their capacity as such: (a) the Debtors; (b) the Estates, (c) the Reorganized Debtors; (d) the DIP Agents; (e) the DIP Lenders; (f) the First Lien Agent; (g) the First Lien Lenders; (h) the Creditors’ Committee and its members; (i) the Massey Convertible Notes Trustee; (j) the Second Lien Parties; (k) NewCo; (l) the Unsecured Notes Indenture Trustee; and (m) with respect to (a) through (l), each such Person’s respective Representatives and affiliates. Releases are granted, to the fullest extent permissible under law, by each holder of a Claim or Interest to the Released Parties and by the Released Parties to one another, as set forth in Section III.E.6 of the Plan and disclosed herein in Section VIII.A.6.

The Debtors believe that the releases set forth in the Plan are appropriate because, among other things, the releases are narrowly tailored, and each of the Released Parties has provided value to the Debtors and aided in the reorganization process, including, with respect to certain Released Parties, by providing financing pursuant to the

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DIP Credit Agreements, which greatly increased the value of the Debtors’ estates and has facilitated the Debtors’ ability to propose and pursue confirmation of the Plan in a highly value-maximizing and efficient manner. In addition, each of the non-Debtor Released Parties played a substantial role in formulating and negotiating the Plan. Accordingly, the Debtors contend that the circumstances of the Chapter 11 Cases satisfy the requirements for such releases.

VIII.

MEANS OF IMPLEMENTATION OF THE PLAN

A. Effect of Confirmation of the Plan

1. Dissolution of Official Committees

On the Effective Date, the Official Committees, to the extent not previously dissolved, will dissolve, and the members of the Official Committees and their respective Professionals will cease to have any role arising from or related to the Chapter 11 Cases and will be released and discharged of and from all further duties, responsibilities and obligations relating to or arising in connection with the Chapter 11 Cases. The Professionals retained by the Official Committees and the respective members thereof shall not be entitled to assert any Fee Claims for any services rendered or expenses incurred after the Effective Date, except, to the extent allowable under applicable law, for reasonable fees for services rendered, and actual and necessary expenses incurred, in connection with any final applications for allowance of compensation and reimbursement of expenses of the members of or Professionals to the Official Committees Filed and served after the Effective Date in accordance with the Plan. In accordance with the terms and conditions of the Global Settlement Term Sheet, no party to the Global Settlement shall have the right to, or shall otherwise be permitted to, object to Fee Claims asserted by the Professionals retained by the Creditors’ Committee, unless objecting based solely on the reasonableness of the applicable fees and expenses as provided for in the Global Settlement Term Sheet.

2. Preservation of Rights of Action by the Debtors and the Reorganized Debtors; Recovery Actions

Except as otherwise provided in the Plan, the Global Settlement Stipulation, any contract, instrument, release or other agreement entered into or delivered in connection with the Plan, or any Final Order of the Bankruptcy Court, in accordance with section 1123(b)(3)(b) of the Bankruptcy Code, the Reorganized Debtors will retain and may enforce any claims, demands, rights, defenses and Causes of Action (including any (a) Recovery Actions and (b) Causes of Action identified on the Schedule of any Debtor) that the Debtors or the Estates may hold against any Person.

3. Comprehensive Settlement of Claims and Controversies

Pursuant to Bankruptcy Rule 9019 and in consideration for the Distributions and other benefits provided under the Plan, the provisions of the Plan will constitute a good faith compromise and settlement of all claims or controversies relating to the rights that a holder of a Claim (including Prepetition Intercompany Claims) or Interest may have with respect to any Allowed Claim or Allowed Interest or any Distribution to be made pursuant to the Plan on account of any Allowed Claim. The entry of the Confirmation Order will constitute the Bankruptcy Court’s approval, as of the Effective Date, of the compromise or settlement of all such claims or controversies and the Bankruptcy Court’s finding that all such compromises or settlements, including the Global Settlement, the First Lien Lender Settlement, the Second Lien Noteholder Settlement, the Unencumbered Assets Settlement, the Diminution Claim Allowance Settlement and the Resolution of Reclamation Obligations, are (a) in the best interests of the Debtors, the Reorganized Debtors, the Estates and their respective property and Claim and Interest holders and (b) fair, equitable and reasonable.

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4. Discharge of Claims and Termination of Interests

a. Complete Satisfaction, Discharge and Release

Except as provided in the Plan or in the Confirmation Order, the rights afforded under the Plan and the treatment of Claims and Interests under the Plan will be in exchange for and in complete satisfaction, discharge and release of all Claims and termination of all Interests arising on or before the Effective Date, including any interest accrued on Claims from and after the Petition Date. Except as provided in the Plan or in the Confirmation Order, Confirmation will, as of the Effective Date and immediately after cancellation of the Old Common Stock of ANR: (a) discharge the Debtors from all Claims or other debts that arose on or before the Effective Date, including any Black Lung Claims, and all debts of the kind specified in section 502(g), 502(h) or 502(i) of the Bankruptcy Code, whether or not (i) a proof of Claim based on such debt is Filed or deemed Filed pursuant to section 501 of the Bankruptcy Code, (ii) a Claim based on such debt is allowed pursuant to section 502 of the Bankruptcy Code or (iii) the holder of a Claim based on such debt has accepted the Plan; and (b) terminate all Interests and other rights of holders of Interests in the Debtors.

b. Discharge and Termination

In accordance with Section III.E.4.a of the Plan, except as provided in the Plan, the Confirmation Order will be a judicial determination, as of the Effective Date and immediately after the cancellation of the Old Common Stock of ANR, but prior to the issuance of the Reorganized ANR Common Stock, of a discharge of all Claims and other debts and Liabilities against the Debtors, including Black Lung Claims, and a termination of all Interests and other rights of the holders of Interests in the Debtors, pursuant to sections 524(a)(1), 524(a)(2) and 1141(d) of the Bankruptcy Code, and such discharge will void any judgment obtained against the Debtors at any time, to the extent that such judgment relates to a discharged Claim or terminated Interest.

5. Injunction

On the Effective Date, except as otherwise provided herein or in the Confirmation Order:

a. All Persons who have been, are or may be holders of (a) Claims, including Claims related to Black Lung Benefits, or (b) Interests, shall be enjoined from taking any of the following actions against or affecting any Released Party, or the respective Assets or property thereof, with respect to such Claims or Interests (other than actions brought to enforce any rights or obligations under the Plan and appeals, if any, from the Confirmation Order):

i. commencing, conducting or continuing in any manner, directly or indirectly, any suit, action or other proceeding of any kind against any Released Party, or the respective assets or property thereof;

ii. enforcing, levying, attaching, collecting or otherwise recovering by any manner or means, directly or indirectly, any judgment, award, decree or order against any Released Party, or the respective assets or property thereof;

iii. creating, perfecting or otherwise enforcing in any manner, directly or indirectly, any Lien against any Released Party, or the respective assets or property thereof other than as contemplated by the Plan;

iv. asserting any setoff, right of subrogation or recoupment of any kind, directly or indirectly, against any obligation due a Released Party, or the respective assets or property thereof; and

v. proceeding in any manner in any place whatsoever that does not conform to or comply with the provisions of the Plan or the settlements set forth therein to the extent such settlements have been approved by the Bankruptcy Court in connection with Confirmation of the Plan.

b. All Persons that have held, currently hold or may hold any Liabilities released or exculpated pursuant to Sections III.E.6 and III.E.7 of the Plan, respectively, will be permanently enjoined from taking any of the following actions against any Released Party or its property on account of such released Liabilities: (a) commencing, conducting or continuing in any manner, directly or indirectly, any suit, action or other proceeding of any kind; (b) enforcing, levying, attaching, collecting or otherwise recovering by any manner or means, directly or indirectly, any judgment, award, decree or order; (c) creating, perfecting or otherwise enforcing in any manner, directly or indirectly, any Lien; (d) except as provided in the Plan, asserting any setoff, right of subrogation or recoupment of any kind, directly or indirectly, against any obligation due a Released Party; and (e) commencing or continuing any action, in any manner, in any place that does not comply with or is inconsistent with the provisions of the Plan.

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6. Releases

a. General Releases by Debtors and Reorganized Debtors

Without limiting any other applicable provisions of, or releases contained in, the Plan, as of the Effective Date the Debtors and the Reorganized Debtors, on behalf of themselves and their affiliates, the Estates and their respective successors, assigns and any and all Persons who may purport to claim by, through, for or because of them, will forever release, waive and discharge all Liabilities that they have, had or may have against any Released Party except with respect to obligations arising under the Plan, the Global Settlement or the Resolution of Reclamation Obligations; provided, however, that the foregoing provisions shall not affect the liability of any Released Party that otherwise would result from any act or omission to the extent that act or omission subsequently is determined in a Final Order to have constituted gross negligence or willful misconduct.

b. General Releases by Holders of Claims or Interests

Without limiting any other applicable provisions of, or releases contained in, the Plan, as of the Effective Date, in consideration for the obligations of the Debtors and the Reorganized Debtors under the Plan and the consideration and other contracts, instruments, releases, agreements or documents to be entered into or delivered in connection with the Plan, each holder of a Claim, to the fullest extent permissible under law, will be deemed to forever release, waive and discharge all Liabilities in any way relating to a Debtor, the Chapter 11 Cases, the Estates, the Plan, the Confirmation Exhibits or this Disclosure Statement that such Person has, had or may have against any Released Party (which release will be in addition to the discharge of Claims and termination of Interests provided herein and under the Confirmation Order and the Bankruptcy Code); provided, however, that the foregoing provisions shall not affect any rights to enforce the Plan, the Global Settlement Stipulation, the Resolution of Reclamation Obligations or the other contracts, instruments, releases, agreements or documents to be, or previously, entered into or delivered in connection with the Plan.

c. Release of Released Parties by Other Released Parties

From and after the Effective Date, except with respect to obligations arising under the Plan, the Global Settlement Stipulation or the Resolution of Reclamation Obligations, or assumed thereunder, to the fullest extent permitted by applicable law, the Released Parties shall release one another from any and all Liabilities that any Released Party is entitled to assert against any other Released Party in any way relating to: (a) any Debtor; (b) the Chapter 11 Cases; (c) the Estates; (d) the formulation, preparation, negotiation, dissemination, implementation, administration, confirmation or consummation of any of the Plan (or the property to be distributed under the Plan), the Confirmation Exhibits, this Disclosure Statement, the Global Settlement Stipulation, the First Lien Lender Settlement, the Second Lien Noteholder Settlement, the Resolution of Reclamation Obligations, any contract, employee pension or other benefit plan, instrument, release or other agreement or document related to any Debtor, the Chapter 11 Cases or the Estates created, modified, amended, terminated or entered into in connection with either the Plan or any agreement between the Debtors and any Released Party; (e) the process of marketing, selling and disposing of Assets pursuant to the Sale Orders, the De Minimis Sale Order or other orders entered by the Bankruptcy Court in the Chapter 11 Cases approving the sale or other disposition of Assets, including in connection with the NewCo Asset Sale; or (f) any other act taken or omitted to be taken in connection with the Chapter 11 Cases; provided, however, that the foregoing provisions shall not affect the liability of any Released Party that otherwise would result from any act or omission to the extent that act or omission is determined in a Final Order to have constituted gross negligence or willful misconduct.

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d. Waiver of Claims Against Holders of Allowed Category 1 General Unsecured Claims

Without limiting any other applicable provisions of, or releases contained in, the Plan, as of the Effective Date, each of the Debtors, the First Lien Lenders, the First Lien Agent and NewCo (and, in each case, any successor in interest thereto, including the Reorganized Debtors) shall waive (a) any and all causes of action against holders of Allowed Category 1 General Unsecured Claims, including with respect to any Causes of Action under chapter 5 of the Bankruptcy Code only the Designated Chapter 5 Causes of Action, and (b) to the extent not otherwise waived pursuant to the foregoing, any and all Causes of Action under chapter 5 of the Bankruptcy Code against any and all Persons to the extent that any such Cause of Action would, if successfully pursued, result in any such Person being the holder of an Allowed Category 1 General Unsecured Claim (or that would result in the holder of an Allowed Category 1 General Unsecured Claim having an increased or additional Allowed Category 1 General Unsecured Claim); provided, however, that the foregoing shall not (a) limit the rights of the Debtors (or any successor in interest thereto, including any Reorganized Debtor) to assert any and all defenses, including setoff, other than defenses based solely on any Causes of Action under chapter 5 of the Bankruptcy Code (including Designated Chapter 5 Causes of Action) waived hereunder, to any claims made or that may be made by holders of Category 1 General Unsecured Claims against the Debtors or the Reorganized Debtors or (b) limit the rights of any party under any Executory Contract or Unexpired Lease assumed in the Chapter 11 Cases.

7. Exculpation

From and after the Effective Date, the Released Parties shall neither have nor incur any liability to any Person for any act taken or omitted to be taken in connection with the Debtors’ restructuring, including the formulation, negotiation, preparation, dissemination, implementation, Confirmation or approval of the Plan (or the Distributions under the Plan), the Confirmation Exhibits, this Disclosure Statement, the Global Settlement Stipulation, the First Lien Lender Settlement, the Second Lien Noteholder Settlement, the Resolution of Reclamation Obligations or any contract, employee pension or other benefit plan, instrument, release or other agreement or document provided for or contemplated in connection with the consummation of the transactions set forth in the Plan; provided, however, that this section shall not apply to the obligations arising under the Plan, the obligations assumed thereunder, the Global Settlement Stipulation or the Resolution of Reclamation Obligations; and provided further that the foregoing provisions shall not affect the liability of any Person that otherwise would result from any act or omission to the extent that act or omission is determined in a Final Order to have constituted gross negligence or willful misconduct. Any of the foregoing parties in all respects shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan.

8. Termination of Certain Subordination Rights and Settlement of Related Claims and Controversies

a. Termination

The classification and manner of satisfying all Claims and Interests under the Plan take into consideration all subordination rights, whether arising under general principles of equitable subordination, contract, section 510(c) of the Bankruptcy Code or otherwise, that a holder of a Claim or Interest may have against other Claim or Interest holders with respect to any Distribution made pursuant to the Plan. All subordination rights that a holder of a Claim may have with respect to any Distribution to be made pursuant to the Plan shall be released and terminated, and all actions related to the enforcement of such subordination rights shall be permanently enjoined. Accordingly, Distributions pursuant to the Plan to holders of Allowed Claims shall not be subject to payment to a beneficiary of such terminated subordination rights or to levy, garnishment, attachment or other legal process by a beneficiary of such terminated subordination rights.

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b. Settlement

Pursuant to Bankruptcy Rule 9019 and in consideration for the Distributions and other benefits provided under the Plan, the provisions of the Plan shall constitute a good faith compromise and settlement of all claims or controversies relating to the subordination rights that a holder of a Claim may have with respect to any Allowed Claim or any Distribution to be made pursuant to the Plan on account of any Allowed Claim. The entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, as of the Effective Date, of the compromise or settlement of all such claims or controversies and the Bankruptcy Court’s finding that such compromise or settlement is in the best interests of the Debtors and their respective property and Claim and Interest holders and is fair, equitable and reasonable.

9. Liabilities Under Single-Employer Defined Benefit Pension Plans Not Terminated Prior to the Confirmation Date

Notwithstanding anything to the contrary in the Plan, if any single-employer defined benefit Pension Plan does not terminate prior to the Confirmation Date, liabilities under such Pension Plan (including under (a) 29 U.S.C. § 1362(b) for unfunded benefit liabilities of such Pension Plan, (b) 29 U.S.C. § 1362(c) for due and unpaid employer contributions to such Pension Plan and (c) 29 U.S.C. § 1307 for premiums) shall be liabilities of the Reorganized Debtors and shall otherwise be unaffected by Confirmation, and such liabilities shall not be discharged, released or otherwise affected by the Plan.

B. Continued Corporate Existence and Vesting of Assets

Except as otherwise provided in the Plan (including with respect to the Restructuring Transactions described in Section IV.B of the Plan): (a) on or before the Effective Date, Reorganized ANR will be incorporated and shall exist as a separate corporate entity, with all corporate powers in accordance with state law and the certificates of incorporation and bylaws attached to the Plan as Exhibits IV.E.1.a and IV.E.1.b; (b) each Debtor will, as a Reorganized Debtor, continue to exist after the Effective Date as a separate legal entity, with all of the powers of such a legal entity under applicable law and without prejudice to any right to alter or terminate such existence (whether by merger, dissolution or otherwise) under applicable state law; and (c) on the Effective Date, all property of the Estate of each Debtor, and any property acquired by a Debtor or Reorganized Debtor under the Plan, including the First Lien Lender Exit Contribution, will vest, subject to the Restructuring Transactions, in the applicable Reorganized Debtor free and clear of all Claims, Liens, charges, Liabilities or Black Lung Claims, other encumbrances, Interests and other interests. On and after the Effective Date, each Reorganized Debtor may operate its business and may use, acquire and dispose of property and compromise or settle any claims without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules, other than those restrictions expressly imposed by the Plan or the Confirmation Order. Without limiting the foregoing, each Reorganized Debtor may pay the charges that it incurs on or after the Effective Date for Professionals’ fees, disbursements, expenses or related support services (including fees relating to the preparation of Professional fee applications) without application to, or the approval of, the Bankruptcy Court. For the avoidance of doubt, the assets to be contributed to the Reorganized Debtors pursuant to the Plan shall not include (a) the NewCo Assets subject to the NewCo Asset Sale or (b) any other Assets subject to an asset sale consummated on or prior to the Effective Date pursuant to a Sale Order.

C. Restructuring Transactions

1. Restructuring Transactions Generally

On or after the Confirmation Date, the applicable Debtors or Reorganized Debtors may enter into such Restructuring Transactions and may take such actions as the Debtors or Reorganized Debtors may determine to be necessary or appropriate to effect, in accordance with applicable nonbankruptcy law, a corporate restructuring of their respective businesses or simplify the overall corporate structure of the Reorganized Debtors and the NewCo Asset Sale, including but not limited to the Restructuring Transactions identified on Exhibit IV.B.1 to the Plan, all to the extent not inconsistent with any other terms of the Plan. Unless otherwise provided by the terms of a Restructuring Transaction, all such Restructuring Transactions will be deemed to occur on the Effective Date and may include one or more mergers, consolidations, restructurings, reorganizations, transfers, dispositions (including,

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for the avoidance of doubt, any asset dispositions closing under or in connection with the Plan in connection with any Core Asset Sale Order, including the NewCo Asset Sale), conversions, liquidations or dissolutions, as may be determined by the Debtors or the Reorganized Debtors to be necessary or appropriate. The actions to effect these transactions may include: (a) the execution and delivery of appropriate agreements or other documents of merger, consolidation, restructuring, reorganization, transfer, disposition, conversion, liquidation or dissolution containing terms that are consistent with the terms of the Plan and that satisfy the requirements of applicable state law and such other terms to which the applicable entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption or delegation of any asset, property, right, liability, duty or obligation on terms consistent with the terms of the Plan and having such other terms to which the applicable entities may agree; (c) the filing of appropriate certificates or articles of merger, consolidation, dissolution or change in corporate form pursuant to applicable state law; and (d) the taking of all other actions that the applicable entities determine to be necessary or appropriate, including (i) making filings or recordings that may be required by applicable state law in connection with such transactions amd (ii) any appropriate positions on one or more tax returns. Any such transactions may be effected on or subsequent to the Effective Date without any further action by the stockholders or directors of any of the Debtors or the Reorganized Debtors. Any Restructuring Transaction effected pursuant to the Plan shall be free and clear of any Liabilities and Black Lung Claims, Coal Act Claims and MEPP Claims, other than liabilities expressly assumed in the Stalking Horse APA. The Restructuring Transactions shall not result in NewCo becoming a successor in interest to the Debtors except as expressly provided in the Confirmation Order. Notwithstanding the foregoing and any other provisions of the Plan, nothing in the Plan shall impair, expand or otherwise modify the rights of any party under the Stalking Horse APA (unless expressly consented to by the First Lien Lenders) or any other agreement entered into pursuant to any Sale Order.

2. Obligations of Any Successor Corporation in a Restructuring Transaction

The Restructuring Transactions may result in substantially all of the respective assets, properties, rights, liabilities, duties and obligations of certain of the Reorganized Debtors vesting in one or more surviving, resulting or acquiring corporations. In each case in which the surviving, resulting or acquiring corporation in any such transaction is a successor to a Reorganized Debtor, such surviving, resulting or acquiring corporation will perform the obligations of the applicable Reorganized Debtor pursuant to the Plan to pay or otherwise satisfy the Allowed Claims against such Reorganized Debtor, except as provided in the Plan or in any contract, instrument or other agreement or document effecting a disposition to such surviving, resulting or acquiring corporation, which may provide that another Reorganized Debtor will perform such obligations.

D. The NewCo Asset Sale

On the Effective Date, the Debtors and NewCo shall consummate the NewCo Asset Sale in accordance with sections 363, 365 and 1123 of the Bankruptcy Code, the Confirmation Order and the terms of the Stalking Horse APA. Upon entry of the Confirmation Order by the Bankruptcy Court, all matters provided for under the Stalking Horse APA shall be deemed authorized and approved without any requirement of further act or action by the Debtors or the Reorganized Debtors. The Debtors or the Reorganized Debtors, as applicable, are authorized to execute and deliver, and to consummate the transactions contemplated by the Stalking Horse APA, as well as to execute, deliver, file, record and issue any instruments, documents (including UCC financing statements) and agreements in connection therewith, without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order or rule, or the vote, consent, authorization or approval of any Person. The NewCo Asset Sale shall be, and the NewCo Assets shall transfer to NewCo, free and clear of all Claims, Liens, charges, encumbrances, Interests and other interests, including, without limitation, any Black Lung Claims, Coal Act Claims or MEPP Claims, other than liabilities expressly assumed in the Stalking Horse APA, and NewCo will not be a successor in interest to the Debtors except as expressly provided in the Confirmation Order. The Debtors reserve the right to modify the Plan in accordance with the provisions of the Stalking Horse APA.

E. The Resolution of Reclamation Obligations

The Debtors contemplate that prior to the Effective Date, the Resolution of Reclamation Obligations among the Debtors and the Reclamation Obligation Resolution Parties will be agreed upon to effect a comprehensive resolution of the Reclamation Obligations. The Debtors anticipate that, among other things, the Resolution of Reclamation Obligations will: (a) ensure the continuing existence of the Reorganized Debtors post-Effective Date for the primary purpose of conducting reclamation activities; (b) provide for the creation and funding of the Restricted Cash Reclamation Accounts; and (c) establish the Reclamation Threshold Amount.

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F. Corporate Governance and Directors and Officers

1. Constituent Documents of Reorganized ANR and the Other Reorganized Debtors

As of the Effective Date, the certificates of incorporation and the bylaws (or comparable constituent documents) of Reorganized ANR and the other Reorganized Debtors will be substantially in the forms attached to the Plan as Exhibits IV.E.1.a and IV.E.1.b, respectively. The certificates of incorporation and bylaws (or comparable constituent documents) of Reorganized ANR and each other Reorganized Debtor, among other things, will (a) prohibit the issuance of nonvoting equity securities to the extent required by section 1123(a)(6) of the Bankruptcy Code and (b) with respect to Reorganized ANR, authorize the issuance of Reorganized ANR Common Stock and Reorganized Preferred Interests. After the Effective Date, Reorganized ANR and the other Reorganized Debtors may amend and restate their articles of incorporation or bylaws (or comparable constituent documents) as permitted by applicable state law, subject to the terms and conditions of such constituent documents. On the Effective Date, or as soon thereafter as is practicable, Reorganized ANR and each other Reorganized Debtor shall file such certificates of incorporation (or comparable constituent documents) with the secretaries of state of the states in which Reorganized ANR and such other Reorganized Debtors are incorporated or organized, to the extent required by and in accordance with the applicable corporate law of such states.

2. Directors and Officers of Reorganized ANR and the Other Reorganized Debtors

Subject to any requirement of Bankruptcy Court approval pursuant to section 1129(a)(5) of the Bankruptcy Code, from and after the Effective Date: (a) the initial officers of Reorganized ANR and the other Reorganized Debtors will consist of the individuals identified on Exhibit IV.E.2 to the Plan; and (b) the initial board of directors of Reorganized ANR and of each of the other Reorganized Debtors shall consist of (i) one designee of the Creditors’ Committee, (ii) one designee of the First Lien Lenders and (iii) three Independent Directors selected by the Debtors subject to the consent of the Creditors’ Committee and the First Lien Lenders, which consent shall not unreasonably be withheld, as set forth on Exhibit IV.E.2 to the Plan. Each such director and officer will serve from and after the Effective Date until his or her successor is duly elected or appointed and qualified or until his or her earlier death, resignation or removal in accordance with the terms of the certificate of incorporation and bylaws (or comparable constituent documents) of Reorganized ANR or the applicable other Reorganized Debtor and state law.

G. Reorganized ANR Preferred Interests

On the Effective Date, (a) the Series A Preferred Interests shall be distributed to holders of Allowed Secured First Lien Lender Claims pursuant to Section II.B.2 of the Plan and (b) the Series B Preferred Interests shall be distributed to holders of Allowed Secured Massey Convertible Noteholder Claims pursuant to Section II.B.4 of the Plan. To the maximum extent provided by section 1145 of the Bankruptcy Code and applicable nonbankruptcy law, the issuance of the Series A Preferred Interests and the Series B Preferred Interests under the Plan will be exempt from registration under the Securities Act and all rules and regulations promulgated thereunder.

H. Reorganized ANR Contingent Revenue Payment

Within 30 days after the end of each calendar quarter, the Reorganized Debtors shall transfer cash in an amount equal to the Reorganized ANR Contingent Revenue Payment earned in such quarter into an escrow account, subject to a clawback based upon the audited financial statements of the Reorganized Debtors. In the event that (a) a Material Reorganized ANR Transaction is effected and (b) a purchaser party to such Material Reorganized ANR Transaction assumes any portion of the applicable Reorganized ANR Contingent Revenue Payment, the Reorganized Debtors shall guarantee such purchaser’s obligation to pay the assumed portion of the Reorganized ANR Contingent Revenue Payment. Reorganized ANR shall provide the recipients of the Reorganized ANR Contingent Revenue Payment with annual financial statements audited by a nationally recognized accounting firm by March 31 of each year for the prior year and will make payments to such recipients within 14 business days thereafter.

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In accordance with the terms and conditions of the Global Settlement Term Sheet, upon any sale of assets by Reorganized ANR or any change of control of Reorganized ANR, in satisfaction of Reorganized ANR Contingent Revenue Payment, unless the applicable portion of the Reorganized ANR Contingent Revenue Payment is assumed by a Qualified Buyer, holders of allowed Category 2 General Unsecured Claims shall be entitled to the payment of a “makewhole” amount equal to the sum of the present values of the revenues projected in the Business Plan associated with such assets over the remaining life of the Reorganized ANR Contingent Revenue Payment discounted, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the treasury rate plus 20 basis points. If any such sale of assets by Reorganized ANR is a Material Reorganized ANR Asset Sale and the applicable portion of the Reorganized ANR Contingent Revenue Payment is assumed by the buyer, then Reorganized ANR shall guarantee the buyer’s obligation to pay the assumed portion of the Reorganized ANR Contingent Revenue Payment. The Debtors, in consultation with the Creditors’ Committee, will use reasonable best efforts to structure the Reorganized ANR Contingent Revenue Payment so that the entitlements to payments on account thereof are tradable instruments; provided that the costs to the Debtors and Reorganized ANR of doing so will be considered as to whether such efforts are “reasonable.” Material terms related to tradability, to the extent developed prior to the date that is seven days prior to the Confirmation Hearing, shall be set forth on Exhibit IV.G to the Plan.

I. Contingent Credit Support

From the Effective Date through September 30, 2018, NewCo shall provide Reorganized ANR with the Contingent Credit Support. Reorganized ANR shall be entitled to draw against the Contingent Credit Support if, and only if, the amount of Cash and Cash equivalents on Reorganized ANR’s balance sheet were to fall below $20 million at any time prior to September 30, 2018, in which case, Reorganized ANR shall be entitled to draw against the Contingent Credit Support an amount equal to the lesser of the Reorganized ANR Cash Shortfall and the then remaining undrawn amount of the Contingent Credit Support. Reorganized ANR shall be able to draw upon and repay the Contingent Credit Support as necessary through September 30, 2018. Reorganized ANR shall provide notice of any draw on the Contingent Credit Support to NewCo, and NewCo shall fund the Contingent Credit Support draw within 10 Business Days of such notice if such funding is required. Reorganized ANR shall be required to repay the funds drawn against the Contingent Credit Support (1) prior to September 30, 2018 to the extent the balance sheet cash or cash equivalents at Reorganized ANR is greater than $20 million as of the end of any calendar quarter ending on or before September 30, 2018 (exclusive of the amount outstanding from the Contingent Credit Support) or (2) if any amounts are outstanding from the Contingent Credit Support after September 30, 2018, to the extent the balance sheet Cash or Cash equivalents at Reorganized ANR at the end of any calendar quarter is greater than $30 million (exclusive of the amount outstanding from the Contingent Credit Support). Reorganized ANR shall have 10 Business Days following the closing of its books for the relevant calendar quarter to repay any amount required. Notwithstanding the above, all outstanding balances under the Contingent Credit Support shall be repaid by September 30, 2019.

J. Initial Cash

In accordance with the terms and conditions of the Global Settlement Term Sheet, unless otherwise consented to by the Global Settlement Parties (with such consent not being unreasonably withheld), on the Effective Date, Reorganized ANR shall have $135 million of initial operating Cash or such greater amount of initial operating Cash such that a minimum Cash balance of $20 million is maintained throughout the five-year forecast, and $117.9 million of initial restricted Cash (whether held by Reorganized ANR on its balance sheet, by a government or regulatory body or by another third party, or maintained in a dedicated fund, including any reclamation accounts, but excluding any cash to support an Exit Facility) or such greater amount of restricted cash as the Debtors determine is sufficient to support operations (including reclamation activities) and to cash collateralize any letters of credit backstopping the Debtors’ asset retirement obligations and other obligations, which restricted Cash balances shall be sourced from the Debtors’ existing cash. For the avoidance of doubt, Reorganized ANR’s operating cash, and any cash left in Reorganized ANR to collateralize any such letters of credit, shall be the property of Reorganized ANR and there shall be no contingent or deferred obligation to pay any such cash to NewCo, the DIP Lenders or the First Lien Lenders at any time. Any cash collateral that is no longer necessary to support the amount of workers’ compensation letters of credit as of the Effective Date, whether on account of the Debtors obtaining third-party financing or such letters of credit no longer being required, shall be paid to NewCo, without interest, as soon as reasonably practicable.

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K. Restricted Cash Reclamation Accounts

The Reorganized Debtors and NewCo shall fund the Restricted Cash Reclamation Accounts in accordance with the terms of the Resolution of Reclamation Obligations.

L. Reorganized ANR Common Stock

On the Effective Date, all shares of Reorganized ANR Common Stock issued pursuant to the Plan shall be distributed to holders of Allowed Category 2 General Unsecured Claims in accordance with Sections II.B.7 and II.B.8 of the Plan. The Reorganized ANR Common Stock, when issued as provided in the Plan, will be duly authorized, validly issued and, if applicable, fully paid and nonassessable. Each issuance under the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such issuance and by the terms and conditions of the instruments evidencing or relating to such issuance, which terms and conditions shall bind each Person receiving such issuance. To the maximum extent provided by section 1145 of the Bankruptcy Code and applicable nonbankruptcy law, the issuance of the Reorganized ANR Common Stock under the Plan will be exempt from registration under the Securities Act and all rules and regulations promulgated thereunder. In accordance with the terms and conditions of the Global Settlement Term Sheet, the Debtors, in consultation with the Creditors’ Committee, shall use reasonable best efforts to structure the Reorganized ANR Common Stock so that such shares are tradable; provided that the costs to the Debtors and Reorganized ANR of doing so will be considered as to whether such efforts are “reasonable.”.

M. NewCo Equity and NewCo Warrants

Consistent with the Restructuring Transactions, the NewCo Equity shall be issued by NewCo on or prior to the Effective Date. On the Effective Date and consistent with the Restructuring Transactions: (a) NewCo Common Stock and NewCo Warrants shall be distributed to holders of (i) Allowed Secured Second Lien Noteholder Claims pursuant to Section II.B.3 of the Plan and (ii) Allowed Category 2 General Unsecured Claims pursuant to Sections II.B.7 and II.B.8 of the Plan; and (b) NewCo Preferred Interests shall be distributed to holders of Allowed Secured Second Lien Noteholder Claims pursuant to Section II.B.3 of the Plan; provided that all initial NewCo Equity (including the Distributions described above) shall be subject to dilution by a management incentive plan to be implemented by NewCo. To the maximum extent provided by section 1145 of the Bankruptcy Code and applicable nonbankruptcy law, the issuance of the NewCo Equity and the NewCo Warrants under the Plan will be exempt from registration under the Securities Act and all rules and regulations promulgated thereunder.

N. Employment-Related Agreements; Retiree Benefits; Workers’ Compensation Programs

1. Employment-Related Agreements

As of the Effective Date, the Reorganized Debtors will have authority to: (a) maintain, amend or revise existing employment, retirement, welfare, incentive, severance, indemnification and other agreements with its active directors, officers and employees, subject to the terms and conditions of any such agreement; and (b) enter into new employment, retirement, welfare, incentive, severance, indemnification and other agreements for active employees.

2. Retiree Benefits

The treatment of non-pension retiree benefits will be determined pursuant to (a) any order granting the Unvested Non-Pension Benefits Motion, (b) the 1113/1114 Order, (c) any other order entered by the Bankruptcy Court pursuant to section 1114 of the Bankruptcy Code and/or (d) any agreement by the Debtors and the relevant parties that is approved pursuant to a Final Order of the Bankruptcy Court.

3. Assumption of Pension Plans

On the Effective Date, consistent with the Global Settlement Term Sheet, Reorganized ANR shall assume the Pension Plans, and Reorganized ANR will become the sponsor and continue to administer the Pension Plans, satisfy the minimum funding standards pursuant to 26 U.S.C. § 412 and 29 U.S.C. § 1082 and administer the

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Pension Plans in accordance with their terms and the provisions of ERISA and the Internal Revenue Code. Notwithstanding anything to the contrary in the Plan, nothing in the Plan shall (a) release or exculpate any Debtor, Reorganized Debtor or responsible person thereof from any liability for breach of fiduciary duty under ERISA respecting any defined benefit Pension Plan or (b) enjoin any suit, action or proceeding (i) for breach of such fiduciary duty or (ii) to enforce a judgment, decree or order issued in any such action or proceeding (including by setoff), or to enforce a judgment lien based in such judgment.

In accordance with the terms and conditions of the Global Settlement Term Sheet, in addition to satisfying the minimum funding standards pursuant to 26 U.S.C. § 412 and 29 U.S.C. § 1082, the Reorganized Debtors will make excess contributions to the Pension Plans in the amount of $18,000,000 to be paid half on June 30, 2017 and the remaining half on June 30, 2018, the amounts of which will be allotted among the Pension Plans in proportion to the dollar amount of their underfunding calculated on a termination basis. Additionally, Reorganized ANR will elect not to create a prefunding balance associated with these excess contributions.

4. Continuation of Workers’ Compensation Programs

From and after the Effective Date: (a) the Reorganized Debtors will continue to administer and pay all valid claims for benefits and liabilities arising under the Debtors’ workers’ compensation programs for which the Debtors or the Reorganized Debtors are responsible under applicable state workers’ compensation law as of the Effective Date, regardless of when the applicable injuries occurred, in accordance with the Debtors’ prepetition practices and procedures, applicable Insurance Contracts, plan documents and governing state workers’ compensation law; and (b) nothing in the Plan shall discharge, release, or relieve the Debtors or the Reorganized Debtors from any current or future liability under applicable state workers’ compensation law in the jurisdictions where the Debtors or the Reorganized Debtors participate in workers’ compensation programs, except for those obligations assumed by NewCo pursuant to the Stalking Horse APA. The Debtors and the Reorganized Debtors, as applicable, expressly reserve the right to challenge the validity of any claim for benefits or liabilities arising under any workers’ compensation program.

5. Black Lung Excise Taxes

Following the Effective Date, the Reorganized Debtors shall continue to pay Black Lung Excise Taxes irrespective of when such Taxes arise.

O. Corporate Action

The Restructuring Transactions; the adoption of new or amended and restated certificates of incorporation and bylaws (or comparable constituent documents) for Reorganized ANR and the other Reorganized Debtors; the initial selection of directors and officers for each Reorganized Debtor; the transactions contemplated in the Stalking Horse APA; the Reorganized Debtors’ receipt of the Exit Funding; the entry into the Exit Facility and receipt of the proceeds thereof; the issuance and Distribution of Reorganized ANR Common Stock, the Reorganized ANR Preferred Interests, the Reorganized ANR Contingent Revenue Payment, the NewCo Equity and the NewCo Warrants; the Distribution of Cash and interests pursuant to the Plan; the adoption, execution, delivery and implementation of all contracts, leases, instruments, releases and other agreements or documents related to any of the foregoing; the adoption, execution and implementation of employment, retirement and indemnification agreements, incentive compensation programs, retirement income plans, welfare benefit plans and other employee plans and related agreements; and the other matters provided for under the Plan involving the corporate structure of the Debtors and the Reorganized Debtors or corporate action to be taken by or required of a Debtor or a Reorganized Debtor will be deemed to occur and be effective as of the Effective Date, if no such other date is specified in such other documents, and will be authorized and approved in all respects and for all purposes without any requirement of further action by the Debtors, the Reorganized Debtors or any other Person or entity.

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P. Special Provisions Regarding Insured Claims

1. Limitations on Amounts to Be Distributed to Holders of Allowed Insured Claims

Distributions, if any, under the Plan to each holder of an Allowed Insured Claim will be in accordance with the treatment provided under the Plan for the Class in which such Allowed Insured Claim is classified, but solely to the extent that such Allowed Insured Claim is not satisfied from proceeds payable to the holder thereof under any pertinent Insurance Contracts and applicable law. Nothing in Section IV.O of the Plan will constitute a waiver of any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action or liabilities that any Person may hold against any other Person, including the Insurers; provided, however, that nothing herein shall create or permit a direct right of action by the holder of an Insured Claim against an Insurer.

2. Assumption and Continuation of Insurance Contracts

From and after the Effective Date, each of the Insurance Contracts will be assumed by the applicable Reorganized Debtor pursuant to section 365 of the Bankruptcy Code or continued in accordance with its terms, with rights and obligations under such policy such that each of the parties’ contractual, legal and equitable rights under each Insurance Contract shall remain unaltered, and the successors to the Debtor parties to each Insurance Contract will continue to be bound by such Insurance Contract as if the Chapter 11 Cases had not occurred. Nothing in the Plan shall affect, impair or prejudice the rights and defenses of the Insurers or the Reorganized Debtors under the Insurance Contracts in any manner, and such Insurers and Reorganized Debtors shall retain all rights and defenses under the Insurance Contracts, and the Insurance Contracts shall apply to, and be enforceable by and against, the Reorganized Debtors and the applicable Insurer(s) as if the Chapter 11 Cases had not occurred. In addition, notwithstanding anything to the contrary in the Plan, nothing in the Plan (including any other provision that purports to be preemptory or supervening), shall in any way operate to, or have the effect of, impairing any party’s legal, equitable or contractual rights and/or obligations under any Insurance Contract, if any, in any respect. Any such rights and obligations shall be determined under the Insurance Contracts, any agreement of the parties and applicable law.

Q. Cancellation and Surrender of Instruments, Securities and Other Documentation

1. Notes

Except as provided in any contract, instrument or other agreement or document entered into or delivered in connection with the Plan or as otherwise provided for therein, on the Effective Date and concurrently with the applicable Distributions made pursuant to Article V of the Plan, the Indentures and the Notes will be deemed canceled and of no further force and effect against the Debtors, without any further action on the part of any Debtor. The holders of the Notes will have no rights against the Debtors, their Estates or their Assets arising from or relating to such instruments and other documentation or the cancellation thereof, except the rights provided pursuant to the Plan; provided, however, that no Distribution under the Plan will be made to or on behalf of any holder of an Allowed Noteholder Claim until such Notes are surrendered to and received by the applicable Third Party Disbursing Agent to the extent required in Section V.K of the Plan. Notwithstanding the foregoing and anything contained in the Plan, the applicable provisions of the Indentures will continue in effect solely for the purposes of (a) allowing the Indenture Trustees or other Disbursing Agents to make Distributions on account of Noteholder Claims as provided in Section V.D of the Plan and deduct therefrom such reasonable compensation, fees and expenses due thereunder or incurred in making such Distributions, to the extent not paid by the Debtors or the Reorganized Debtors and authorized under such Indentures; and (b) allowing the Indenture Trustees to seek compensation and/or reimbursement of fees and expenses in accordance with the terms of the Plan (and any and all indemnification provisions in the Indentures shall explicitly survive the occurrence of the Confirmation Date and the Effective Date until all such fees and expenses are paid). Except as otherwise provided herein the Reorganized Debtors shall not have any obligations to any Indenture Trustee for any fees, costs or expenses.

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2. Old Common Stock

The Old Common Stock of ANR shall be deemed canceled and of no further force and effect on the Effective Date. The holders of or parties to such canceled securities and other documentation will have no rights arising from or relating to such securities and other documentation or the cancellation thereof, except the rights provided pursuant to the Plan.

R. Release of Liens

Except as otherwise provided in the Plan or in any contract, instrument, release or other agreement or document entered into or delivered in connection with the Plan, or where a Claim is Reinstated, on the Effective Date, all Liens against the property of any Estate will be deemed fully released and discharged, and all of the right, title and interest of any holder of such Liens, including any rights to any collateral thereunder, will revert to the applicable Reorganized Debtor and its successors and assigns. As of the Effective Date: (a) the holders of such Liens will be authorized and directed to release any collateral or other property of the Estates (including any cash collateral) held by such holder and to take such actions as may be requested by the Reorganized Debtors to evidence the release of such Lien, including the execution, delivery, filing or recording of such releases as may be requested by the Reorganized Debtors; and (b) the Reorganized Debtors shall be authorized to execute and file on behalf of creditors Form UCC-3 termination statements or such other forms as may be necessary or appropriate to implement the provisions of Section IV.Q of the Plan.

S. Effectuating Documents; Further Transactions

The president, chief executive officer, chief financial officer, treasurer or any vice president of each Debtor or Reorganized Debtor, as applicable, shall be authorized to execute, deliver, file or record such contracts, instruments, releases and other agreements or documents and take such actions as may be necessary or appropriate to effectuate and implement the provisions of the Plan. The secretary or any assistant secretary of each Debtor or Reorganized Debtor will be authorized to certify or attest to any of the foregoing actions.

T. Exemption from Certain Transfer Taxes

Pursuant to section 1146(a) of the Bankruptcy Code, the following will not be subject to any stamp Tax, real estate transfer Tax, mortgage recording Tax, filing fee, sales or use Tax or similar Tax: (a) the issuance, transfer or exchange of Reorganized ANR Common Stock; (b) the creation of any mortgage, deed of trust, Lien or other security interest; (c) the making or assignment of any lease or sublease; (d) the execution and delivery of the Exit Facility; (e) any Restructuring Transaction, including (i) the NewCo Asset Sale contemplated in the Stalking Horse APA and (ii) any transfers or distributions pursuant to the Plan; (f) any sale of Assets by the Debtors under section 363 of the Bankruptcy Code in connection with the Plan, including the transfer of assets to NewCo as part of the NewCo Asset Sale; and (g) the making or delivery of any deed or other instrument of transfer under, in furtherance of or in connection with the Plan or the NewCo Asset Sale, including any merger agreements, agreements of consolidation, restructuring, reorganization, transfer, disposition, conversion, liquidation or dissolution, deeds, bills of sale or assignments, applications, certificates or statements executed or filed in connection with any of the foregoing or pursuant to the Plan. The Confirmation Order shall direct the appropriate state or local governmental officials or agents to forgo the collection of any such Tax and to accept for filing and recordation instruments or other documents pursuant to such transfers of property without the payment of any such Tax.

U. Compliance with Federal Securities Laws

Subject to section 1145 of the Bankruptcy Code and other applicable sections of the Bankruptcy Code, and except as otherwise expressly provided in the Plan, nothing in the Plan, the Confirmation Order or related documents relieves any Person from complying with applicable federal securities laws.

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V. Provisions Governing Distributions Under the Plan and for Resolving Disputed Claims

1. Distributions for Claims Allowed as of the Effective Date

Except as otherwise provided in Article V of the Plan, Distributions to be made on the Effective Date to holders of Claims as provided by Article II of the Plan that are Allowed as of the Effective Date shall be deemed made on the Effective Date if made on the Effective Date or as promptly thereafter as practicable, but in any event no later than: (a) 60 days after the Effective Date; or (b) with respect to any particular Claim, such later date when the applicable conditions of Section II.G.3 of the Plan (regarding cure payments for Executory Contracts and Unexpired Leases being assumed), Section V.F.2 of the Plan (regarding undeliverable distributions) or Section V.K of the Plan (regarding surrender of canceled instruments and securities), as applicable, are satisfied. Distributions on account of Claims that become Allowed Claims after the Effective Date will be made pursuant to Section VI.D of the Plan.

2. Method of Distributions to Holders of Claims

The Reorganized Debtors, or such Third Party Disbursing Agents as the Reorganized Debtors may employ in their sole discretion, will make all Distributions of Cash, securities, interests and other instruments or documents required under the Plan. Each Disbursing Agent will serve without bond, and any Disbursing Agent may employ or contract with other entities to assist in or make the Distributions required by the Plan. The duties of any Third Party Disbursing Agent shall be set forth in the applicable agreement retaining such Third Party Disbursing Agent.

3. Distributions of the NewCo Contribution

NewCo shall provide the NewCo Contribution to the designated Disbursing Agent on or before the Effective Date consistent with the Restructuring Transactions. Distributions of the NewCo Contribution on account of Allowed Category 1 General Unsecured Claims, Allowed Category 2 General Unsecured Claims and Allowed Secured Second Lien Noteholder Claims, as applicable, in accordance with Sections II.B.3, II.B.6, II.B.7 and II.B.8 of the Plan, shall be made through the facilities of DTC or, if applicable, by such Third Party Disbursing Agent on the Effective Date.

4. Distributions on Account of Allowed Noteholder Claims

Distributions on account of Allowed Noteholder Claims shall be made (a) to the respective Indenture Trustees or (b) with the prior written consent of any Indenture Trustee, through the facilities of DTC or, if applicable, another Third Party Disbursing Agent. If a Distribution is made to an Indenture Trustee, such Indenture Trustee, in its capacity as Third Party Disbursing Agent, shall administer the Distributions in accordance with the Plan and the applicable Indenture and be compensated in accordance with Section V.E of the Plan. Notwithstanding anything set forth in the Plan, in this Disclosure Statement or the Confirmation Order, the Second Lien Notes Trustee shall not be required or otherwise obligated to distribute the NewCo Contribution or any other securities or distributions contemplated by the Plan unless such distributions meet the eligibility requirements of DTC.

5. Compensation and Reimbursement for Services Related to Distributions

Each Third Party Disbursing Agent providing services related to Distributions pursuant to the Plan will receive from the Reorganized Debtors, without further Bankruptcy Court approval, reasonable compensation for such services and reimbursement of reasonable out-of-pocket expenses incurred in connection with such services. These payments will be made by the Reorganized Debtors and will not be deducted from Distributions to be made pursuant to the Plan to holders of Allowed Claims receiving Distributions from a Third Party Disbursing Agent. For purposes of reviewing the reasonableness of the fees and expenses of any Third Party Disbursing Agent, the Reorganized Debtors shall be provided with copies of invoices of each Third Party Disbursing Agent in the form typically rendered in the regular course of the applicable Third Party Disbursing Agent’s business but with sufficient detail that reasonableness may be assessed. To the extent that there are any disputes that the Reorganized Debtors are unable to resolve with a Third Party Disbursing Agent, the Reorganized Debtors may submit such dispute to the Bankruptcy Court for resolution.

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6. Delivery of Distributions and Undeliverable or Unclaimed Distributions

a. Delivery of Distributions

Distributions to holders of Allowed Claims will be made by a Disbursing Agent: (a) at the addresses set forth on the respective proofs of Claim Filed by holders of such Claims; (b) as provided in Section V.D of the Plan; (c) at the addresses set forth in any written certification of address change delivered to the Claims and Balloting Agent or the applicable Disbursing Agent, as applicable, after the date of Filing of any related proof of claim; (d) at the addresses reflected in the applicable Debtor’s Schedules if no proof of Claim has been Filed and neither the Claims and Balloting Agent nor the applicable Disbursing Agent has received a written notice of a change of address; or (e) if clauses (a) through (d) are not applicable, at the last address directed by such holder in a Filing made after such Claim becomes an Allowed Claim.

b. Undeliverable Distributions Held by Disbursing Agents

i. Holding of Undeliverable Distributions

If any Distribution to a holder of an Allowed Claim is returned to a Disbursing Agent as undeliverable, no further Distributions will be made to such holder unless and until the applicable Disbursing Agent is notified by written certification of such holder’s then-current address. Subject to Section V.F.2.c of the Plan, Distributions returned to a Disbursing Agent or otherwise undeliverable will remain in the possession of the applicable Disbursing Agent pursuant to Section V.F.2.a of the Plan until such time as a Distribution becomes deliverable. Subject to Section V.F.2.c of the Plan, while remaining in the possession of the applicable Disbursing Agent, undeliverable Distributions will be held for the benefit of the potential claimants of such Distributions.

ii. After Distributions Become Deliverable

On each Distribution Date, the applicable Disbursing Agent will make all Distributions that became deliverable to holders of Allowed Claims after the most recent Distribution Date; provided, however, that the applicable Disbursing Agent, in its sole discretion, may establish a record date prior to each Distribution Date, such that only Claims allowed as of the record date will participate in such periodic Distribution. Notwithstanding the foregoing, the applicable Disbursing Agent reserves the right, if it determines a Distribution on any Distribution Date is uneconomical or unfeasible, or is otherwise unadvisable, to postpone a Distribution Date.

iii. Failure to Claim Undeliverable Distributions

Any holder of an Allowed Claim that does not assert a claim pursuant to the Plan for an undeliverable Distribution to be made by a Disbursing Agent within one year after the later of (a) the Effective Date and (b) the last date on which a Distribution was deliverable to such holder will have its claim for such undeliverable Distribution discharged and will be forever barred from asserting any such claim against the Debtors or the Reorganized Debtors. Unclaimed Distributions that are undeliverable and unclaimed Distributions otherwise deliverable to holders of Allowed Claims shall be retained by, or, if held by a Third Party Disbursing Agent, returned to, Reorganized ANR and shall become the property of Reorganized ANR, free of any restrictions thereon; provided, however, that with respect to unclaimed Distributions that are undeliverable and unclaimed Distributions otherwise deliverable and that were to be distributed to holders of Allowed Category 1 General Unsecured Claims or Allowed Category 2 General Unsecured Claims pursuant to the Plan, shall not be retained by, or returned to the Reorganized Debtors but shall instead be distributed Pro Rata to Holders of Allowed Category 1 General Unsecured Claims or Allowed Category 2 General Unsecured Claims that are receiving Distributions pursuant to the terms of the Plan. Nothing contained in the Plan will require any Debtor, any Reorganized Debtor or any Disbursing Agent to attempt to locate any holder of an Allowed Claim.

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7. Timing and Calculation of Amounts to Be Distributed

a. Distributions to Holders of Allowed Claims

Subject to Section V.A of the Plan, on the Effective Date, each holder of an Allowed Claim will receive the full amount of the Distributions that the Plan provides for Allowed Claims in the applicable Class. On each Distribution Date, Distributions also will be made, pursuant to Section VI.D of the Plan, to holders of Claims that previously were Disputed Claims that were allowed after the most recent Distribution Date. Such periodic Distributions also shall be in the full amount that the Plan provides for Allowed Claims in the applicable Class. Distribution Dates shall occur no less frequently than once per year.

b. Interest on Claims

Except as otherwise specifically provided for in the Plan, or required by bankruptcy law, the Debtors, the Estates and the Reorganized Debtors shall have no obligation to pay any amount that constitutes or is attributable to interest on an Allowed Claim accrued after the Petition Date and no holder of a Claim shall be entitled to be paid any amount that constitutes or is attributable to interest accruing on or after the Petition Date on any Claim without regard to the characterization of such amounts in any document or agreement or to whether such amount has accrued for federal income tax purposes. Any amount that constitutes or is attributable to interest that has been accrued and has not been paid by the Debtors, the Estates or the Reorganized Debtors shall be cancelled as of the Effective Date for federal income tax purposes.

c. De Minimis Distributions

No Distribution shall be made by the Disbursing Agent on account of an Allowed Claim if the amount to be distributed to the holder of such Claim on the applicable Distribution Date has an economic value of less than $25.

8. Distribution Record Date

A Disbursing Agent will have no obligation to, and will not, recognize the transfer of, or the sale of any participation in, any Allowed Claim that occurs after the Distribution Record Date and will be entitled for all purposes of the Plan to recognize and make Distributions only to those holders of Allowed Claims that are holders of such Claims, or participants therein, as of the Distribution Record Date.

As of the close of business on the Distribution Record Date, each transfer register for the Notes, as maintained by the respective Indenture Trustees, will be closed. The applicable Disbursing Agent will have no obligation to, and will not, recognize the transfer or sale of any Noteholder Claim that occurs after the close of business on the Distribution Record Date and will be entitled for all purposes of the Plan to recognize and make Distributions only to those holders who are holders of such Claims as of the close of business on the Distribution Record Date.

Except as otherwise provided in a Final Order, the transferees of Claims that are transferred pursuant to Bankruptcy Rule 3001 prior to the Distribution Record Date will be treated as the holders of such Claims for all purposes, notwithstanding that any period provided by Bankruptcy Rule 3001 for objecting to such transfer has not expired by the Distribution Record Date.

9. Means of Cash Payments

Except as otherwise specified in the Plan, all Cash payments made pursuant to the Plan shall be in U.S. currency and made by check drawn on a domestic bank selected by the Disbursing Agent or, at the option of the Disbursing Agent, by wire transfer, electronic funds transfer or ACH from a domestic bank selected by the Disbursing Agent; provided, however, that Cash payments to foreign holders of Allowed Claims may be made, at the option of the Disbursing Agent, in such funds and by such means as are necessary or customary in a particular foreign jurisdiction.

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10. Establishment of Reserves and Provisions Governing Same

Prior to the Confirmation Date, the Debtors shall File a motion to establish any reserves and procedures related thereto that they deem necessary or advisable, after consultation with counsel to the Creditors’ Committee and counsel to the First Lien Agent, to make Distributions to holders of Allowed Claims or otherwise to satisfy related obligations under the Plan. Any Distributions held in reserve pursuant to Section V.J of the Plan shall be held in escrow until distributed pursuant to the Plan.

The Disbursing Agent shall vote, and shall be deemed to vote, any Reorganized ANR Common Stock held by it in any reserve in its capacity as Disbursing Agent in the same proportion as all outstanding shares of Reorganized ANR Common Stock properly cast in a shareholder vote.

Cash dividends and other distributions received by the Disbursing Agent on account of any Reorganized ANR Common Stock held in any reserve pursuant to this Section V.J of the Plan will (a) be deposited in a segregated bank account in the name of the Disbursing Agent for the benefit of holders of the applicable Allowed Claims, (b) will be accounted for separately and (c) will not constitute property of the Reorganized Debtors.

Any reserve established for Disputed Claims is intended to be treated, for U.S. federal income Tax purposes, as a disputed ownership fund within the meaning of Treasury Regulations section 1.468B-9(b)(1).

11. Surrender of Canceled Instruments or Securities

Except as provided in any contract, instrument or other agreement or document entered into or delivered in connection with the Plan, on the Effective Date and concurrently with the applicable Distributions made pursuant to the Plan, all outstanding common stock, Notes, Indentures, instruments and securities issued by any of the Debtors will be canceled and of no further force and effect, without any further action on the part of the Bankruptcy Court, any Debtor or any Reorganized Debtor. The holders of or parties to such canceled instruments and securities will have no rights arising from or relating to such instruments and securities or the cancellation thereof, except the rights provided pursuant to the Plan.

12. Withholding and Reporting Requirements

In connection with the Plan, to the extent applicable, each Disbursing Agent will comply with all applicable Tax withholding and reporting requirements imposed by any Governmental Unit, and all Distributions pursuant to the Plan will be subject to applicable withholding and reporting requirements. Notwithstanding any provision in the Plan to the contrary, each Disbursing Agent will be authorized to take any actions that may be necessary or appropriate to comply with such withholding and reporting requirements, including, without limitation, applying a portion of any Cash Distribution to be made under the Plan to pay applicable withholding Taxes, liquidating a portion of any non-Cash Distribution to be made under the Plan to generate sufficient funds to pay applicable withholding Taxes or establishing any other mechanisms the Disbursing Agent believes are reasonable and appropriate, including requiring Claim holders to submit appropriate Tax and withholding certifications (such as IRS Forms W-9 and the appropriate IRS Forms W-8, as applicable) and/or requiring Claim holders to pay the withholding Tax amount to the Disbursing Agent in Cash as a condition of receiving any non-Cash Distributions under the Plan. Any amounts withheld pursuant to Section V.L of the Plan shall be deemed to have been distributed and received by the applicable recipient for all purposes of the Plan. To the extent that any Claim holder fails to submit appropriate Tax and withholding certifications as required by the Disbursing Agent, such Claim holder’s Distribution may, in the Disbursing Agent’s reasonable discretion, be deemed undeliverable and subject to Section V.F of the Plan.

Notwithstanding any other provision of the Plan, each Person receiving a Distribution pursuant to the Plan will have sole and exclusive responsibility for the satisfaction and payment of any Tax obligations imposed on it by any Governmental Unit on account of the Distribution, including income, withholding and other Tax obligations.

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The Debtors reserve, and the Reorganized Debtors shall have, the right to allocate and distribute all Distributions made under the Plan in compliance with all applicable wage garnishments, alimony, child support and other spousal awards, Liens and similar encumbrances.

13. Setoffs

Except with respect to claims of a Debtor or a Reorganized Debtor released pursuant to the Plan or any contract, instrument, release or other agreement or document entered into or delivered in connection with the Plan, each Reorganized Debtor or, as instructed by a Reorganized Debtor, a Third Party Disbursing Agent may, pursuant to section 553 of the Bankruptcy Code or applicable nonbankruptcy law, set off against any Allowed Claim and the Distributions to be made pursuant to the Plan on account of such Claim (before any Distribution is made on account of the Claim) the claims, rights and Causes of Action of any nature that the applicable Debtor or Reorganized Debtor may hold against the holder of such Claim; provided, however, that neither the failure to effect a setoff nor the allowance of any Claim under the Plan will constitute a waiver or release by the applicable Debtor or Reorganized Debtor of any claims, rights and Causes of Action that the Debtor or Reorganized Debtor may possess against the Claim holder. The First Lien Lender Remaining Diminution Claim shall not be subject to setoff.

14. Application of Distributions

To the extent applicable, all Distributions to a holder of an Allowed Claim will apply first to the principal amount of such Claim until such principal amount is paid in full and then to any interest accrued on such Claim prior to the Petition Date, and the remaining portion of such Distributions, if any, will apply to any interest accrued on such Claim after the Petition Date.

15. Claims Oversight Committee

Prior to the Effective Date, the Creditors’ Committee shall designate three individuals to serve as the Claims Oversight Committee. The duties of the Claims Oversight Committee shall be to oversee: (a) the allowance of, and objections to, General Unsecured Claims; (b) the resolution of Disputed General Unsecured Claims, including rejection damage Claims and litigation Claims; (c) the establishment and maintenance of sufficient reserves for Disputed Category 1 General Unsecured Claims and Disputed Category 2 General Unsecured Claims; (d) the timing and amount of Distributions made to unsecured creditors holding Allowed Category 1 General Unsecured Claims and Allowed Category 2 General Unsecured Claims; and (e) unclaimed or undeliverable Distributions to unsecured creditors holding Allowed Category 1 General Unsecured Claims and Allowed Category 2 General Unsecured Claims under the terms of the Plan. The Claims Oversight Committee shall have consent rights (subject to the Debtors’ ability to seek a determination by the Bankruptcy Court that the Claims Oversight Committee has unreasonably withheld its consent) with respect to, and the right to appear and be heard regarding, any and all of the foregoing matters. The Claims Oversight Committee shall have the right to appear and be heard on any of the foregoing matters and the right to retain Claims Oversight Committee Professionals consisting of (a) one primary counsel, (b) one local or conflicts counsel and (c) one financial consultant. The reasonable and documented fees and expenses of Claims Oversight Committee Professionals (and any other costs), up to an aggregate amount equal to the Claims Oversight Committee Professionals Fee Cap (and, under no circumstances, in excess of the Claims Oversight Committee Professionals Fee Cap), shall be paid by the Reorganized Debtors. To facilitate the payment of such fees and expenses, on the Effective Date, $1.0 million of Cash shall be placed into the Claims Oversight Escrow Account.

16. Treatment of Disputed Claims

a. Tort Claims

At the Debtors’ or, after the Effective Date, the Reorganized Debtors’ option, any unliquidated Tort Claim (as to which a proof of Claim or request for payment of an Administrative Claim was timely Filed in the Chapter 11 Cases) not resolved through a Final Order of the Bankruptcy Court will be determined and liquidated in the administrative or judicial tribunal(s) in which it is pending on the Effective Date or, if no action was pending on the Effective Date, in any administrative or judicial tribunal of appropriate jurisdiction. The Debtors or the Reorganized

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Debtors, as applicable, may exercise the above option by service upon the holder of the applicable Tort Claim of a notice informing the holder of such Tort Claim that the Debtors or the Reorganized Debtors have exercised such option. Upon a Debtor’s or Reorganized Debtor’s service of such notice, the automatic stay provided under section 362 of the Bankruptcy Code or, after the Effective Date, the discharge injunction, will be deemed modified, without the necessity for further Bankruptcy Court approval, solely to the extent necessary to allow the parties, including any Insurer, to determine or liquidate the Tort Claim in the applicable administrative or judicial tribunal(s). Notwithstanding the foregoing, at all times prior to or after the Effective Date, to the fullest extent permitted by law, the Bankruptcy Court will retain jurisdiction relating to Tort Claims, including the Debtors’ right to have such Claims liquidated or estimated in the Bankruptcy Court (or the District Court) pursuant to section 157(b)(2)(b) of title 28 of the United States Code, as may be applicable. Subject to Section VI.A of the Plan, any Tort Claim determined and liquidated pursuant to a judgment obtained in accordance with Section VI.B.1 of the Plan and applicable nonbankruptcy law that is no longer appealable or subject to review will be deemed an Allowed Category 1 General Unsecured Claim against the applicable Debtor in such liquidated amount, provided that only the amount of such Allowed Claim that is less than or equal to the Debtor’s self-insured retention or deductible in connection with any applicable Insurance Contract or is not otherwise satisfied from proceeds of insurance payable to the holder of such Allowed Claim under the Debtors’ Insurance Contracts will be treated as an Allowed Claim for the purposes of Distributions under the Plan. In no event will a Distribution be made under the Plan to the holder of a Tort Claim on account of any portion of an Allowed Claim in excess of the applicable Debtor’s deductible or self-insured retention under any applicable Insurance Contract. In the event a Tort Claim is determined and liquidated pursuant to a judgment or order that is obtained in accordance with Section VI.B.1 of the Plan and is no longer appealable or subject to review, and applicable nonbankruptcy law provides for no recovery against the applicable Debtor, such Tort Claim will be deemed expunged without the necessity for further Bankruptcy Court approval upon the applicable Debtor’s service of a copy of such judgment or order upon the holder of such Tort Claim, provided, however, that nothing in this sentence shall, or shall be deemed to, modify, alter or otherwise affect the rights of any Insurer under any Insurance Contract. Nothing contained in Section VI.B.1 of the Plan will constitute or be deemed a waiver of any claim, right or Cause of Action that a Debtor may have against any Person in connection with or arising out of any Tort Claim, including but not limited to any rights under section 157(b)(5) of title 28 of the United States Code. All claims, demands, rights, defenses and Causes of Action that the Debtors or the Reorganized Debtors may have against any Person in connection with or arising out of any Tort Claim are expressly retained and preserved.

b. Disputed Insured Claims

The resolution of Disputed Insured Claims, including Tort Claims, pursuant to Section VI.B of the Plan shall be subject to the provisions of Section IV.O of the Plan.

c. No Distributions Until Allowance

Notwithstanding any other provision of the Plan, no Distributions will be made on account of a Disputed Claim until such Claim (or a portion of such Claim) becomes an Allowed Claim, if ever.

17. Prosecution of Objections to Claims

a. Objections to Claims

Subject to Section IV.A of the Plan, all objections to Claims must be Filed and served on the holders of such Claims, and any amendment to the Schedules to reduce any scheduled Claim, must be made by the Debtors or the Reorganized Debtors by the Claims Objection Bar Date. If an objection to a Claim has not been Filed or an amendment to the Schedules has not been made by the Claims Objection Bar Date, the particular Claim will be treated as an Allowed Claim in the amount specified in a timely filed proof of Claim or the amount scheduled, as applicable, if such Claim has not been allowed earlier in a different amount.

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b. Extension of Claims Objection Bar Date

The Reorganized Debtors may seek authorization to extend the Claims Objection Bar Date for some or all Disputed Claims for cause through the Filing of a motion with the Bankruptcy Court.

c. Authority to Prosecute Objections

Subject to Section IV.A of the Plan, on or after the Effective Date, only the Reorganized Debtors will have the authority to File, settle, compromise, withdraw or litigate to judgment objections to Claims. On or after the Effective Date, the Reorganized Debtors, and only the Reorganized Debtors, may settle or compromise any Disputed Claim or any objection or controversy relating to any Claim without approval of the Bankruptcy Court.

d. Authority to Amend Schedules

Subject to Section IV.A of the Plan, the Debtors or the Reorganized Debtors, as applicable, will have the authority to amend the Schedules with respect to any Claim and to make Distributions based on such amended Schedules without approval of the Bankruptcy Court. If any such amendment to the Schedules reduces the amount of a Claim or changes the nature or priority of a Claim, the Debtors or the Reorganized Debtors will provide the holder of such Claim with notice of such amendment and parties in interest will have 30 days to File an objection to such amendment with the Bankruptcy Court. If no such objection is Filed, the applicable Disbursing Agent may proceed with Distributions based on such amended Schedules without approval of the Bankruptcy Court.

18. Distributions on Account of Disputed Claims Once Allowed

Distributions on account of Disputed Claims that become Allowed Claims after the Effective Date shall be made in accordance with Article V of the Plan.

W. Consolidation

The Plan serves as a motion seeking, pursuant to the Confirmation Order, the Bankruptcy Court’s approval of the limited administrative consolidation of the Debtors solely for the purpose of implementing the Plan, including for purposes of voting, assessing whether Confirmation standards have been met, calculating and making Distributions under the Plan and filing post-Confirmation reports and paying quarterly fees to the Office of the United States Trustee. Pursuant to such order, as of the Effective Date: (a) all assets and liabilities of the Debtors will be deemed merged; (b) all guarantees by one Debtor of the obligations of any other Debtor will be deemed eliminated so that any Claim against any Debtor and any guarantee thereof executed by any other Debtor and any joint or several liability of any of the Debtors will be deemed to be one obligation of the consolidated Debtors; (c) each and every Claim Filed or to be Filed in the Chapter 11 Case of any Debtor will be deemed Filed against the consolidated Debtors and will be deemed one Claim against and a single obligation of the consolidated Debtors, and the Debtors may file and the Bankruptcy Court will sustain objections to Claims for the same liability that are Filed against multiple Debtors; and (d) Intercompany Claims between Debtors will be eliminated and extinguished. Such administrative consolidation (other than for the purpose of implementing the Plan) shall not affect (a) the legal and corporate structures of the Debtors, subject to the right of the Debtors to effect the Restructuring Transactions as provided in Section IV.B of the Plan; (b) the vesting of assets in the Reorganized Debtors; (c) the right to distributions from any Insurance Contracts or the proceeds thereof; or (d) the rights of any Person to contest alleged setoff or recoupment efforts on the grounds of lack of mutuality under section 553 of the Bankruptcy Code and otherwise applicable law.

Unless an objection to such consolidation is made in writing by any creditor or claimant affected by the Plan, Filed with the Bankruptcy Court and served on the parties listed in Section IX.F of the Plan on or before the Voting Deadline, or such other date as may be fixed by the Bankruptcy Court, the consolidation order (which may be the Confirmation Order) may be entered by the Bankruptcy Court. In the event any such objections are timely Filed, a hearing with respect thereto will occur at the Confirmation Hearing.

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IX.

LIQUIDATION ANALYSIS AND FINANCIAL PROJECTIONS

As further discussed below, the Debtors believe the Plan meets the feasibility requirement set forth in section 1129(a)(11) of the Bankruptcy Code, as Confirmation is not likely to be followed by liquidation or the need for further financial reorganization of the Reorganized Debtors.

In connection with developing the Plan, and for purposes, in part, of determining whether the Plan satisfies feasibility standards and the Reorganized Debtors’ ability to meet their obligations under the Plan and to maintain sufficient liquidity and capital resources to conduct their business, the Debtors’ management has developed financial projections (the “Financial Projections”) for the Reorganized Debtors and for NewCo for the six-month period ending December 31, 2016 and for the four years ending December 31 of 2017, 2018, 2019 and 2020 (the “Projection Period”). The Financial Projections with respect to the Reorganized Debtors and NewCo are attached hereto as Exhibit D and Exhibit E, respectively. The Financial Projections include projected consolidated (a) income statements, (b) balance sheets and (c) statements of cash flows for the Projection Period. The Debtors believe that the Reorganized Debtors will have sufficient liquidity to fund obligations as they arise, thereby maintaining value. Accordingly, the Debtors believe the Plan satisfies the feasibility requirement of section 1129(a)(11) of the Bankruptcy Code. The Debtors prepared the Financial Projections in good faith, based upon estimates and assumptions made by the Debtors’ management.

The Financial Projections assume that the Plan will be consummated in accordance with its terms and that all transactions contemplated by the Plan will be consummated by the assumed Effective Date. Any significant delay in the assumed Effective Date of the Plan may have a material negative impact on the operations and financial performance of the Debtors, including, but not limited to, an increased risk of inability to meet sales forecasts and higher reorganization expenses. Additionally, the estimates and assumptions in the Financial Projections, although considered reasonable by management, may not be realized, and are inherently subject to uncertainties and contingencies. They also are based on factors such as industry performance, general business, economic, competitive, regulatory, market and financial conditions, including assumptions regarding foreign currency exchange rates, all of which are difficult to predict and generally beyond the Debtors’ control. Because future events and circumstances may well differ from those assumed and unanticipated events or circumstances may occur, the Debtors expect that the actual and projected results will differ and the actual results may be materially different from those reflected in the Financial Projections.

No representations can be made as to the accuracy of the Financial Projections or the Reorganized Debtors’ or NewCo’s ability to achieve the projected results. Therefore, the Financial Projections may not be relied upon as a guaranty or other assurance of the actual results that will occur. The inclusion of the Financial Projections should not be regarded as an indication that the Debtors considered or consider the Financial Projections to reliably predict future performance. The Financial Projections are subjective in many respects, and thus are susceptible to interpretations and periodic revisions based on actual experience and recent developments. The Debtors do not intend to update or otherwise revise the Financial Projections to reflect the occurrence of future events, even in the event that assumptions underlying the Financial Projections are not borne out. The Financial Projections should be read in conjunction with the assumptions and qualifications set forth herein.

THE FINANCIAL PROJECTIONS SET FORTH IN EXHIBIT D AND EXHIBIT E ARE BASED UPON A NUMBER OF ESTIMATES AND ASSUMPTIONS THAT ARE INHERENTLY SUBJECT TO SIGNIFICANT UNCERTAINTIES AND CONTINGENCIES BEYOND THE CONTROL OF THE DEBTORS OR THE REORGANIZED DEBTORS. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT PROJECTIONS WOULD BE REALIZED IF THE PLAN WERE TO BECOME EFFECTIVE, AND ACTUAL RESULTS COULD VARY. THE DEBTORS, THE REORGANIZED DEBTORS, NEWCO AND ANY AFFILIATED ENTITY DO NOT INTEND TO UPDATE OR OTHERWISE REVISE THESE PROJECTIONS OR TO REFLECT EVENTS OR CIRCUMSTANCES EXISTING OR ARISING AFTER THE DATE OF THESE PROJECTIONS OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS NOR TO INCLUDE SUCH INFORMATION IN DOCUMENTS REQUIRED TO BE FILED WITH THE SEC OR OTHERWISE MAKE SUCH INFORMATION PUBLIC.

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X.

PLAN-RELATED RISK FACTORS

THE IMPLEMENTATION OF THE PLAN IS SUBJECT TO A NUMBER OF MATERIAL RISKS, INCLUDING THOSE DESCRIBED BELOW. PRIOR TO VOTING ON THE PLAN, EACH PARTY ENTITLED TO VOTE SHOULD CAREFULLY CONSIDER THESE RISKS, AS WELL AS ALL OF THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT, INCLUDING THE EXHIBITS ATTACHED HERETO. If any of these risks occur, the Debtors may not be able to conduct their business as currently planned, and their financial condition and operating results could be materially harmed. In addition to the risks set forth below, risks and uncertainties not presently known to the Debtors, or risks that the Debtors currently consider immaterial, may also impair the business, financial condition, cash flows and results of operations of the Debtors and/or the Reorganized Debtors.

A. Certain Bankruptcy Considerations

The Plan May Not Be Accepted or Confirmed

There can be no assurance that the requisite acceptances to confirm the Plan will be obtained. Thus, although the Debtors believe the Plan is confirmable under the standards set forth in section 1129 of the Bankruptcy Code, there is no guarantee that the Plan will be accepted by the requisite Classes entitled to vote on the Plan. If the Plan is not confirmed or consummated, there can be no assurance that the Chapter 11 Cases will continue rather than be converted to chapter 7 liquidation cases, or that any alternative plan of reorganization would be on terms as favorable to Holders of Claims and Interests as the terms of the Plan.

The Debtors anticipate that certain parties in interest may file objections to the Plan in an effort to persuade the Bankruptcy Court that the Debtors have not satisfied the confirmation requirements under sections 1129(a) and (b) of the Bankruptcy Code. Even if: (a) no objections are filed; (b) all impaired Classes of Claims accept or are deemed to have accepted the Plan; or (c) with respect to any Class of Claims or Interests that rejects or is deemed to have rejected the Plan, the requirements for “cramdown” are met, the Bankruptcy Court, which can exercise substantial discretion, may determine that the Plan does not meet the requirements for confirmation under sections 1129(a) and (b) of the Bankruptcy Code.

As further described in Section VII.C above, section 1129(a) of the Bankruptcy Code requires, among other things, (a) a demonstration that the Confirmation of the Plan will not be followed by liquidation or need for further financial reorganization of the Debtors, except as contemplated by the Plan, and (b) that the value of distributions to parties entitled to vote on the Plan who vote to reject the Plan not be less than the value of distributions such creditors would receive if the Debtors were liquidated under chapter 7 of the Bankruptcy Code. Although the Debtors believe that the Plan will meet the requirements for confirmation, there can be no assurance that the Bankruptcy Court will reach the same conclusion. If the Bankruptcy Court determines that the Plan violates section 1129 of the Bankruptcy Code in any manner, including, among other things, the cramdown requirements under section 1129(b) of the Bankruptcy Code, the Debtors, have reserved the right to amend the Plan in such a manner so as to satisfy the requirements of section 1129 of the Bankruptcy Code.

Classification and Treatment of Claims and Interests May Not Be Approved

Section 1122 of the Bankruptcy Code requires that the Plan classify Claims against, and Interests in, the Debtors. The Bankruptcy Code also provides that the Plan may place a Claim or Interest in a particular Class only if such Claim or Interest is substantially similar to the other Claims or Interests of such Class. The Debtors believe that all Claims and Interests have been appropriately classified in the Plan.

To the extent that the Bankruptcy Court finds that a different classification is required for the Plan to be confirmed, the Debtors would seek (a) to modify the Plan to provide for whatever classification might be required for confirmation and (b) to use the acceptances received from any Holder pursuant to this solicitation for the purpose

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of obtaining the approval of the Class or Classes of which such Holder ultimately is deemed to be a member. Any such reclassification of Holders, although subject to the notice and hearing requirements of the Bankruptcy Code, could adversely affect the Class in which such Holder was initially a member, or any other Class under the Plan, by changing the composition of such Class and the vote required for approval of the Plan. There can be no assurance that the Bankruptcy Court, after finding that a classification was inappropriate and requiring a reclassification, would approve the Plan based upon such reclassification. Except to the extent that modification of classification in the Plan requires resolicitation, the Debtors will, in accordance with the Bankruptcy Code and the Bankruptcy Rules, seek a determination by the Bankruptcy Court that acceptance of the Plan by any Holder of Claims pursuant to this solicitation will constitute a consent to the Plan’s treatment of such Holder regardless of the Class as to which such Holder is ultimately deemed to be a member. The Debtors believe that under the Bankruptcy Rules, they would be required to resolicit votes for or against the Plan only when a modification adversely affects the treatment of the Claim or Interest of any Holder.

The Bankruptcy Code also requires that the Plan provide the same treatment for each Claim or Interest of a particular Class unless the Holder of a particular Claim or Interest agrees to a less favorable treatment of its Claim or Interest. The Debtors believe that the Plan complies with the requirement of equal treatment. To the extent that the Bankruptcy Court finds that the Plan does not satisfy such requirement, the Bankruptcy Court could deny confirmation of the Plan.

Issues or disputes relating to classification and/or treatment could result in a delay in the confirmation and consummation of the Plan and could increase the risk that the Plan will not be consummated.

The Plan May Not Be Consummated if the Conditions to Effectiveness of the Plan Are Not Satisfied

Sections III.A and III.B of the Plan provide for certain conditions that must be satisfied (or waived) prior to the Confirmation Date and for certain other conditions that must be satisfied (or waived) prior to the Effective Date, including: (a) approval of the Confirmation Order and Confirmation Exhibits by certain parties in interest; (b) entry of the Confirmation Order by the Bankruptcy Court; (c) that the Confirmation Order is not stayed in any respect; and (d) approval of the documents effectuating Exit Funding by certain parties in interest. Many of the conditions are outside of the control of the Debtors. As of the date of this Disclosure Statement, there can be no assurance that any or all of the conditions in the Plan will be satisfied (or waived). Accordingly, there can be no assurance that the Plan will be confirmed by the Bankruptcy Court. Further, if the Plan is confirmed, there can be no assurance that the Plan will be consummated.

If the Plan Is Not Confirmed or Consummated, or the Reorganization Is Delayed, Distributions to Holders of Allowed Claims May Be Materially Reduced

If a liquidation or protracted reorganization were to occur, the distributions to Holders of Allowed Claims would be drastically reduced. In particular, the Debtors believe that, as set forth in the Liquidation Analysis, in a liquidation under chapter 7, Holders of Allowed Claims would receive substantially less because of the inability in a liquidation to realize the greater going-concern value of the Debtors’ assets. Furthermore, administrative expenses of a chapter 7 trustee and the trustee’s attorneys, accountants and other professionals would cause a substantial erosion of the value of the Debtors’ estates. Substantial additional Claims may also arise by reason of a protracted reorganization or liquidation, including from the rejection of previously assumed unexpired leases and other executory contracts, further reducing distributions to Holders of Allowed Claims.

If the Effective Date is delayed, the Debtors may not have sufficient cash available in order to operate their business. In that case, the Debtors may need new or additional postpetition financing, which may increase the costs of consummating the Plan. There is no assurance of the terms on which such financing may be available or if such financing will be available. Any increased costs as a result of the incurrence of additional indebtedness may reduce amounts available to distribute to Holders of Allowed Claims.

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If the Plan Structure Agreement Is Terminated, the Ability of the Debtors to Confirm and Consummate the Plan Could Be Materially and Adversely Affected

The Plan Structure Agreement contains a number of termination events, upon the occurrence of which certain parties to the Plan Structure Agreement may terminate such agreement. If the Plan Structure Agreement is terminated, each of the parties thereto will be released from their obligations in accordance with the terms of the Plan Structure Agreement. Any such termination may result in the loss of support for the Plan by the Consenting Lienholders, which could adversely affect the Debtors’ ability to confirm and consummate the Plan. If the Plan is not consummated, there can be no assurance that the Chapter 11 Cases would not be converted to chapter 7 liquidation cases or that any new Plan would be as favorable to Holders of Claims as the current Plan. Either outcome may materially reduce distributions to Holders of Claims.

Distributions to Holders of Allowed Claims Under the Plan May Differ from the Debtors’ Estimates

The estimates of Allowed Claims in this Disclosure Statement are based on the Debtors’ review of (a) the proofs of claim Filed in the Chapter 11 Cases as of the time of the filing of this Disclosure Statement, (b) their books and records and (c) the results of Claim settlements achieved and Claims objections prosecuted to completion as of the time of the filing of this Disclosure Statement. Upon (a) the passage of all applicable Bar Dates, (b) the completion of further analyses of the proofs of claim and (c) the completion of Claims litigation and related matters, the total amount of Claims that ultimately become Allowed Claims in the Chapter 11 Cases may differ from the Debtors’ estimates, and such difference could be material. For example, the amount of any Disputed Claim that ultimately is allowed may be significantly more or less than the estimated amount of such Claim used herein. Particular risks exist with respect to those Claims, such as Priority Claims, Priority Tax Claims and Secured Claims, that must be paid in Cash by the Recognized Debtors under the Plan. If estimates of such Claims are inaccurate, it may materially and adversely affect the Recognized Debtors’ financial condition.

Projected distributions are based upon good faith estimates of the total amount of Claims ultimately Allowed and the funds available for distribution. There can be no assurance that the estimated Claim amounts set forth in this Disclosure Statement are correct. These estimated amounts are based on certain assumptions with respect to a variety of factors. Both the actual amount of Allowed Claims in a particular Class and the funds available for distribution to such Class may differ from the Debtors’ estimates. If the total amount of Allowed Claims in a Class is higher than the Debtors’ estimates, or the funds available for distribution to such Class are lower than the Debtors’ estimates, the percentage recovery to Holders of Allowed Claims in such Class will be less than projected.

The Reorganized Debtors’ Ability to Use the Debtors’ Pre-Emergence Tax Attributes May Be Significantly Limited Under the United States Federal Income Tax Rules

The Debtors have experienced losses from the operation of their business. As a result, the Debtors estimate that their United States federal income tax net operating loss carryforwards (“NOLs”) are approximately $3.47 billion (and their United States federal alternative minimum tax NOLs are approximately $2.49 billion as of December 31, 2015, and they expect to have incurred additional NOLs since then. The Debtors’ NOLs and tax basis in assets will be reduced on account of cancellation of indebtedness income, and the Reorganized Debtors’ ability to use the remaining NOLs and possibly any recognized built-in losses to offset future taxable income may be significantly limited if the Debtors undergo an “ownership change” as defined in section 382 of the IRC in connection with the Plan and do not qualify or elect to use a special bankruptcy rule that would prevent a limitation on use of the tax attributes from applying. An entity that experiences an ownership change generally is subject to an annual limitation on its use of its pre-ownership change tax attributes after the ownership change equal to the equity value of the corporation immediately before the ownership change, multiplied by the long-term tax-exempt rate posted by the Internal Revenue Service (the “IRS”) (subject to certain adjustments). If the Debtors undergo an ownership change in connection with the Plan, however, they will be allowed to calculate the limitation on NOLs, in general, by reference to their equity value immediately after the ownership change (rather than the equity value immediately before the ownership change, as is the case under the general rule for non-bankruptcy ownership changes), thus generally reflecting any increase in the value of the stock due to the cancellation of debt resulting from the Plan. The annual limitation could also be increased each year to the extent that there is an unused

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limitation in a prior year. Even if the Debtors qualify for and elect to use a special bankruptcy rule that would prevent a limitation on use of the tax attributes from applying, the Debtors’ NOLs would first be reduced to the extent of certain prior interest deductions taken on account of indebtedness that will be converted into equity under the Plan. Generally, consummation of a chapter 11 plan of reorganization results in an ownership change.

B. General Economic Risk Factors and Risks Specific to the Business of the Debtors

The Companies May Not Be Able to Achieve Their Projected Financial Results

The financial projections set forth in Exhibit D and Exhibit E to this Disclosure Statement represent the Debtors’ best estimate of the future financial performances of the Reorganized Debtors and NewCo, respectively, based on currently known facts and assumptions about future operations, as well as the United States and world economies in general and, specifically, as related to the coal industry. The actual financial results may differ significantly from the projections. If the Reorganized Debtors or NewCo do not achieve their projected financial results, then the value of the Reorganized Debtors’ or NewCo’s debt or equity issued pursuant to the Plan may experience a decline and the Reorganized Debtors may lack sufficient liquidity to continue operating as planned after the Effective Date. Likewise, if the Reorganized Debtors, which may continue to conduct certain of the Debtors’ operations after the Effective Date, do not achieve their projected financial results, then they may not have the ability to satisfy costs associated with various environmental, health and safety regulations applicable to the Debtors’ operations, and state and federal agencies may take enforcement actions that force such operations to shut down immediately.

Future Regulations or Changes in the Interpretation, Application or Enforcement of Existing Regulations Applicable to the Debtors’ Business Could Increase the Reorganized Debtors’ Operational Costs and Reduce Demand for Coal

Federal and state authorities regulate the coal mining industry with respect to matters such as (a) employee health and safety, (b) permitting and licensing requirements, (c) the protection of the environment and wildlife, (d) reclamation and restoration of mining properties after mining is completed, (e) surface subsidence from underground mining and (f) the effects of mining on groundwater quality and availability. Numerous governmental permits and approvals are required for mining operations. The costs, liabilities and requirements associated with complying with environmental, health and safety requirements are often significant. New or revised legislation or administrative regulations (or a change in judicial or administrative interpretation, application or enforcement of existing laws and regulations), including proposals related to the protection of the environment or employee health and safety, that would further regulate and tax the coal industry or users of coal may also require the Reorganized Debtors or their customers to change operations significantly or incur increased costs. Such changes may materially adversely affect Reorganized Debtors’ operations, cost structure and consumer demand for coal. Failure to comply with these laws and regulations may also result in consequences that materially adversely affect the Reorganized Debtors, including: (a) the assessment of administrative, civil and criminal fines or penalties; (b) the acceleration of reclamation and site restoration costs; (c) the issuance of injunctions to limit or cease operations; (d) the suspension or revocation of permits; and (e) other enforcement measures that could have the effect of limiting production of coal from the Reorganized Debtors’ operations. Additionally, the Mine Safety and Health Administration may order the temporary closure of mines in the event of a perceived imminent danger to miners’ safety or health or for certain violations of safety rules.

New Developments in the Regulation of Environmental Matters Could Materially Adversely Affect the Demand for Coal and the Reorganized Debtors’ Financial Condition, Operations and Cash Flow

The operations of the Debtors are affected by environmental laws and regulations in the United States and other countries that govern, among other things (a) emissions to the air, (b) discharges to water and (c) the reclamation of property upon which mining operations have been conducted. As further described in Section II.D, legislators in the United States have considered and, in some cases, passed significant new laws to address global climate change, including, among others, those that would impose a nationwide cap on carbon dioxide and other greenhouse gas emissions. Further, the EPA and other regulators are using existing laws, including the federal Clean Air Act, to impose obligations, including emission limits and technology-based requirements, on producers of carbon dioxide and other greenhouse gas emissions. Such initiatives may cause a reduction in the demand for coal, which could adversely affect the Reorganized Debtors’ operations.

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Current and potential future international, federal, state, regional or local laws, regulations or court orders addressing: (a) greenhouse gas emissions; (b) coal ash; and/or (c) emissions of sulfur dioxide, nitrogen oxides, mercury and other hazardous air pollutants and particulate matter may require additional controls on coal-fueled power plants and industrial boilers and may cause some users of coal to close existing facilities, reduce construction of new facilities or switch from coal to alternative fuels. These ongoing and future developments may have a material adverse impact on the global demand for coal and, as a result, could materially adversely affect the Reorganized Debtors’ financial condition, operations and cash flow. Even in the absence of future regulatory developments, increased awareness of, and any adverse publicity regarding, greenhouse gases and other air emissions and coal ash disposal associated with coal and coal-fueled power plants could adversely affect the Reorganized Debtors’ and the Reorganized Debtors’ customers’ reputations and reduce demand for coal.

C. Risks Related to Reorganized ANR Common Stock

The Reorganized Debtors’ Operations May Not Be Profitable After the Effective Date, Which Could Have an Adverse Impact on the Value of the Reorganized ANR Common Stock

Although the restructuring efforts of the Debtors are designed to ensure the profitability and viability of the Reorganized Debtors, and any related or successor entity, the coal industry is facing significant challenges that threaten such profitability. If these challenges continue, or if new or unforeseen challenges arise, it is possible that the profitability of the Reorganized Debtors’ operations may be threatened. If the Reorganized Debtors’ operations are not profitable, the value of the Reorganized ANR Common Stock may materially decrease as a result, thereby affecting the ultimate value of any recovery effected through the distribution of Reorganized ANR Common Stock.

Holders of Shares of Reorganized ANR Common Stock Will Be Restricted in Their Ability to Transfer or Re-Sell Their Shares

Reorganized ANR Common Stock will be offered under an exemption from registration under the Securities Act and applicable state securities laws. Reorganized ANR Common Stock will not be registered under the Securities Act and, therefore, holders of shares of Reorganized ANR Common Stock may only offer or sell the shares pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws or pursuant to an effective registration statement.

There Is No Established Market for Shares of New ANR Common Stock, Which Means There Are Uncertainties Regarding the Prices and Terms on Which Holders Could Dispose of Their Shares, if at All

No established market exists for the Reorganized ANR Common Stock. The Reorganized Debtors do not intend to apply to list the Reorganized ANR Common Stock on any national exchange or interdealer quotation system. There can be no assurances as to the presence or the liquidity of any trading market for the Reorganized ANR Common Stock, that holders will be able to sell their shares at a particular time or that the prices that may be received will be favorable.

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XI.

FEDERAL INCOME TAX CONSEQUENCES OF CONSUMMATION OF THE PLAN

A. General

A DESCRIPTION OF CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN IS PROVIDED BELOW. THE DESCRIPTION IS BASED ON THE IRC, TREASURY REGULATIONS, JUDICIAL DECISIONS AND ADMINISTRATIVE DETERMINATIONS, ALL AS IN EFFECT ON THE DATE OF THIS DISCLOSURE STATEMENT AND ALL SUBJECT TO CHANGE, POSSIBLY WITH RETROACTIVE EFFECT. CHANGES IN ANY OF THESE AUTHORITIES OR IN THEIR INTERPRETATION COULD CAUSE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN TO DIFFER MATERIALLY FROM THE CONSEQUENCES DESCRIBED BELOW.

THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN ARE COMPLEX AND, IN IMPORTANT RESPECTS, UNCERTAIN. NO RULING HAS BEEN REQUESTED FROM THE IRS; NO OPINION HAS BEEN REQUESTED FROM DEBTORS’ COUNSEL CONCERNING ANY TAX CONSEQUENCES OF THE PLAN; AND NO TAX OPINION IS GIVEN BY THIS DISCLOSURE STATEMENT.

THE DESCRIPTION THAT FOLLOWS DOES NOT COVER ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO HOLDERS OF CLAIMS. FOR EXAMPLE, THE DESCRIPTION DOES NOT ADDRESS ISSUES OF SPECIAL CONCERN TO CERTAIN TYPES OF TAXPAYERS, SUCH AS DEALERS IN SECURITIES, LIFE INSURANCE COMPANIES, FINANCIAL INSTITUTIONS, TAX-EXEMPT ORGANIZATIONS, PARTNERSHIPS OR PARTNERS IN PARTNERSHIPS; NOR DOES IT ADDRESS TAX CONSEQUENCES TO HOLDERS OF INTERESTS IN THE DEBTORS OR HOLDERS OF CLAIMS NOT ENTITLED TO VOTE. THE DESCRIPTION ALSO DOES NOT DISCUSS STATE, LOCAL, NON-U.S. OR NON-INCOME TAX CONSEQUENCES.

FOR THESE REASONS, THE DESCRIPTION THAT FOLLOWS IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND PROFESSIONAL TAX ADVICE BASED UPON THE INDIVIDUAL CIRCUMSTANCES OF EACH HOLDER OF A CLAIM. HOLDERS OF CLAIMS ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF THE PLAN.

B. Consequences to the Debtors and NewCo

1. Restructuring Transactions

a. Entity Conversions

As described in Exhibit IV.B.1 of the Plan (the “Restructuring Transactions Exhibit”), the Debtors expect that on or after the Confirmation Date certain Debtors will convert under state law to limited liability companies and certain other Debtors will make entity classification elections to be treated as disregarded (or other flow-through) entities for U.S. federal income tax purposes (collectively, the “Entity Conversions”). The tax consequences of an Entity Conversion will depend in part on whether a particular Debtor is solvent for U.S. federal income tax purposes. If the converting Debtor is solvent, then the Debtors expect the Entity Conversion to be treated as a tax-free liquidation of the converting Debtor into its parent entity, in which case the converting Debtor generally would not recognize gain or loss and the parent entity would succeed to the converting Debtor’s tax attributes, including NOLs. If the converting Debtor is not solvent, then the Debtors generally expect the Entity Conversion to be treated as a taxable sale or exchange, in which case the converting Debtor generally would recognize taxable gain or loss and the parent entity would not succeed to the converting Debtor’s tax attributes, but may be entitled to claim a worthless stock deduction, which could be ordinary or capital in nature depending on the particular circumstances of the converting Debtor. The Debtors’ available tax attributes, including NOLs to the extent not limited, could be utilized in whole or in part to offset any gain and cash taxes that may be payable by the Debtors in connection with the Entity Conversions.

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b. Transfer of Assets (Other than the NewCo Assets) to Reorganized ANR

As described in the Restructuring Transactions Exhibit, the Debtors expect that ANR will (i) transfer all of the Assets that it holds other than the NewCo Assets to a newly formed Delaware corporation (“Reorganized ANR”) in exchange for preferred stock of Reorganized ANR, rights to the Reorganized ANR Contingent Revenue Payment and common stock of another newly formed Delaware corporation (“New ANR Parent”) that owns all of the common stock of Reorganized ANR (the “Reorganized ANR Exchange”) and (ii) distribute such preferred and common stock and other rights to holders of Claims in accordance with the Plan simultaneously with the ANR Recapitalization (as defined and discussed below).

The Debtors expect the Reorganized ANR Exchange to be treated as a taxable sale or exchange for U.S. federal income tax purposes. ANR generally will recognize taxable gain or loss equal to the difference between (a) its amount realized (generally the fair market value of the transferred Assets plus any other amounts treated as purchase price for U.S. federal income tax purposes) and (b) ANR’s tax basis in the contributed Assets. The Debtors’ available tax attributes, including NOLs to the extent not limited, could be utilized in whole or in part to offset any gain and cash taxes that may be payable by the Debtors in connection with the Reorganized ANR Exchange.

c. Recapitalization of ANR

Prior to the NewCo Asset Sale, all outstanding shares of stock of ANR will be cancelled and, as described in the Restructuring Transactions Exhibit, ANR will issue (or be deemed to issue) the following consideration (the “Recapitalization Consideration”) to or on behalf of holders of First Lien Lender Claims, Secured Second Lien Noteholder Claims, Category 1 General Unsecured Claims and Category 2 General Unsecured Claims (the “ANR Recapitalization”): new shares of common stock, warrants for its common stock (on terms substantially similar to the terms of the NewCo Warrants), promissory notes (one on terms substantially similar to the terms of the GUC Distribution Note (if any) and the other on terms substantially similar to the First Lien Lender Takeback/Preferred Consideration), and certain participation rights (on terms substantially similar to the NewCo ABL Participation Rights); which Recapitalization Consideration will be exchanged for the NewCo Common Stock, NewCo Warrants, the GUC Distribution Note (if any), the First Lien Lender Takeback/Preferred Consideration and the NewCo ABL Participation Rights in accordance with the Plan on the Effective Date. The Debtors expect the ANR Recapitalization to qualify in whole or in part as a “reorganization” within the meaning of section 368(a) of the IRC and the Debtors generally would not recognize taxable gain or loss as a result of the ANR Recapitalization.

For a discussion of the tax consequences to holders of Claims as a result of the ANR Recapitalization, see Section XI.b.2 (“Exchanges of Stock or Securities”) and Section XI.b.3 (“Exchanges Other than Exchanges of Stock or Securities”) below.

d. NewCo Asset Sale and Dissolution of ANR

The Debtors expect the NewCo Asset Sale, together with the subsequent distribution of the consideration received by ANR to certain holders of Claims and the subsequent liquidation of ANR for U.S. federal income tax purposes, to qualify as a “reorganization” within the meaning of section 368(a) of the IRC, in which case NewCo may be treated as a continuation of and successor to ANR solely for U.S. federal income tax purposes. The Debtors generally would not recognize taxable gain or loss on the NewCo Asset Sale. NewCo’s tax basis in the NewCo Assets generally would be the same as ANR’s tax basis in such assets. While NewCo also would succeed to the NOLs and other tax attributes of the Debtors, the Debtors expect such attributes to be subject to a limitation under section 382 of the IRC of approximately $500,000. See Section XI.B.2.b (“Limitation on NOL Carryforwards”) below.

For a discussion of the tax consequences to holders of Claims as a result of the ANR Recapitalization, see Section XI.C.2 (“Exchanges of Stock or Securities”) and Section XI.C.3 (“Exchanges Other than Exchanges of Stock or Securities”) below.

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2. Certain Other U.S. Federal Income Tax Consequences to the Debtors and NewCo

a. Cancellation of Debt Income

Generally, the discharge of a debt obligation of a debtor for an amount less than the adjusted issue price (in most cases, the amount the debtor received on incurring the obligation, with certain adjustments) creates cancellation of indebtedness (“COD”) income that must be included in the debtor’s income. The amount of the Debtors’ COD income will depend upon the value of the Plan consideration distributed on account of the Allowed Claims against the Debtors relative to the amount of such Allowed Claims (or adjusted issue price if different from the amount of the Allowed Claims), as well as the extent to which those Allowed Claims constitute debt for U.S. federal income tax purposes and the extent to which the payment of such Allowed Claims would be deductible for U.S. federal income tax purposes. However, COD income is excluded from taxable income by a taxpayer that is a debtor in a reorganization case if the discharge is granted by the bankruptcy court or pursuant to a plan of reorganization approved by a bankruptcy court. It is expected that the Plan, if approved, would enable the Debtors to qualify for this bankruptcy exclusion rule with respect to any COD income triggered by the Plan.

If COD income of a debtor qualifies for the bankruptcy exclusion, however, certain income tax attributes otherwise available and of value to the debtor are reduced, in most cases by the amount of the COD income. Tax attributes subject to reduction include, in the following order: (a) NOLs and NOL carryforwards; (b) most credit carryforwards, including the general business credit and the minimum tax credit; (c) capital losses and capital loss carryforwards; (d) the tax basis of the debtor’s assets, but generally not in an amount greater than the excess of the aggregate tax bases of the property held by the debtor immediately after the discharge over the aggregate amount of the debtor’s liabilities immediately after the discharge; and (e) foreign tax credit carryforwards. A debtor may elect to avoid the prescribed order of attribute reduction and instead reduce the basis of depreciable property first.

In the case of affiliated corporations filing a consolidated return, such as ANR (and, after the Effective Date, NewCo) and its consolidated U.S. subsidiaries that are taxed as corporations (the “ANR Loss Group”), the attribute reduction rules apply first to the separate attributes of or attributable to the particular corporation whose debt is being discharged, and then, if necessary, to certain attributes of other members of the group. Accordingly, COD income of a Debtor would result first in the reduction of any NOLs and other attributes, including asset basis, of or attributable to such Debtor, and then, potentially, of consolidated NOLs and/or basis of or attributable to other members of the consolidated group. Attribute reduction does not occur until immediately after the close of the taxable year in which the debt discharge occurs—i.e., after use of any such NOLs and other attributes to determine the consolidated group’s taxable income for the tax year in which the debt is discharged.

The ANR Loss Group is expected to recognize a significant amount of COD income in connection with the implementation of the Plan. It has not yet been determined whether to elect first to reduce the tax basis in depreciable property or to reduce NOLs first. Regardless of whether this election is made, it is possible that the ANR Loss Group will have some NOLs remaining after reduction for COD income, although no assurance can be given at this time.

b. Limitation on NOL Carryforwards

(i) General

The Debtors estimate that their U.S. federal income tax NOL carryforwards are approximately $3.47 billion (and their U.S. federal alternative minimum tax NOLs are approximately $2.49 billion) as of December 31, 2015, and they expect to have incurred additional NOLs since then. Certain of the Debtors’ NOLs may be subject to limitation under section 382 of the IRC as a result of an Ownership Change (as defined below) that occurred prior to the Petition Date.

Section 382 of the IRC provides rules limiting the utilization of a corporation’s NOLs and other losses, deductions and credits following a more than 50% change in ownership of a corporation’s equity (an “Ownership Change”). Generally, consummation of a chapter 11 plan of reorganization results in an Ownership Change, and an Ownership Change may occur with respect to the ANR Loss Group. Section 382(l)(6) of the IRC sets forth the limitation provisions applicable to corporations that undergo an Ownership Change in bankruptcy that does not

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qualify for, or for which the corporations elect out of, the Bankruptcy Exception (as defined below). Therefore, post-Effective Date usage of any NOLs and other tax attributes of the ANR Loss Group (after reduction for COD income) by the ANR Loss Group (or NewCo) will be limited by section 382(l)(6) of the IRC, unless the Bankruptcy Exception applies. Under section 382(l)(6), the amount of post-Ownership Change annual taxable income of the ANR Loss Group (or NewCo) that can be offset by the pre-Ownership Change NOLs of the ANR Loss Group generally cannot exceed an amount equal to the product of (a) the applicable federal long-term tax-exempt rate in effect on the date of the Ownership Change (e.g., 2.25% for an Ownership Change occurring in June 2016) and (b) the value of the NewCo Equity immediately after implementation of the Plan (the “Annual Limitation”). The value of the NewCo Equity for purposes of this computation would reflect the increase, if any, in value resulting from any surrender or cancellation of any Claims in the Chapter 11 Cases.

The Annual Limitation may be increased if the Debtors have a net unrealized built-in gain immediately before an Ownership Change. If, however, the Debtors have a net unrealized built-in loss immediately before an Ownership Change, the Annual Limitation may apply to such net unrealized built-in loss.

Any unused Annual Limitation may be carried forward, thereby increasing the Annual Limitation in the subsequent taxable year. However, notwithstanding the rules noted above, if NewCo and its subsidiaries do not continue the Debtors’ historic business or use a significant portion of their assets in a new business for two years after the Ownership Change (the “Business Continuity Requirement”), the Annual Limitation resulting from the Ownership Change is zero.

(ii) Bankruptcy Exception

Section 382(l)(5) of the IRC (the “Bankruptcy Exception”) provides that the Annual Limitation will not apply to limit the utilization of a debtor’s NOLs or built-in losses if the debtor’s stock owned by those persons who were stockholders of the debtor immediately before the Ownership Change, together with the stock received by certain holders of claims pursuant to the debtor’s plan, comprise 50% or more of the vote and value of all of the debtor’s stock outstanding immediately after the Ownership Change. Stock received by holders will be included in the 50% calculation if, and to the extent that, such holders constitute “qualified creditors.” A “qualified creditor” is a holder of a claim that (a) was held by such holder since the date that is 18 months before the date on which the debtor first filed its petition with the bankruptcy court or (b) arose in the ordinary course of business and is held by the person who at all times held the beneficial interest in such claim. In determining whether the Bankruptcy Exception applies, certain holders of claims that would own a de minimis amount of the debtor’s stock pursuant to the debtor’s plan are presumed to have held their claims since the origination of such claims. In general, this de minimis rule applies to holders of claims who would own directly or indirectly less than 5% of the total fair market value of the debtor’s stock pursuant to the plan.

If the Bankruptcy Exception applies, a subsequent Ownership Change with respect to the ANR Loss Group (or NewCo) occurring within two years after the Effective Date will result in the reduction of the Annual Limitation, which would otherwise apply to the subsequent Ownership Change, to zero. Thus, an Ownership Change within two years after the Effective Date would eliminate the ability of the ANR Loss Group (or NewCo) to use pre-Ownership Change NOLs thereafter. If the Bankruptcy Exception applies, the Business Continuity Requirement does not apply, although a lesser business continuation requirement may apply under Treasury regulations. If an Ownership Change occurs after the two years following the Effective Date, then the ANR Loss Group (or NewCo) will become subject to limitation on the use of its NOLs based upon the value of the ANR Loss Group (or NewCo) at the time of that subsequent change.

Although the Annual Limitation will not apply to restrict the deductibility of NOLs if the Bankruptcy Exception applies, NOLs of the ANR Loss Group will be reduced by the amount of any deduction for any interest paid or accrued, with respect to all Allowed Claims converted into NewCo Equity, by the Debtors during the three taxable years preceding the taxable year in which the Ownership Change occurs and during the portion of the taxable year of the Ownership Change preceding the Ownership Change.

The availability of the Bankruptcy Exception to the ANR Loss Group is uncertain. As a result, it cannot be determined yet whether the ANR Loss Group will be eligible for the Bankruptcy Exception.

Even if the Bankruptcy Exception otherwise applies, the ANR Loss Group may elect not to have the Bankruptcy Exception apply, in which event the Annual Limitation would apply. The ANR Loss Group will have until the due date of the tax return for the taxable year of the Effective Date to make such a determination.

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Whether, and to what extent, the ANR Loss Group (or NewCo) may be able to utilize the ANR Loss Group’s NOLs will depend upon the Plan transactions, including the Restructuring Transactions.

(iii) Consolidated Return Rules

Pursuant to applicable Treasury regulations, when a corporation ceases to be a member of a consolidated group, NOLs and NOL carryforwards allocable to the departing corporation may be used by its former consolidated group (generally without limitation) in determining the group’s taxable income for the taxable year of departure. Any NOLs or NOL carryforwards allocable to the departing corporation remaining after the determination of the consolidated group’s taxable income for the taxable year of departure (taking into account the effect of any COD income) may be used by the departing corporation in subsequent taxable years, subject to certain limitations, including the limitation described in Section XI.B.2.b (“Limitation on NOL Carryforwards”) above.

c. Alternative Minimum Tax

In general, a U.S. federal alternative minimum tax (“AMT”) is imposed on a corporation’s alternative minimum taxable income (“AMTI”) at a 20% rate to the extent that such tax exceeds the corporation’s regular U.S. federal taxable income for the year. AMTI is generally equal to regular taxable income with certain adjustments. For purposes of computing AMTI, certain tax deductions and other beneficial allowances are modified or eliminated. In particular, even though a corporation might otherwise be able to offset all of its taxable income for regular U.S. federal income tax purposes by available NOL carryforwards, a corporation is generally entitled to offset no more than 90% of its AMTI with NOL carryforwards (as recomputed for AMT purposes). Accordingly, usage of the Debtors’ NOLs by NewCo may be subject to limitations for AMT purposes in addition to any other limitations that may apply.

If a corporation (or a consolidated group) undergoes an Ownership Change and is in a net unrealized built-in loss position on the date of the Ownership Change, the corporation’s (or group’s) aggregate tax basis in its assets may be reduced for certain AMT purposes to reflect the fair market value of such assets as of the change date.

Any AMT that a corporation pays generally will be allowed as a nonrefundable credit against its regular U.S. federal income tax liability in future taxable years when the corporation is no longer subject to AMT.

C. Certain U.S. Federal Income Tax Consequences to U.S. Holders of Claims

1. General

The U.S. federal income tax consequences of the Plan to a U.S. Holder of a Claim will depend in part on whether the U.S. Holder reports income on the accrual or cash basis, whether the U.S. Holder has taken a bad debt deduction or worthless security deduction with respect to the Claim and whether the U.S. Holder receives Distributions under the Plan in more than one taxable year. For purposes of this discussion, a “U.S. Holder” is a holder that is: (a) an individual citizen or resident of the United States for U.S. federal income tax purposes; (b) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia; (c) an estate the income of which is subject to U.S. federal income taxation regardless of the source of such income; or (d) a trust (i) if a court within the United States is able to exercise primary jurisdiction over the trust’s administration and one or more United States persons have authority to control all substantial decisions of the trust or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

2. Exchanges of Stock or Securities

There is no precise definition of the term “security” under the U.S. federal income tax law. Rather, all facts and circumstances pertaining to the origin and character of a Claim are relevant in determining whether it is a tax security. Nevertheless, courts generally have held that an obligation having a term of less than five years will not be considered a tax security, while an obligation evidenced by a written instrument and having an original maturity of ten years or more will be considered a tax security.

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The exchange (or deemed exchange) of an Allowed First Lien Lender Claim or an Allowed Category 2 General Unsecured Claim, in each case, that constitutes a tax security, for Recapitalization Consideration in the ANR Recapitalization should be treated as part of a “reorganization” within the meaning of section 368(a) of the IRC. A U.S. Holder that receives Recapitalization Consideration in exchange for an Allowed First Lien Lender Claim or an Allowed Category 2 General Unsecured Claim (in each case, that constitutes a tax security) as part of a reorganization generally would not recognize gain or loss unless the holder also receives Cash or other property in the ANR Recapitalization, in which case the holder generally would recognize gain (but not loss) on the exchange, but only up to the amount of any Cash and generally the fair market value of the other property received.

The exchange of Recapitalization Consideration that constitutes stock or warrants for NewCo Equity or NewCo Warrants in connection with the NewCo Asset Sale should be treated as part of a “reorganization” within the meaning of section 368(a) of the IRC. A U.S. Holder that receives NewCo Equity or NewCo Warrants in exchange (or in deemed exchange) for such Recapitalization Consideration as part of a reorganization generally would not recognize gain or loss.

Generally, any gain recognized on the exchange would be a long-term capital gain if the Claim is a capital asset in the hands of the U.S. Holder (generally, property held for investment purposes) and the U.S. Holder has held such Claim for more than one year, unless the U.S. Holder had previously claimed a bad debt deduction or had accrued market discount with respect to such Claim. See Section XI.C.7 (“Market Discount”) below for a discussion of the character of any gain recognized from a Claim with accrued market discount.

A U.S. Holder’s tax basis in stock or securities received in a reorganization in exchange for other stock or securities (apart from any portion thereof allocable to interest) generally will equal such holder’s adjusted tax basis in the stock or securities surrendered less the amount of Cash and the fair market value of any other property received plus the amount of gain recognized by the holder, and a holder’s holding period in such stock or securities received (apart from any portion thereof allocable to interest) generally will include the holder’s holding period in the stock or securities surrendered. A U.S. Holder’s tax basis in other property received generally will be such property’s fair market value as of the Effective Date, and the holder’s holding period for such other property generally will begin on the day after the day of receipt.

To the extent any portion of a U.S. Holder’s recovery is allocable to interest on a Claim that accrued while such holder held the Claim, such portion would be treated as interest income to the U.S. Holder. See Section XI.C.5 (“Accrued but Unpaid Interest”) below for a discussion of the allocation of recoveries first to principal and then to interest. A U.S. Holder’s tax basis in stock or securities received on account of accrued but unpaid interest generally will be equal to the fair market value of such stock or securities, and the holder’s holding period for such stock or securities generally will begin on the day after the day of receipt.

For special considerations applicable to U.S. Holders of Allowed Category 1 General Unsecured Claims or Allowed Category 2 General Unsecured Claims on the receipt of the Reorganized ANR Contingent Revenue Payment (including the Reorganized ANR Contingent Revenue Payment Allocation), see Section XI.C.9.c (“Reorganized ANR Contingent Revenue Payment”) below.

3. Exchanges Other than Exchanges of Stock or Securities

A U.S. Holder of an Allowed Claim that does not constitute a tax security that is exchanged for Cash and/or other property generally will recognize gain or loss in an amount equal to the difference between (a) the U.S. Holder’s amount realized and (b) the U.S. Holder’s adjusted tax basis in its Claim. A U.S. Holder’s amount realized generally is equal to the amount of Cash plus the fair market value of other property received by the U.S. Holder with respect to its Allowed Claim.

Generally, any gain or loss recognized on the exchange would be a long-term capital gain or loss if the Claim is a capital asset in the hands of the U.S. Holder (generally, property held for investment purposes) and the U.S. Holder has held such Claim for more than one year, unless the U.S. Holder had previously claimed a bad debt deduction or the U.S. Holder had accrued market discount with respect to such Claim. U.S. Holders that recognize capital losses as a result of the receipt of Distributions under the Plan may be subject to limitations on the utilization of such capital losses. See Section XI.C.7 (“Market Discount”) below for a discussion of the character of any gain recognized from a Claim with accrued market discount.

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A U.S. Holder’s tax basis in the property received generally will be equal to the fair market value of such property. A U.S. Holder’s holding period in the property would begin on the day following the day of receipt.

To the extent any portion of a U.S. Holder’s recovery is allocable to interest on a Claim that accrued while such holder held the Claim, such portion would be treated as interest income to the U.S. Holder. See Section XI.C.5 (“Accrued but Unpaid Interest”) below for a discussion of the allocation of recoveries first to principal and then to interest.

For special considerations applicable to U.S. Holders of Allowed Category 1 General Unsecured Claims or Allowed Category 2 General Unsecured Claims on the receipt of the Reorganized ANR Contingent Revenue Payment (including the Reorganized ANR Contingent Revenue Payment Allocation), see Section XI.C.9.c (“Reorganized ANR Contingent Revenue Payment”) below.

4. Medicare Surtax

Subject to certain limitations and exceptions, U.S. Holders who are individuals, estates or trusts may be required to pay a 3.8% Medicare surtax on all or part of that U.S. Holder’s “net investment income” (or “undistributed net investment income” in the case of an estate or trust), which includes, among other items, dividends on stock, interest (including OID, if any) on debt and capital gains from the sale or other taxable disposition of stock or debt. U.S. Holders should consult their own tax advisors regarding the effect, if any, of this surtax on their receipt of Cash and other property in exchange for Claims pursuant to the Plan.

5. Accrued but Unpaid Interest

In general, a U.S. Holder that was not previously required to include in taxable income any accrued but unpaid interest on a Claim may be required to include such amount as taxable interest income upon receipt of a Distribution under the Plan. A U.S. Holder that was previously required to include in taxable income any accrued but unpaid interest on the Claim may be entitled to recognize a deductible loss to the extent that such interest is not satisfied under the Plan. The Plan provides that, to the extent applicable, all Distributions to a U.S. Holder of an Allowed Claim will apply first to the principal amount of such Claim until such principal amount is paid in full and then to any interest accrued on such Claim prior to the Petition Date. The remaining portion of such Distributions, if any, will apply to any interest accrued on such Claim after the Petition Date. There is no assurance, however, that the IRS will respect this treatment and will not determine that all or a portion of amounts distributed to such U.S. Holder and attributable to principal under the Plan is properly allocable to interest. Each U.S. Holder of a Claim on which interest has accrued is urged to consult its tax advisor regarding the tax treatment of Distributions under the Plan and the deductibility of any accrued but unpaid interest for U.S. federal income tax purposes.

6. Bad Debt or Worthless Securities Deductions

A U.S. Holder who, under the Plan, receives in respect of an Allowed Claim an amount less than the U.S. Holder’s tax basis in the Allowed Claim may be entitled in the year of receipt (or in an earlier or later year) to a deduction in some amount under section 166(a) or 165 of the IRC. The rules governing the character, timing and amount of bad debt or worthless securities deductions place considerable emphasis on the facts and circumstances of the U.S. Holder, the obligor and the instrument with respect to which a deduction is claimed. U.S. Holders of Claims, therefore, are urged to consult their tax advisors with respect to their ability to take such a deduction.

7. Market Discount

A U.S. Holder that purchased its Claim from a prior U.S. Holder with market discount will be subject to the market discount rules of the IRC. Under those rules, assuming that the U.S. Holder has made no election to amortize the market discount into income on a current basis with respect to any market discount instrument, any gain recognized on the exchange of its Claim (subject to a de minimis rule) generally would be characterized as ordinary income to the extent of the accrued market discount on such Claim as of the date of the exchange.

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8. Information Reporting and Backup Withholding

All Distributions under the Plan will be subject to applicable U.S. federal income tax reporting and withholding. The IRC imposes “backup withholding” (currently at a rate of 28%) on certain “reportable” payments to certain taxpayers, including payments of interest (including OID, if any). Under the IRC’s backup withholding rules, a U.S. Holder of a Claim may be subject to backup withholding with respect to Distributions or payments made pursuant to the Plan, unless the U.S. Holder: (a) comes within certain exempt categories (which generally include corporations) and, when required, demonstrates this fact; or (b) provides a correct taxpayer identification number and certifies under penalty of perjury that the taxpayer identification number is correct and that the taxpayer is not subject to backup withholding because of a failure to report all dividend and interest income. Backup withholding is not an additional U.S. federal income tax, but merely an advance payment that may be refunded to the extent it results in an overpayment of income tax. A U.S. Holder of a Claim may be required to establish an exemption from backup withholding (e.g., by providing a properly completed and executed IRS Form W-9) or to make arrangements with respect to the payment of backup withholding.

9. Consequences of Owning Property Received Pursuant to the Plan

a. Distributions with Respect to Reorganized ANR Common Stock, Reorganized ANR Preferred Interests, NewCo Common Stock and NewCo Preferred Interests

Distributions received by a U.S. Holder with respect to Reorganized ANR Common Stock, Reorganized ANR Preferred Interests, NewCo Common Stock and NewCo Preferred Interests generally are treated as taxable dividends to the extent paid out of current or accumulated earnings and profits of Reorganized ANR, New ANR Parent or NewCo, as applicable, possibly subject to qualified dividends treatment, then tax-free return of basis (to the extent thereof) and then capital gain thereafter, subject to the extraordinary dividend rules.

b. Sale or Exercise of NewCo Warrants

A U.S. Holder of an Allowed Claim who receives NewCo Warrants generally will not recognize income, gain or loss upon a subsequent exercise of such warrants. A U.S. Holder’s tax basis in the NewCo Common Stock acquired on the U.S. Holder’s exercise of the warrants will equal the sum of the exercise price paid for such shares and the U.S. Holder’s tax basis in the warrants, which generally will be the warrant’s fair market value as of the Effective Date. The U.S. Holder’s holding period for the acquired NewCo Common Stock will begin on the date the warrants are exercised.

If a U.S. Holder sells the NewCo Warrants or they expire unexercised, the U.S. Holder generally will recognize capital gain or loss upon the date of the sale or expiration of the warrants, reflecting the amount by which the consideration received, or the fair market value of the warrants, exceeds, or is less than, such U.S. Holder’s tax basis in the warrants.

c. Reorganized ANR Contingent Revenue Payment

The amount of gain or loss a U.S. Holder of an Allowed Category 1 General Unsecured Claim or an Allowed Category 2 General Unsecured Claim recognizes, and the timing (and potentially the character of a portion) of such gain or loss, will depend in part on the U.S. federal income tax classification and treatment of the right to the Reorganized ANR Contingent Revenue Payment, including the Reorganized ANR Contingent Revenue Payment Allocation, which is uncertain. A sale or exchange in which a U.S. Holder receives a right to the Reorganized ANR Contingent Revenue Payment could be treated as either a “closed transaction” or an “open transaction” for U.S. federal income tax purposes. It is the general position of the IRS that only in “rare and extraordinary cases” is the value of property so uncertain that open transaction treatment is available. However, there is no authority directly addressing whether contingent payment rights with characteristics similar to the rights to the Reorganized ANR Contingent Revenue Payment should be treated as an open transaction or a closed transaction, and such question is inherently factual in nature. Accordingly, U.S. Holders are urged to consult their tax advisors regarding this issue. This summary of U.S. federal income tax consequences assumes that the exchange in which the right to receive the Reorganized ANR Contingent Revenue Payment is received would be treated as a closed transaction. Accordingly, the value of the right to receive the Reorganized ANR Contingent Revenue Payment would be

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included in the property received in exchange for Allowed Category 1 General Unsecured Claims or Allowed Category 2 General Unsecured Claims, as described in Section XI.C.2 (“Exchanges of Stock or Securities”) and Section XI.C.3 (“Exchanges Other than Exchanges of Stock or Securities”) above (depending on whether the right to receive the Reorganized ANR Contingent Revenue Payment and the Claim that is exchanged are tax securities).

The right to the Reorganized ANR Contingent Revenue Payment may be treated as a separate property right that is not debt for U.S. federal income tax purposes. If so, then a U.S. Holder generally would be entitled to receive payments on account of the Reorganized ANR Contingent Revenue Payment tax free to the extent of such U.S. Holder’s tax basis in the right to the Reorganized ANR Contingent Revenue Payment. A U.S. Holder would recognize gain to the extent it receives payments on account of the right to receive the Reorganized ANR Contingent Revenue Payment in excess of such U.S. Holder’s tax basis, and a U.S. Holder would recognize loss to the extent its tax basis exceeds the amount of all payments it receives on account of the right to the Reorganized ANR Contingent Revenue Payment. Additionally, a portion of any payment on account of the Reorganized ANR Contingent Revenue Payment may be treated as imputed interest, which would be taken into account as ordinary interest income.

Alternatively, if the right to receive the Reorganized ANR Contingent Revenue Payment is treated as an equity interest in Reorganized ANR, then the tax consequences of owning the right to receive the Reorganized ANR Contingent Revenue Payment generally would be those described in Section XI.C.9.a (“Distributions with Respect to Reorganized ANR Common Stock, Reorganized ANR Preferred Interests, NewCo Common Stock and NewCo Preferred Interests”) above. The Debtors do not anticipate that rights to the Reorganized ANR Contingent Revenue Payment will be treated as equity for U.S. federal income tax purposes.

d. Interest and OID with Respect to the GUC Distribution Note and the First Lien Lender Takeback/Preferred Consideration

It is expected that the GUC Distribution Note will be issued with original issue discount (“OID”) for U.S. federal income tax purposes because its “issue price” will be less than its stated principal amount by more than a de minimis amount. The issue price of the GUC Distribution Note will be its stated principal amount less the amount of imputed interest as determined under the applicable provisions of the IRC and Treasury regulations. Accordingly, a U.S. Holder will be required to include OID in gross income (as ordinary interest income) on an annual basis under a constant-yield-to-maturity method, regardless of the U.S. Holder’s method of accounting for U.S. federal income tax purposes or the fact that the cash payments attributable to that income generally will not be received until a subsequent taxable year. A U.S. Holder’s tax basis in the GUC Distribution Note will be increased by the amount of OID includible in the U.S. Holder’s gross income as it accrues.

The First Lien Lender Takeback/Preferred Consideration will be issued with OID if its “issue price” is less than its stated principal amount by more than a de minimis amount. If the First Lien Lender Takeback/Preferred Consideration has a stated principal amount in excess of $100.0 million and the note is treated as publicly traded under applicable Treasury regulations, then the issue price of the First Lien Lender Takeback/Preferred Consideration would be the note’s fair market value. If the First Lien Lender Takeback/Preferred Consideration is not treated as publicly traded, then the issue price of the First Lien Lender Takeback/Preferred Consideration generally would be its stated principal amount, provided that First Lien Lender Takeback/Preferred Consideration has adequate stated interest. If the First Lien Lender Takeback/Preferred Consideration is issued with OID, then holders would be required to include OID in gross income (as ordinary interest income) on an annual basis under a constant-yield-to-maturity method as discussed above.

Each of the GUC Distribution Note and the First Lien Lender Takeback/Preferred Consideration also may have market discount if its fair market value is less than its issue price. See Section XI.C.7 (“Market Discount”) above.

e. Exercising the NewCo ABL Participation Rights

A U.S. Holder of an Allowed Secured Second Lien Noteholder Claim who receives its Pro Rata share of the NewCo ABL Participation Rights will not recognize income, gain or loss upon a subsequent exercise of such rights. Upon the exercise of NewCo ABL Participation Rights, a U.S. Holder’s tax basis in, and the issue price of,

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the NewCo ABL Facility, generally will be the exercise price of the NewCo ABL Participation Rights less the sum of (a) any Cash received by the exercising holder, (b) the fair market value of any NewCo Common Stock and NewCo Preferred Interests received by the exercising holder and (c) the issue price of the Second Lien Distribution Note. The difference between the issue price of the NewCo ABL Facility and the stated redemption price at maturity will be includible in the holder’s gross income as OID on an annual basis under a constant-yield-to-maturity method as described in Section XI.C.9.d (“Interest and OID with Respect to GUC Distribution Note”) above. A U.S. Holder’s holding period in the NewCo Common Stock, NewCo Preferred Interests and the Second Lien Distribution Note generally will begin on the day after receipt.

If a U.S. Holder sells the NewCo ABL Participation Rights or they expire unexercised, the U.S. Holder generally will recognize capital gain or loss upon the date of the sale or expiration of the rights, reflecting the amount by which the consideration received, or the fair market value of the rights, exceeds, or is less than, such U.S. Holder’s tax basis in the rights.

Stated interest on the Second Lien Distribution Note generally will be taxable as ordinary income in accordance with the U.S. Holder’s regular method of accounting for U.S. federal income tax purposes.

If the Second Lien Distribution Note has a stated principal amount in excess of $100.0 million and the note is treated as publicly traded under applicable Treasury regulations, then the issue price of the Second Lien Distribution Note would be the note’s fair market value. If the Second Lien Distribution Note is not treated as publicly traded, then the issue price of the Second Lien Distribution Note generally would be its stated principal amount.

D. Certain U.S. Federal Income Tax Consequences of the Plan to Non-U.S. Holders of Claims

For purposes of this discussion, a “Non-U.S. Holder” is any holder that is neither a U.S. Holder nor a partnership (or other entity treated as a partnership or other pass-through entity for U.S. federal income tax purposes).

1. Recognition of Gain or Loss on Exchanges Pursuant to the Plan or Other Subsequent Sales, Exchanges or Dispositions

Whether a Non-U.S. Holder realizes gain or loss on an exchange of a Claim pursuant to the Plan or on a subsequent disposition of property received under the Plan and the amount of such gain or loss is determined generally in a similar manner as set forth above in connection with U.S. Holders. See Section XI.C.3 (“Exchanges Other than Exchanges of Stock or Securities”) above.

Subject to the application of FATCA (as defined below) and/or backup withholding, a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax with respect to any gain realized on the exchange of its Claim pursuant to the Plan, or on the subsequent sale, exchange or other taxable disposition (including cash redemption) of property received under the Plan, unless:

(a) the Non-U.S. Holder is an individual who was present in the United States for 183 days or more during the taxable year in which the sale, exchange or other disposition occurs and certain other conditions are met;

(b) such gain is effectively connected with the conduct by such Non-U.S. Holder of a trade or business in the United States (and, if an income tax treaty applies, such gain is attributable to a permanent establishment or fixed base maintained by such Non-U.S. Holder in the United States); or

(c) the Debtors, Reorganized Debtors (including Reorganized ANR) or NewCo, as applicable, are or have been a United States real property holding corporation (a “USRPHC”) at any time within the shorter of the five-year period preceding the sale, exchange or other disposition or the Non-U.S. Holder’s holding period for such Claim or property, provided that, in the case of an exchange of a Claim pursuant to the Plan, this clause (c) will apply only to exchanges of Claims with respect to convertible Notes (i.e., the 2017 Notes, the 2020 Notes or possibly the Massey Convertible Notes) and, in the case of a subsequent sale, exchange or other disposition of property received under the Plan, this clause (c) will apply only to Reorganized ANR Common Stock, Reorganized ANR Preferred Interests, NewCo Common Stock and NewCo Preferred Interests.

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Regarding clause (a), to the extent that any gain is taxable, the Non-U.S. Holder generally will be subject to U.S. federal income tax at a rate of 30% (or at a reduced rate or exemption from tax under an applicable income tax treaty established through adequate documentation) on the amount by which such Non-U.S. Holder’s capital gains allocable to U.S. sources exceed certain capital losses allocable to U.S. sources during the taxable year of the exchange.

Regarding clause (b), the Non-U.S. Holder generally will be subject to U.S. federal income tax in the same manner as a U.S. Holder (including by filing a U.S. tax return). In addition, if such a Non-U.S. Holder is a corporation, it may be subject to a branch profits tax equal to 30% (or at a reduced rate or exemption from tax under an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, subject to certain adjustments.

Regarding clause (c), generally, a corporation is a USRPHC if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests, as defined in the IRC and applicable Treasury regulations, and its other assets used or held for use in a trade or business. Although not free from doubt, the Debtors believe that they currently are a USRPHC. Accordingly, gain described in clause (c) generally will be subject to U.S. federal income tax in the same manner as a U.S. Holder (including by filing a U.S. tax return) and gross proceeds of sales, exchanges or other dispositions described in clause (c) generally will be subject to a 15% withholding tax (absent an applicable exception such as the “regularly traded on an established securities market” exception available with respect to certain less than 5% Non-U.S. Holders).

2. Interest

Subject to the application of FATCA (as defined below) and/or backup withholding, payments to a Non-U.S. Holder of an Allowed Claim that are attributable to accrued but untaxed interest on the Allowed Claim and payments to a Non-U.S. Holder in respect of U.S.-source interest (including OID, if any) on the Second Lien Distribution Note, the GUC Distribution Note or the First Lien Lender Takeback/Preferred Consideration generally will not be subject to U.S. federal income or withholding tax if the Non-U.S. Holder qualifies for the “portfolio interest exemption.” A Non-U.S. Holder generally will qualify for the portfolio interest exemption if, prior to payment, the holder provides the withholding agent with appropriate documentation (generally, IRS Form W-8BEN or W-8BEN-E (or a successor form), as applicable) establishing that the Non-U.S. Holder is not a U.S. person, unless:

(a) the Non-U.S. Holder actually or constructively owns 10% or more of the total combined voting power of all classes entitled to vote of ANR, Reorganized ANR or NewCo, as applicable;

(b) the Non-U.S. Holder is a “controlled foreign corporation” that is a “related person” with respect to the Debtors, Reorganized ANR or NewCo (each, within the meaning of the IRC);

(c) the Non-U.S. Holder is a bank receiving interest described in section 881(c)(3)(A) of the IRC; or

(d) such interest is effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the United States (in which case, provided the Non-U.S. Holder tenders a properly completed and executed IRS Form W-8ECI (or successor form) to the withholding agent, the Non-U.S. Holder (a) generally will not be subject to withholding tax, but (b) will be subject to U.S. federal income tax in the same manner as a U.S. Holder (unless an applicable income tax treaty provides otherwise), and a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes may also be subject to a branch profits tax with respect to such Non-U.S. Holder’s effectively connected earnings and profits that are attributable to the accrued but untaxed interest at a rate of 30% (or at a reduced rate or exemption from tax under an applicable income tax treaty)).

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A Non-U.S. Holder that does not qualify for an exemption from withholding tax with respect to interest that is not effectively connected income generally will be subject to withholding of U.S. federal income tax at a 30% rate (or at a reduced rate or exemption from tax under an applicable income tax treaty) on payments on Allowed Claims that are attributable to accrued but untaxed interest, or payments (or deemed payments) of U.S.-source interest (including OID, if any) on the Second Lien Distribution Note, the GUC Distribution Note or the First Lien Lender Takeback/Preferred Consideration. A Non-U.S. Holder generally will be required to satisfy certain certification requirements in order to claim a reduction of or exemption from withholding under a tax treaty by providing a properly completed and executed IRS Form W-8BEN or W-8BEN-E (or successor form), as applicable, upon which the Non-U.S. Holder certifies, under penalties of perjury, its status as a non-U.S. person and its entitlement to the lower treaty rate or exemption from tax with respect to such payments. For purposes of providing a properly completed and executed IRS Form W-8BEN or W-8BEN-E (or successor form), as applicable, special procedures are provided under applicable Treasury regulations for payments through qualified foreign intermediaries or certain financial institutions that hold customers’ securities in the ordinary course of their trade or business.

Because the amount of any payment on account of the Reorganized ANR Contingent Revenue Payment is contingent upon the gross revenues of Reorganized ANR, any portion of a payment on account of the Reorganized ANR Contingent Revenue Payment that is treated as interest may be subject to less favorable rules under the IRC or an applicable income tax treaty, including not being eligible for the portfolio interest exemption.

3. Distributions Paid to Non-U.S. Holders

Any distributions made with respect to Reorganized ANR Common Stock, Reorganized ANR Preferred Interests, NewCo Common Stock and NewCo Preferred Interests will constitute dividends for U.S. federal income tax purposes to the extent of Reorganized ANR’s, New ANR Parent’s or NewCo’s current or accumulated earnings and profits, as applicable, as determined under U.S. federal income tax principles. If the amount of any distribution exceeds Reorganized ANR’s, New ANR Parent’s or NewCo’s current or accumulated profits, as applicable, such excess will first be treated as a return of capital to the extent of a Non-U.S. Holder’s basis in its stock, and thereafter will be treated as capital gain. Except as described below, dividends paid with respect to stock held by a Non-U.S. Holder that are not effectively connected with a Non-U.S. Holder’s conduct of a U.S. trade or business (or, if an income tax treaty applies, are not attributable to a permanent establishment or fixed base maintained by such Non-U.S. Holder in the United States) will be subject to U.S. federal withholding tax at a rate of 30% (or at a reduced rate or exemption from tax established through adequate documentation to be available to such holder under an applicable income tax treaty). A Non-U.S. Holder generally will be required to satisfy certain IRS certification requirements in order to claim a reduction of or exemption from withholding under a tax treaty by filing a properly completed and executed IRS Form W-8BEN or W-8BEN-E (or successor form), as applicable, upon which the Non-U.S. Holder certifies, under penalties of perjury, its status as a non-U.S. person and its entitlement to the lower treaty rate or exemption from tax with respect to such payments. Dividends paid with respect to Reorganized ANR Common Stock, Reorganized ANR Preferred Interests, NewCo Common Stock and NewCo Preferred Interests, as applicable, held by a Non-U.S. Holder that are established through adequate documentation to be effectively connected with a Non-U.S. Holder’s conduct of a U.S. trade or business (and, if an income tax treaty applies, are attributable to a permanent establishment or fixed base maintained by such Non-U.S. Holder in the United States) generally will be subject to U.S. federal income tax, and a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes may also be subject to a branch profits tax with respect to such Non-U.S. Holder’s effectively connected earnings and profits that are attributable to the dividends at a rate of 30% (or at a reduced rate or exemption from tax under an applicable income tax treaty).

4. FATCA

Pursuant to the Foreign Account Tax Compliance Act (“FATCA”), foreign financial institutions (which term includes most foreign hedge funds, private equity funds, mutual funds, securitization vehicles and other investment vehicles) and certain other foreign entities generally must comply with certain information reporting rules with respect to their U.S. account holders and investors. A foreign financial institution or such other foreign entity that does not comply with the FATCA reporting requirements will generally be subject to a 30% withholding

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tax with respect to any “withholdable payments” (whether received as a beneficial owner or as an intermediary for another party). For this purpose, “withholdable payments” are any U.S.-source payments of fixed or determinable, annual or periodical income, including any distribution under the Plan on account of an Allowed Claim that is allocable to accrued but unpaid interest, any interest payments (including OID, if any) on the Second Lien Distribution Note, the GUC Distribution Note or the First Lien Lender Takeback/Preferred Consideration and distributions with respect to Reorganized ANR Common Stock, Reorganized ANR Preferred Interests, NewCo Common Stock and NewCo Preferred Interests. Beginning January 1, 2019, they also include the entire gross proceeds from the sale or other disposition of any property of a type which can produce U.S.-source interest or dividends, including the Second Lien Distribution Note, the GUC Distribution Note, the First Lien Lender Takeback/Preferred Consideration, Reorganized ANR Common Stock, Reorganized ANR Preferred Interests, NewCo Common Stock and NewCo Preferred Interests, even if the payment would otherwise not be subject to U.S. nonresident withholding tax (e.g., because it is capital gain). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

We will not pay any additional amounts to Non-U.S. Holders in respect of any amounts withheld, including pursuant to FATCA. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such taxes. Non-U.S. Holders are urged to consult with their own tax advisors regarding the effect, if any, of the FATCA provisions to them based on their particular circumstances.

Non-U.S. Holders should consult their tax advisors regarding the particular tax consequences to them of the transactions contemplated by the Plan.

E. Importance of Obtaining Professional Tax Assistance

THE FOREGOING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN, AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING WITH A TAX PROFESSIONAL. THE ABOVE DISCUSSION IS FOR INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. THE TAX CONSEQUENCES ARE IN MANY CASES UNCERTAIN AND MAY VARY DEPENDING ON A HOLDER’S INDIVIDUAL CIRCUMSTANCES. ACCORDINGLY, HOLDERS ARE URGED TO CONSULT WITH THEIR TAX ADVISORS ABOUT THE FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES OF THE PLAN.

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XII.

APPLICABILITY OF CERTAIN FEDERAL AND STATE SECURITIES LAWS

A. Reorganized ANR Common Stock

The following is a discussion of the federal and state securities laws applicable to the issuance of securities pursuant to the Plan, including Reorganized ANR Common Stock.

The Debtors anticipate that no registration statement will be filed under the Securities Act or any state securities laws with respect to the offer and distribution under the Plan of Reorganized ANR Common Stock in respect of Claims. The Debtors believe that the provisions of section 1145(a) of the Bankruptcy Code exempt the offer and distribution of such securities under the Plan from federal and state securities registration requirements as discussed below.

B. Initial Offer and Sale

Section 1145(a)(1) of the Bankruptcy Code exempts the offer and sale of securities under a plan of reorganization from registration under the Securities Act and state securities laws if three principal requirements are satisfied: (a) the securities must be offered and sold under a plan of reorganization and must be securities of the debtor, an affiliate participating in a joint plan with the debtor or a successor to the debtor under the plan; (b) the recipients of the securities must hold a claim against, interest in or an administrative expense claim in the case concerning the debtor or such affiliate; and (c) the securities must be issued entirely in exchange for the recipient’s claim against or interest in the debtor or such affiliate, or principally in such exchange and partly for cash or property. Section 1145(a)(2) of the Bankruptcy Code exempts the offer of a security through any warrant, option, right to purchase or conversion privilege that is sold in the manner specified in section 1145(a)(1) and the sale of a security upon the exercise of such a warrant, option, right or privilege. The Debtors believe that the offer and sale of Reorganized ANR Common Stock under the Plan in satisfaction of Claims satisfy the requirements of section 1145(a) of the Bankruptcy Code and, therefore, are exempt from registration under the Securities Act and state securities laws.

The exemptions provided for in section 1145(a) do not apply to an entity that is deemed an “underwriter” as such term is defined in section 1145(b) of the Bankruptcy Code. Section 1145(b) of the Bankruptcy Code provides that, with specified exemptions and except with respect to “ordinary trading transactions” of an entity that is not an “issuer,” an entity is an “underwriter” if the entity:

• purchases a claim against, an interest in, or a claim for administrative expense against the debtor with a view to distributing any security received in exchange for such a claim or interest (“accumulators”);

• offers to sell securities offered under a plan for the holders of such securities (“distributors”);

• offers to buy securities under a plan from the holders of such securities, if the offer to buy is (a) with a view to distributing such securities and (b) made under a distribution agreement; or

• is an “issuer” with respect to the securities, as the term “issuer” is defined in section 2(a)(11) of the Securities Act.

Under section 2(a)(11) of the Securities Act, an “issuer” includes any “affiliate” of the issuer, which means any person directly or indirectly controlling, controlled by or under common control with the issuer.

Persons who are not deemed “underwriters” may generally resell the securities they received under section 1145(a)(1) without registration under the Securities Act or other applicable law. Persons deemed “underwriters” may sell such securities without registration only pursuant to exemptions from registration under the Securities Act and other applicable law.

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C. Subsequent Transfers under Federal Securities Law

1. Non-Affiliates

Securities issued pursuant to section 1145(a) of the Bankruptcy Code are deemed to have been issued in a public offering pursuant to section 1145(c) of the Bankruptcy Code and are not restricted securities. In general, therefore, resales of and subsequent transactions in the securities issued under the Plan will be exempt from registration under the Securities Act pursuant to section 4(a)(1) of the Securities Act and are freely tradeable, unless the holder thereof is deemed to be an “issuer,” an “underwriter” or a “dealer” with respect to such securities. For these purposes, an “issuer” includes any “affiliate” of the issuer, defined as a person directly or indirectly controlling, controlled by or under common control with the issuer. “Control,” as defined in Rule 405 of the Securities Act, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise. A “dealer,” as defined in section 2(a)(12) of the Securities Act, is any person who engages either for all or part of his or her time, directly or indirectly, as agent, broker or principal, in the business of offering, buying, selling or otherwise dealing or trading in securities issued by another person. Whether or not any particular person would be deemed to be an “affiliate” of the Reorganized Debtors or an “underwriter” or a “dealer” with respect to any securities issued under the Plan will depend upon various facts and circumstances applicable to that person.

Notwithstanding the provisions of section 1145(b) of the Bankruptcy Code regarding accumulators and distributors, in connection with prior bankruptcy cases, the staff of the SEC has taken the position that resales of securities distributed under a plan of reorganization by accumulators or distributors of securities who are not “affiliates” of the issuer of such securities are exempt from registration under the Securities Act if effected in “ordinary trading transactions.” The staff of the SEC has indicated in this context that a transaction by such non-“affiliates” may be considered an “ordinary trading transaction” if it is made on a national securities exchange or in the over-the-counter market and does not involve any of the following factors:

• either (a) concerted action by the recipients of securities issued under a plan in connection with the sale of such securities or (b) concerted action by distributors on behalf of one or more such recipients in connection with such sales;

• the use of informational documents concerning the offering of the securities prepared or used to assist in the resale of such securities, other than a bankruptcy court-approved disclosure statement and supplements thereto and documents filed with the SEC pursuant to the Exchange Act; or

• the payment of special compensation to brokers and dealers in connection with the sale of such securities designed as a special incentive to the resale of such securities (other than the compensation that would be paid pursuant to arm’s-length negotiations between a seller and a broker or dealer, each acting unilaterally, not greater than the compensation that would be paid for a routine similar-sized sale of similar securities of a similar issuer).

The staff of the SEC has not provided any guidance for privately arranged trades.

The Debtors have not sought the views of the SEC on this matter and, therefore, no assurance can be given regarding the proper application of the “ordinary trading transaction” exemption described above. Any persons intending to rely on such exemption are urged to consult their own counsel as to the applicability thereof to any particular circumstances.

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2. Affiliates

Securities issued under the Plan to “affiliates” of the Reorganized Debtors will be subject to restrictions on resale. Affiliates of the Reorganized Debtors for these purposes will generally include its directors and officers and its controlling stockholders. Although there is no precise definition of a “controlling” stockholder, the legislative history of section 1145 of the Bankruptcy Code suggests that a creditor who owns 10% or more of a Class of securities of a reorganized debtor may be presumed to be a “controlling person” of the debtor. In addition, for any “affiliate” of an issuer deemed to be an underwriter, Rule 144 under the Securities Act provides a safe-harbor from registration under the Securities Act for certain limited public resales of unrestricted securities by “affiliates” of the issuer of such securities. Rule 144 allows a Holder of unrestricted securities that is an affiliate of the issuer of such securities to sell, without registration, within any three-month period a number of shares of such unrestricted securities that does not exceed the greater of 1% of the number of outstanding securities in question or the average weekly trading volume in the securities in question during the four calendar weeks preceding the date on which notice of such sale was filed pursuant to Rule 144, subject to the satisfaction of certain other requirements of Rule 144 regarding the manner of sale, notice requirements and the availability of current public information regarding the issuer.

D. Subsequent Transfers Under State Law

The securities issued under the Plan pursuant to section 1145(a) of the Bankruptcy Code generally may be resold without registration under state securities laws pursuant to various exemptions provided by the respective laws of those states. However, the availability of such state exemptions depends on the securities laws of each state, and holders of Claims may wish to consult with their own legal advisor regarding the availability of these exemptions in their particular circumstances.

In addition, state securities laws generally provide registration exemptions for subsequent transfers to institutional or accredited investors. Such exemptions generally are expected to be available for subsequent transfers of the securities issued pursuant to the Plan.

GIVEN THE COMPLEX NATURE OF THE QUESTION OF WHETHER A PARTICULAR PERSON MAY BE AN UNDERWRITER AND OTHER ISSUES ARISING UNDER APPLICABLE SECURITIES LAWS, THE DEBTORS MAKE NO REPRESENTATIONS CONCERNING THE RIGHT OF ANY PERSON TO TRANSFER REORGANIZED ANR COMMON STOCK ISSUED PURSUANT TO THE PLAN. THE DEBTORS RECOMMEND THAT HOLDERS OF CLAIMS CONSULT THEIR OWN COUNSEL CONCERNING WHETHER THEY MAY FREELY TRADE SUCH SECURITIES.

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XIII.

RECOMMENDATION AND CONCLUSION

The Debtors believe that the confirmation and consummation of the Plan is preferable to all other alternatives. Consequently, the Debtors urge all parties entitled to vote to accept the Plan and to evidence their acceptance by duly completing and returning their Ballots so that they will be received on or before the Voting Deadline.

Dated: May 27, 2016	Respectfully submitted,
	Alpha Natural Resources, Inc. (on its own behalf and on behalf of each affiliate Debtor)
	By:	/s/ Mark M. Manno
		Name:	Mark M. Manno
		Title:	Executive Vice President, General Counsel & Chief Procurement Officer

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EXHIBIT A

Schedule of Debtors and Debtors in Possession

DEBTORS AND DEBTORS IN POSSESSION

Debtor’s Name	Debtor’s EIN Number	Case Number
Alpha Natural Resources, Inc.		15-33896
Alex Energy, Inc.		15-33911
Alpha American Coal Company, LLC		15-33913
Alpha American Coal Holding, LLC		15-33915
Alpha Appalachia Holdings, Inc.		15-33917
Alpha Appalachia Services, Inc.		15-33921
Alpha Coal Resources Company, LLC		15-33925
Alpha Coal Sales Co., LLC		15-33926
Alpha Coal West, Inc.		15-33931
Alpha European Sales, Inc.		15-33898
Alpha India, LLC		15-33937
Alpha Land and Reserves, LLC		15-33939
Alpha Midwest Holding Company		15-33944
Alpha Natural Resources, LLC		15-33947
Alpha Natural Resources International, LLC		15-33950
Alpha Natural Resources Services, LLC		15-33952
Alpha PA Coal Terminal, LLC		15-33955
Alpha Shipping and Chartering, LLC		15-33959
Alpha Sub Eight, LLC		15-33916
Alpha Sub Eleven, Inc.		15-33918
Alpha Sub Nine, LLC		15-33922
Alpha Sub One, LLC		15-33927
Alpha Sub Ten, Inc.		15-33930
Alpha Sub Two, LLC		15-33934
Alpha Terminal Company, LLC		15-33940
Alpha Wyoming Land Company, LLC		15-33949
AMFIRE, LLC		15-33954
AMFIRE Holdings, LLC		15-33958
AMFIRE Mining Company, LLC		15-33963
Appalachia Coal Sales Company, Inc.		15-33900
Appalachia Holding Company		15-33901
Aracoma Coal Company, Inc.		15-33966
Axiom Excavating and Grading Services, LLC		15-33970
Bandmill Coal Corporation		15-33978
Bandytown Coal Company		15-33983
Barbara Holdings Inc.		15-33986
Barnabus Land Company		15-33990
Belfry Coal Corporation		15-33993
Big Bear Mining Company		15-34000
Black Castle Mining Company, Inc.		15-34004
Black King Mine Development Co.		15-34008
Black Mountain Cumberland Resources, Inc.		15-33902
Boone East Development Co.		15-34012
Brooks Run Mining Company, LLC		15-34016
Brooks Run South Mining, LLC		15-34022
Buchanan Energy Company, LLC		15-33895
Castle Gate Holding Company		15-34024
Clear Fork Coal Company		15-34026
Coal Gas Recovery II, LLC		15-34018
Crystal Fuels Company		15-34028
Cumberland Coal Resources, LP		15-34030

Debtor’s Name	Debtor’s EIN Number	Case Number
Dehue Coal Company		15-33912
Delbarton Mining Company		15-33919
Delta Mine Holding Company		15-33923
DFDSTE Corp.		15-33928
Dickenson-Russell Coal Company, LLC		15-33932
Dickenson-Russell Land and Reserves, LLC		15-33935
DRIH Corporation		15-33938
Duchess Coal Company		15-33942
Eagle Energy, Inc.		15-33945
Elk Run Coal Company, Inc.		15-33948
Emerald Coal Resources, LP		15-33956
Enterprise Mining Company, LLC		15-33960
Esperanza Coal Co., LLC		15-33962
Foundation Mining, LLC		15-33965
Foundation PA Coal Company, LLC		15-33968
Foundation Royalty Company		15-33971
Freeport Mining, LLC		15-33973
Freeport Resources Company, LLC		15-33975
Goals Coal Company		15-33979
Green Valley Coal Company		15-33985
Greyeagle Coal Company		15-33989
Harlan Reclamation Services LLC		15-33903
Herndon Processing Company, LLC		15-33992
Highland Mining Company		15-33996
Hopkins Creek Coal Company		15-33999
Independence Coal Company, Inc.		15-34002
Jacks Branch Coal Company		15-34005
Jay Creek Holding, LLC		15-34007
Kanawha Energy Company		15-34010
Kepler Processing Company, LLC		15-34013
Kingston Mining, Inc.		15-33924
Kingwood Mining Company, LLC		15-33941
Knox Creek Coal Corporation		15-33904
Lauren Land Company		15-33953
Laxare, Inc.		15-33969
Litwar Processing Company, LLC		15-33976
Logan County Mine Services, Inc.		15-33982
Long Fork Coal Company		15-33987
Lynn Branch Coal Company, Inc.		15-33994
Maple Meadow Mining Company		15-34003
Marfork Coal Company, Inc.		15-34009
Martin County Coal Corporation		15-34015
Maxxim Rebuild Co., LLC		15-34027
Maxxim Shared Services, LLC		15-34029
Maxxum Carbon Resources, LLC		15-34032
McDowell-Wyoming Coal Company, LLC		15-34033
Mill Branch Coal Corporation		15-33905
New Ridge Mining Company		15-34034
New River Energy Corporation		15-34035
Neweagle Industries, Inc.		15-33906
Nicewonder Contracting, Inc.		15-34036
North Fork Coal Corporation		15-33097

Debtor’s Name	Debtor’s EIN Number	Case Number
Omar Mining Company		15-34038
Paramont Coal Company Virginia, LLC		15-34039
Paynter Branch Mining, Inc.		15-34040
Peerless Eagle Coal Co.		15-34041
Pennsylvania Land Holdings Company, LLC		15-34042
Pennsylvania Land Resources, LLC		15-34020
Pennsylvania Land Resources Holding Company, LLC		15-34043
Pennsylvania Services Corporation		15-34044
Performance Coal Company		15-34045
Peter Cave Mining Company		15-34046
Pigeon Creek Processing Corporation		15-33908
Pilgrim Mining Company, Inc.		15-34047
Pioneer Fuel Corporation		15-34049
Plateau Mining Corporation		15-34050
Power Mountain Coal Company		15-33914
Premium Energy, LLC		15-33920
Rawl Sales & Processing Co.		15-33929
Republic Energy, Inc.		15-33933
Resource Development LLC		15-33909
Resource Land Company LLC		15-33910
River Processing Corporation		15-33936
Riverside Energy Company, LLC		15-33943
Riverton Coal Production Inc.		15-33946
Road Fork Development Company, Inc.		15-33951
Robinson-Phillips Coal Company		15-33957
Rockspring Development, Inc.		15-33961
Rostraver Energy Company		15-33964
Rum Creek Coal Sales, Inc.		15-33967
Russell Fork Coal Company		15-33972
Shannon-Pocahontas Coal Corporation		15-33974
Shannon-Pocahontas Mining Company		15-33977
Sidney Coal Company, Inc.		15-33981
Spartan Mining Company		15-33984
Stirrat Coal Company		15-33988
Sycamore Fuels, Inc.		15-33991
T. C. H. Coal Co.		15-33995
Tennessee Consolidated Coal Company		15-33997
Thunder Mining Company II, Inc.		15-34001
Trace Creek Coal Company		15-34006
Twin Star Mining, Inc.		15-34011
Wabash Mine Holding Company		15-34014
Warrick Holding Company		15-34017
West Kentucky Energy Company		15-34019
White Buck Coal Company		15-34021
Williams Mountain Coal Company		15-34023
Wyomac Coal Company, Inc.		15-34025