UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 22, 2020

CONTURA ENERGY, INC.(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-38735 81-3015061(Commission File Number) (IRS Employer Identification No.)

340 Martin Luther King Jr. Blvd.Bristol, Tennessee 37620

(Address of Principal Executive Offices, zip code)

(423) 573-0300(Registrant’s telephone number, including area code)

Not Applicable

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registeredCommon Stock CTRA New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 ofthe Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

TABLE OF CONTENTS

Item 4.01 Changes in Registrant's Certifying AccountantItem 8.01 Other InformationItem 9.01 Financial Statements and ExhibitsSignaturesExhibit Index

Item 4.01 Changes in Registrant’s Certifying Accountant

(a) Dismissal of KPMG LLP.

On May 22, 2020, Contura Energy, Inc. (the “Company”) dismissed KPMG LLP (“KPMG”) as the Company's independent registered public accounting firm, uponapproval of the Audit Committee of the Company’s Board of Directors.

During the Company’s two most recent fiscal years ended December 31, 2019 and subsequent interim period through May 22, 2020, there were no: (1)disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with KPMG on any matter of accounting principles or practices,financial statement disclosure, or auditing scope or procedures which, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference inconnection with their opinion to the subject matter of the disagreement, or (2) reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except thatKPMG LLP advised Contura Energy, Inc. of the following material weaknesses: the Company’s risk assessment process was ineffective and the Company did nothave a sufficient complement or sufficiently trained personnel to effectively assess and implement necessary controls. As a result, process level controls over thevaluation of coal inventory and elements of the procurement process were ineffective.

The audit reports of KPMG on the Company’s financial statements as of and for the years ended December 31, 2019 and 2018 did not contain any adverse opinionor a disclaimer of opinion, nor were the reports qualified or modified as to uncertainty, audit scope, or accounting principles, except for the following:

• KPMG LLP’s report on the Company’s financial statements as of and for the years ended December 31, 2019 and 2018, contained a separate paragraphindicating that as discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for revenue recognitioneffective January 1, 2018 due to the adoption of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers.

• Additionally, KPMG LLP’s report on the Company’s financial statements as of and for the year ended December 31, 2018, contained a separateparagraph indicating that as discussed in Note 1 to the financial statements, effective July 26, 2016, the Company acquired certain core coal operations ofAlpha Natural Resources, Inc. in a transaction accounted for as a business combination. As a result of the acquisition, the consolidated financialinformation for the Successor periods is presented on a different cost basis than that for the Predecessor period and, therefore, is not comparable.

The audit report of KPMG on the effectiveness of internal control over financial reporting as of December 31, 2019 did not contain any adverse opinion ordisclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except that KPMG LLP’s report indicates that theCompany did not maintain effective internal control over financial reporting as of December 31, 2019 because of the effect of material weaknesses on theachievement of the objectives of the control criteria and contains an explanatory paragraph that states the Company’s risk assessment process was ineffective andthe Company did not have a sufficient complement or sufficiently trained personnel to effectively assess and implement necessary controls. As a result, processlevel controls over the valuation of coal inventory and elements of the procurement process were ineffective.

The Company provided KPMG with a copy of this Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (the “SEC”) and requestedKPMG to furnish the Company with a letter addressed to the SEC stating whether KPMG agrees with the statements made by the Company in response to Item304(a) of Regulation S-K and, if not, stating the respects in which it does not agree. A copy of KPMG’s letter, dated May 29, 2020, is attached as Exhibit 16.1 tothis Form 8-K. (b) Appointment of RSM US LLP.

In April and May 2020, the Committee conducted a competitive process to identify and evaluate firms who might serve as Company's independent registeredpublic accounting firm for the 2020 fiscal year. The Audit Committee invited multiple independent registered public accounting firms to participate in this process.

Following receipt and review of proposals from the participating independent registered public accounting firms, interviews with the proposed principal audit staffof each firm, consultation with Company management and evaluation of the current and anticipated future needs of the Company and consideration of otherrelevant factors, on May 22, 2020 the Company engaged RSM US LLP (“RSM”) based on the authorization of the Audit Committee to serve as the Company’sindependent registered public accounting firm for the 2020 fiscal year.

Item 8.01 Other Information

As previously reported, on June 14, 2019 Contura Energy, Inc. (“Contura”) entered into a Credit Agreement (the “Credit Agreement”), among Contura, as theBorrower, Cantor Fitzgerald Securities, as Administrative Agent and certain lenders party thereto that provides to Contura a senior secured term loan facility. OnMay 27, 2020, the parties to the Credit Agreement entered into an amendment of the Credit Agreement (the “Amendment”). The Amendment is attached hereto asExhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

16.1 KPMG LLP letter dated May 29, 202099.1 Amendment, dated as of May 27, 2020, to the Credit Agreement, dated as of June 14, 2019, by and

among Contura Energy, Inc., as the Borrower, Cantor Fitzgerald Securities, as Administrative Agentand certain lenders party thereto.

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 undersignedhereunto duly authorized.

Contura Energy, Inc.

Date: May 29, 2020 By: /s/ C. Andrew Eidson Name: C. Andrew Eidson Title: Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description16.1 KPMG LLP letter dated May 29, 202099.1 Amendment, dated as of May 27, 2020, to the Credit Agreement, dated as of June 14, 2019, by and

among Contura Energy, Inc., as the Borrower, Cantor Fitzgerald Securities, as Administrative Agentand certain lenders party thereto.

Exhibit 16.1

May 29, 2020

Securities and Exchange Commission Washington, D.C. 20549

Ladies and Gentlemen:

We were previously principal accountants for Contura Energy, Inc. (the Company) and, under the date of March 18, 2020, we reported on theconsolidated financial statements of Contura Energy, Inc. as of and for the years ended December 31, 2019 and 2018, and the effectiveness ofinternal control over financial reporting as of December 31, 2019. On May 22, 2020, we were dismissed. We have read the Company’s statementsincluded under Item 4.01 of its Form 8-K dated May 29, 2020, and we agree with such statements, except that we are not in a position to agree ordisagree with the Company’s statement that the change was approved by the Audit Committee of the Board of Directors and we are not in a positionto agree or disagree with the Company’s statements in Item 4.01(b).

Very truly yours,

/s/ KPMG LLP

Exhibit 99.1

EXECUTION VERSION

SECOND AMENDMENT TO CREDIT AGREEMENT

This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of May 27, 2020, is amongContura Energy, Inc., a Delaware corporation (the “Borrower”); each of the Lenders party hereto; and Cantor Fitzgerald Securities, asadministrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and collateral agent (in suchcapacity, together with its successors in such capacity, the “Collateral Agent”) for the Lenders.

R E C I T A L S:

A. The Borrower, the Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of June 14,2019 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time prior to the Second AmendmentEffective Date (as defined below), including by that certain First Amendment to Credit Agreement (“Amendment No. 1”) dated as of October14, 2019, the “Existing Credit Agreement” and the Existing Credit Agreement, as amended hereby, the “Amended Credit Agreement”),pursuant to which the Lenders have, subject to the terms and conditions set forth therein, made certain credit available to and on behalf of theBorrower.

B. The Borrower has requested, among other things, the amendment of certain terms of the Existing Credit Agreement as setforth herein, to be effective as of the Second Amendment Effective Date.

C. Subject to and upon the terms and conditions set forth herein, the undersigned Lenders (collectively, the “SecondAmendment Lenders”) have agreed to enter into this Second Amendment to amend certain provisions of the Existing Credit Agreement asmore specifically provided for herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms. Each capitalized term used herein that is not defined in this Second Amendment shall have the meaningascribed to such term in the Existing Credit Agreement.

Section 2. Second Amendment Effective Date Amendments to Existing Credit Agreement. Upon the occurrence of the SecondAmendment Effective Date (as defined below), the Existing Credit Agreement is hereby amended as follows:

2.1 Section 1.1 is hereby amended by adding the following terms thereto in appropriate alphabetical order:

“Affiliated Assignee” means the Borrower and/or any of its Subsidiaries.

“Specified Assignor” has the meaning specified in Section 7.16.

2.2 Section 1.1 is hereby amended by amending and restating the following terms as follows:

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (withthe consent of any party whose consent is required by Section 10.06(b), and accepted by the Administrative Agent) in substantiallythe form of Exhibit D-1 or Exhibit D-2 (as applicable) or any other form approved by the Administrative Agent, in accordance withSection 10.06(b).

“Eligible Assignee” means (i) a Lender, (ii) an Affiliate of a Lender, (iii) an Approved Fund, (iv) to the extent permittedunder Section 10.06(h) an Affiliated Assignee and (v) any other Person (other than a natural person) (A) accepted by theAdministrative Agent and (B) unless an Event of Default has occurred and is continuing, approved by the Borrower (each suchapproval not to be unreasonably withheld, delayed or conditioned; provided, that the Borrower shall be deemed to have approvedsuch other Person unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Daysafter having received notice of the proposed assignment); provided, however, in each case except for the purposes of Section10.06(h), unless an Event of Default has occurred and is continuing, an Eligible Assignee shall include only a Lender, an Affiliate ofa Lender or another Person, which, through its Lending Offices, is capable of lending to the Borrower, without the imposition of anyadditional Indemnified Taxes and assignment to such Person would not, at the time of such assignment, result in the Borrowerbecoming liable to pay any Indemnified Taxes or additional amount to such Person or any Governmental Authority pursuant toSection 3.01 or Section 3.04; provided further that, except as permitted under Section 10.06(h) (with respect to Affiliated Assignees),no Loan Party, Defaulting Lender or Disqualified Institution shall be an Eligible Assignee.

2.3 Section 2.10 is replaced in its entirety as follows:

2.10 Pro Rata; Sharing of Payments by Lenders. Except as otherwise expressly provided in this Agreement (includingSection 10.06), each payment (including each prepayment) by the Borrower on account of principal of and interest on any TermLoans shall be allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of suchLoans then held by the respective Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtainpayment in respect of any principal of or interest on any of the Loans made by it resulting in such Lender’s receiving payment of aproportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereofas provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact and (b)purchase (for cash at face value) participations in the applicable Loans of the other Lenders, or make such other adjustments as shallbe equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amountof principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(a) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, suchparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(b) the provisions of this Section shall not be construed to apply to (i) any payment made by the Borrower pursuant to andin accordance with the express terms of this Agreement or (ii) any payment obtained by a Lender as consideration for theassignment of or sale of a participation in any of its Term Loans to any assignee or participant, including, without

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limitation, any payment made or deemed made pursuant to an assignment to an Affiliated Assignee pursuant to Section 10.06.

The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lenderacquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaimwith respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

2.4 A new Section 6.21 is inserted as follows:

6.21 Affiliated Assignee Loan Purchases. The Borrower shall include within the package of financial statements referred toin Section 6.01(a) and Section 6.01(b) both (i) the aggregate principal amount of Term Loans that the Affiliated Assignees purchasedin connection with any assignment pursuant to Section 10.06(h) during the most recent fiscal quarter covered by such financialstatements (if any) and (ii) as applicable, the aggregate purchase price paid for such Term Loans.

2.5 A new Section 7.16 is inserted as follows:

7.16 Affiliated Assignee Loan Purchases. Without limitation to Section 7.08, and in addition thereto, in connection withany assignment pursuant to Section 10.06(h) to an Affiliated Assignee by a Lender (i) that is an Affiliate of the Borrower or any of itsSubsidiaries, (ii) that owns any Equity Interest of the Borrower or any of its Subsidiaries, or (iii) to whom the Borrower or anySubsidiary owes any material contractual obligation or has any material contractual liability (other than the Obligations) (any suchLender described in clause (i), (ii) or (iii) above, a “Specified Assignor”), such assignment shall be for a price that the AffiliatedAssignee, acting in good faith, has determined to be fair and reasonable and has determined not to be materially less favorable to suchAffiliated Assignee than could be obtained in a comparable arm’s length transaction with a Person that is not a Specified Assignor (ineach case, as such determinations are made by such Affiliated Assignee in its reasonable discretion, acting in good faith).

2.6 Section 10.06(b)(iii) is replaced in its entirety as follows:

(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,together with a processing and recordation fee in the amount of $3,500 (provided however, that the Administrative Agent may in itssole discretion, elect to waive such processing and recordation fee in the case of any assignment and which fee shall not apply for anyassignment to an Affiliated Assignee) and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agentan Administrative Questionnaire and such forms, certificate or other evidence, if any, as the assignee under such Assignment andAssumption may be required to deliver pursuant to Section 3.01; and

2.7 A new Section 10.06(h) is inserted as follows:

(h) Affiliated Assignees. Notwithstanding anything to the contrary contained herein, any Lender may, at any time, assign allor a portion of its rights and obligations under this Agreement in respect of its Term Loans to an Affiliated Assignee on a non-pro ratabasis through open market purchases (which purchases may be effected at any price as agreed between such Lender and suchAffiliated Assignee in their respective sole discretion) without the consent of the Administrative Agent; provided that:

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(i) any Term Loans acquired by any Affiliated Assignee shall, to the extent permitted by applicable Requirements ofLaw, be immediately, automatically and permanently cancelled (and shall not remain outstanding Term Loans for anypurpose under this Agreement) upon the effectiveness of such assignment and delivery of such Assignment and Assumptionto the Administrative Agent and will thereafter no longer be outstanding for any purpose hereunder and such Term Loansmay not be resold (it being understood and agreed that (A) any gains or losses by any Affiliated Assignee upon purchase oracquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Consolidated NetIncome and Consolidated EBITDA and (B) any assignment of Term Loans pursuant to this Section 10.06(h) shall notconstitute a voluntary or mandatory prepayment of Term Loans for purposes of this Agreement);

(ii) the relevant Affiliated Assignee and assigning Lender shall have executed an Assignment and Assumption anddelivered such Assignment and Assumption to the Administrative Agent;

(iii) in connection with any such assignment, to the knowledge of the Borrower, no Event of Default shall haveoccurred and be continuing at the time of the confirmation of such assignment or would result immediately after giving effectto such assignment;

(iv) no Affiliated Assignee nor any Affiliate thereof, shall be required to represent or warrant that it is not inpossession of material non-public information with respect to the Borrower and/or any Subsidiary thereof and/or theirrespective securities in connection with any assignment permitted by this Section 10.06(h);

(v) by its acquisition of Term Loans, an Affiliated Assignee shall be deemed to have acknowledged and agreed thatsuch Term Loan shall be deemed cancelled as of the date that the relevant Assignment and Assumption has been delivered tothe Administrative Agent and therefore it shall not have any right to (i) attend or participate in (including, in each case, bytelephone) any meeting (including “Lender only” meetings) or discussions (or portion thereof) among the AdministrativeAgent or any Lender to which representatives of the Borrower are not then present, (ii) receive any information or materialprepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and one ormore Lenders or any other material which is “Lender only”, or receive any advice of counsel to the Administrative Agent,(iii) make any challenge to the Administrative Agent’s or any other Lender’s attorney-client privilege on the basis of its statusas a Lender, (iv) make or bring (or participate in) any claim, in its capacity as a Lender, against the Administrative Agent withrespect to any duties or obligations or alleged duties or obligations of such agent under the Loan Documents or (v) vote in anyrespect relating to the Term Loans; and

(vi) without limiting the validity of any assignment made or accepted in reliance on the other terms of this Section10.06(h), nothing in this Section 10.06(h) shall or shall be deemed to limit the obligation of the Borrower and its Subsidiariesto comply with, or the rights or remedies of the Agents or the Lenders with respect to the breach of, Section 7.16.

2.8 Exhibit D is replaced in its entirety with Exhibit D-1 as set forth on Annex A to this Second Amendment.

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2.9 A new Exhibit D-2 is deemed incorporated into the Existing Credit Agreement, as set forth on Annex B to this SecondAmendment.

Section 3. Lender Direction to the Administrative Agent and Collateral Agent. The Second Amendment Lenders hereby direct theAdministrative Agent and the Collateral Agent, as applicable, to execute and deliver this Second Amendment. The Borrower and the SecondAmendment Lenders expressly agree and confirm that the Administrative Agent’s and the Collateral Agent’s right to indemnification, as setforth in Sections 9.03 and 10.04 of the Existing Credit Agreement shall apply with respect to any and all losses, claims, liabilities costs andexpenses that the Administrative Agent or the Collateral Agent suffers, incurs or is threatened with relating to actions taken or omitted by theAdministrative Agent or the Collateral Agent in connection with this Second Amendment and the other Loan Documents.

Section 4. Conditions Precedent. The effectiveness of this Second Amendment is subject to satisfaction of the following conditionsprecedent (the date of such satisfaction, which occurred on May 27, 2020, the “Second Amendment Effective Date”):

4.1 The Administrative Agent’s receipt of executed counterparts of this Second Amendment from the parties hereto, which shall be(w) originals, telecopies or electronic copies, (x) properly executed by a duly authorized officer of the signing Loan Party, if and asapplicable, (y) dated on or before the Second Amendment Effective Date and (z) in form and substance reasonably satisfactory to the SecondAmendment Lenders.

4.2 No Event of Default shall have occurred and be continuing (unless otherwise waived in writing in accordance herewith), orwould result immediately after giving effect to the terms of this Second Amendment.

4.3 To the extent invoiced at least one (1) Business Day prior to the Second Amendment Effective Date, the Borrower shall havepaid all reasonable and document fees, costs and expenses of Akin Gump Strauss Hauer & Feld LLP and Shipman & Goodwin LLP.

By executing this Second Amendment, each Second Amendment Lender shall be deemed to be satisfied with and/or waived each ofthe conditions referred to above.

Section 5. Miscellaneous.

5.1 Confirmation and Effect. The provisions of the Existing Credit Agreement shall remain in full force and effect in accordancewith its terms following the Second Amendment Effective Date, and this Second Amendment shall not constitute a waiver of any provision ofthe Existing Credit Agreement or any other Loan Document, except as expressly provided for herein. Each reference in the Existing CreditAgreement to “this Agreement”, “hereunder”, “hereof’, “herein”, or words of like import shall mean and be a reference to the AmendedCredit Agreement, and each reference to the Existing Credit Agreement in any other document, instrument or agreement executed and/ordelivered in connection with the Existing Credit Agreement shall mean and be a reference to the Amended Credit Agreement.

5.2 No Waiver. Neither the execution by the Administrative Agent, the Collateral Agent or the Second Amendment Lenders ofthis Second Amendment, nor any other act or omission by the Administrative Agent, the Collateral Agent or the Second Amendment Lendersor their officers in connection herewith, shall be deemed a waiver by the Administrative Agent, the Collateral Agent or the Lenders of anyDefault or Event of Default that may exist, that may have occurred prior to the date of the effectiveness of this Second Amendment or whichmay occur in the future under the Amended Credit Agreement and/or the

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other Loan Documents. Similarly, nothing contained in this Second Amendment shall directly or indirectly in any way whatsoever either: (a)impair, prejudice or otherwise adversely affect the Administrative Agent’s, the Collateral Agent’s or the Lenders’ right at any time to exerciseany right, privilege or remedy in connection with the Loan Documents with respect to any Default or Event of Default, (b) except asexpressly provided herein, amend or alter any provision of the Existing Credit Agreement, the other Loan Documents, or any other agreementor instrument, or (c) constitute any course of dealing or other basis for altering any obligation of the Borrower or any right, privilege orremedy of the Administrative Agent, the Collateral Agent or the Lenders under the Existing Credit Agreement, the other Loan Documents, orany other agreement or instrument.

5.3 Ratification and Affirmation of Credit Parties. The Borrower hereby expressly (i) acknowledges the terms of this SecondAmendment, (ii) ratifies and affirms its obligations under the Security Agreement and the other Loan Documents to which it is a party, (iii)acknowledges, renews and extends its continued liability under the Security Agreement and the other Loan Documents to which it is a partyand (iv) represents and warrants to the Lenders, the Administrative Agent and the Collateral Agent that no Default has occurred and iscontinuing and that the representations and warranties of (i) the Borrower contained in Article V of the Existing Credit Agreement and (ii)each Loan Party contained in each other Loan Document are true and correct in all material respects on and as of the Second AmendmentEffective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall betrue and correct in all material respects as of such earlier date, and except that for purposes of this Section 5.3 following the SecondAmendment Effective Date, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Existing CreditAgreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 ofthe Existing Credit Agreement; provided that, in each case, such materiality qualifier shall not be applicable to any representations andwarranties that already are qualified or modified by materiality or by a reference to a Material Adverse Effect in the text thereof.

5.4 Counterparts. This Second Amendment may be executed in counterparts (and by different parties hereto in differentcounterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

5.5 GOVERNING LAW. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIESHEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISINGOUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST)SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THESTATE OF NEW YORK.

5.6 Payment of Expenses. Borrower agrees to pay or reimburse the Administrative Agent and the Collateral Agent on demand for allof its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Second Amendment in accordance withSection 10.04(a) of the Existing Credit Agreement.

5.7 NO ORAL AGREEMENT. THIS WRITTEN SECOND AMENDMENT, THE EXISTING CREDIT AGREEMENT AND THEOTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINALAGREEMENT BETWEEN THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OFPRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTENORAL AGREEMENTS BETWEEN THE PARTIES.

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5.8 Severability. If any provision of this Second Amendment or the other Loan Documents or any obligation hereunder or under anyother Loan Document is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions orobligations of this Second Amendment and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shallendeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions or obligations with valid provisions orobligations the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions or obligations.The invalidity of a provision or obligation in a particular jurisdiction shall not invalidate or render unenforceable such provision or obligationin any other jurisdiction.

5.9 Successors and Assigns. The provisions of this Second Amendment shall be binding upon and inure to the benefit of the partieshereto and their respective successors and assigns (in each case, as permitted by Section 10.06 of the Existing Credit Agreement).

5.10 Loan Document. This Second Amendment shall constitute a “Loan Document” under and as defined in Section 1.01 of theExisting Credit Agreement.

[Signature Pages Follow]

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IN WITNESS WHEREOF, each of the undersigned has caused this Second Amendment to be duly executed and delivered as of theSecond Amendment Effective Date.

BORROWER: CONTURA ENERGY, INC.

By: /s/ C. Andrew Eidson Name: C. Andrew Eidson Title: EVP - CFO

[Signature Page to Second Amendment to Credit Agreement]

ACKNOWLEDGED BY:

ADMINISTRATIVE AGENT AND COLLATERAL AGENT

CANTOR FITZGERALD SECURITIES

By: /s/ James Buccola Name: James Buccola Title: Head of Fixed Income

[Signature Page to Second Amendment to Credit Agreement]

Annex A

(attached)

EXHIBIT D-1

FORM OF ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below andis entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (asamended from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. TheStandard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference andmade a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee herebyirrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and theCredit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’srights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments deliveredpursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights andobligations of the Assignor under the respective facilities identified below and (ii) to the extent permitted to be assigned underapplicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person,whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instrumentsdelivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing,including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equityrelated to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned bythe Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”).In the case where the Assigned Interest covers all of the Assignor’s rights and obligations under the Credit Agreement, the Assignorshall cease to be a party thereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 of the CreditAgreement with respect to facts and circumstances occurring on or prior to the Effective Date and subject to its obligationshereunder and under Section 10.07 of the Credit Agreement. Such sale and assignment is without recourse to the Assignor and,except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1. Assignor: ____________________________

2. Assignee: ____________________________ [and is an Affiliate/Approved Fund of [identify Lender]1]

_____________________1 Select as applicable.

Exhibit D-1Form of Assignment and Assumption

3. Borrower: CONTURA ENERGY, INC. and each other Person who joins in the execution of the Credit Agreement and agreesto be bound as a borrower

4. Administrative Agent: CANTOR FITZGERALD SECURITIES, as the Administrative Agent under the Credit Agreement

5. Credit Agreement: Credit Agreement, dated as of June 14, 2019 (as amended, restated, amended and restated, extended,supplemented or otherwise modified in writing from time to time), among CONTURA ENERGY, INC., a Delawarecorporation, each other Person who joins in the execution of the Credit Agreement and agrees to be bound as a borrower, theLenders from time to time party thereto and CANTOR FITZGERALD SECURITIES, as Administrative Agent andCollateral Agent

6. Assigned Interest:

Facility Assigned2

Aggregate Amount of

Commitment/Loans for all Lenders

Amount of Commitment/Loans

Assigned

Percentage Assigned of

Loans3 CUSIP Number

$ $ %

$ $ %

[7. Trade Date: ____________________________]4

Effective Date: ____________________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICHSHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By:

Title:

ASSIGNEE

[NAME OF ASSIGNEE]

____________________2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Term Loan

Commitment”).

3 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

Exhibit D-1Form of Assignment and Assumption

By:

Title:

Exhibit D-1Form of Assignment and Assumption

[Consented to and]5 Accepted:

CANTOR FITZGERALD SECURITIES, as Administrative Agent

By:

Title:

[Consented to:

[CONTURA ENERGY, INC.]

By:

Title: ]6

_____________________5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

6 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. Note that the Borrower shall be deemed to haveconsented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having receivednotice thereof.

Exhibit D-1Form of Assignment and Assumption

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

CREDIT AGREEMENT

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the AssignedInterest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power andauthority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate thetransactions contemplated hereby and (iv) it is not a Defaulting Lender; and (b) makes no representation or warranty and assumes noresponsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement,any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Assignment andAssumption) or any collateral thereunder, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of theLoan Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates orany other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrowers, any of theirSubsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken allaction necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyand to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the CreditAgreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the EffectiveDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest,shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the typerepresented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the AssignedInterest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement and each applicableIntercreditor Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, asapplicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision toenter into this Assignment and Assumption and to purchase the Assigned Interest, (vi) it has independently and without reliance onthe Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made itsown credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, (vii) if it is notan existing Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the CreditAgreement, duly completed and executed by the Assignee, and (viii) is not an Affiliated Assignee; and (b) agrees that (i) it will,independently and without reliance on the Administrative Agent, the Assignor or any other Lender,

Exhibit D-1Form of Assignment and Assumption

and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions intaking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligationswhich by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of theAssigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which haveaccrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid from andafter the Effective Date to the Assignee.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, theparties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number ofcounterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of thisAssignment and Assumption by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manuallyexecuted counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed inaccordance with, the law of the State of New York.

Exhibit D-1Form of Assignment and Assumption

Annex B

(attached)

EXHIBIT D-2

FORM OF AFFILIATED ASSIGNEE ASSIGNMENT AND ASSUMPTION

This Affiliated Assignee Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Dateset forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of AffiliatedAssignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the CreditAgreement identified below (as amended, restated, amended and restated, extended, supplemented or otherwise modified from timeto time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms andConditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of thisAssignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee herebyirrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and theCredit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’srights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments deliveredpursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights andobligations of the Assignor under the respective facilities identified below and (ii) to the extent permitted to be assigned underapplicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person,whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instrumentsdelivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing,including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equityrelated to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned bythe Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”).In the case where the Assigned Interest covers all of the Assignor’s rights and obligations under the Credit Agreement, the Assignorshall cease to be a party thereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 of the CreditAgreement with respect to facts and circumstances occurring on or prior to the Effective Date and subject to its obligationshereunder and under Section 10.07 of the Credit Agreement. Such sale and assignment is (i) subject to acceptance and recordingthereof in the Register by the Administrative Agent pursuant to Section 10.06(c) of the Credit Agreement, (ii) without recourse to theAssignor and (iii) except as expressly provided in this Assignment and Assumption, without representation or warranty by theAssignor.

1. Assignor: [●]

2. Affiliated Assignee: [●]

3. Borrower: CONTURA ENERGY, INC.

4. Administrative Agent: CANTOR FITZGERALD SECURITIES, as the Administrative Agent under the Credit Agreement

D-2-1

5. Credit Agreement: That certain Credit Agreement dated as of June 14, 2019 (as amended, restated, amended and restated, extended,supplemented or otherwise modified and in effect on the Effective Date) by and among Contura Energy, Inc., a Delaware corporation, theLenders from time to time party thereto, and Cantor Fitzgerald Securities, as the Administrative Agent and Collateral Agent.

6. Assigned Interest:

Facility Assigned1 Aggregate Amount ofCommitment/Loans

Amount of Commitment/LoansAssigned

Percentage Assigned ofCommitment/Loans2 CUSIP Number

$ $ %

$ $ %

$ $ %

7. Effective Date: [●][●], 20[●] [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THEEFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].

[Signature Page Follows]

___________1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption

(e.g. “Term Loan Commitment”).

2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

D-2-2

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By:

Name: Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By:

Name: Title:

Accepted :

CANTOR FITZGERALD SECURITIES, as Administrative Agent

By:

Name:Title:

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) theAssigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment, and the outstanding balances of itsLoans, in each case without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has fullpower and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate thetransactions contemplated hereby, (v) it is not a Defaulting Lender and (vi) it [is][is not] a Specified Assignor; and (b) makes norepresentation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or inconnection with the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto (other thanthis Assignment and Assumption) or any collateral thereunder, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency orvalue of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates orany other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries orAffiliates or any other Person of any of their respective obligations under any Loan Document.

1.2 Assignee. The Assignee represents and warrants that (i) it has full power and authority, and has taken all action necessary, toexecute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender underthe Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents asmay be required under the Credit Agreement), (iii) [reserved], (iv) it is sophisticated with respect to decisions to acquire assets of the typerepresented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest,is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement and each applicable IntercreditorAgreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and suchother documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment andAssumption and to purchase the Assigned Interest, (vi) it has independently and without reliance on the Administrative Agent or any otherLender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter intothis Assignment and Assumption and to purchase the Assigned Interest, (vii) it is an Affiliated Assignee and (viii) to the knowledge of theBorrower, no Event of Default has occurred and is continuing at the Effective Time or would result immediately after giving effect to theAssignment and Assumption. In connection with any assignment, the Assignor has acknowledged and agreed that in connection with thisAssignment and Assumption, (1) the applicable Affiliated Assignee or its Affiliates may have, and later may come into possession of,material non-public information (“MNPI”), (2) the Assignor has independently, without reliance on the applicable Affiliated Assignee, theBorrower, any of their respective subsidiaries, or the Administrative Agent, made its own analysis and determination to participate in suchassignment notwithstanding the Assignor’s lack of knowledge of the MNPI, (3) none of the applicable Affiliated Assignees, Borrower, any oftheir respective subsidiaries or the Administrative Agent shall have any liability to the Assignor, and the Assignor hereby waives and releases,to the extent permitted by law, any claims it may have against the applicable Affiliated Assignee, Borrower, each of their respectivesubsidiaries and the Administrative Agent under applicable laws or otherwise, with respect to the nondisclosure of the MNPI and (4) theMNPI may not be available to the Administrative Agent or the other Lenders. The Assignee understands and agrees that the Assigned Interestwill be automatically and irrevocably cancelled by the

Annex 1 to Exhibit D-2

Administrative Agent, without any further action by the Assignor, and shall no longer be outstanding Loans and/or Commitment under theCredit Agreement.

2. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto andtheir respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, whichtogether shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption byfacsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Assignment andAssumption. This Assignment and Assumption shall be construed in accordance with and governed by the laws of the State of New York.

Annex 1 to Exhibit D-2