Contura Energy, Inc. (Form: 8-K, Received: 10/21/2019 06:51:43)

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):October 18, 2019

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 registered
Common 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 of the 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. ☐

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Amended and Restated Term Sheet between Contura and ESM

On October 18, 2019, Contura Energy, Inc. (“Contura”) and Eagle Specialty Materials, LLC (“ESM”), an affiliate of FM Coal, LLC (“FM Coal”), amended and restated the binding term sheet between the parties dated as of September 15, 2019, which was reported by Contura on a Form 8-K filed on September 18, 2019 (such term sheet, as amended and restated on October 18, 2019, the “Term Sheet”). The Term Sheet was entered into in connection with the acquisition of the Belle Aye and Eagle Butte Mines (the “Western Mines”) by ESM from Blackjewel, L.L.C. (“Blackjewel”) and certain of its subsidiaries and affiliates (collectively with Blackjewel, the “Seller Parties,” and the acquisition of the Western Mines by ESM from the Seller Parties, the “ESM Acquisition”). The closing of the ESM Acquisition (the “Closing”) occurred on October 18, 2019 (the “Closing Date”).

Pursuant to the Term Sheet, Contura agreed, as described below, to make two cash payments to ESM and to convey to ESM its interests in ranches known as the Belle Ayr Ranch and the Black Thunder Ranch (together, the “Ranches”). On the Closing Date, Contura made the first cash payment to ESM in the amount of approximately $81.3 million (the “Closing Cash Consideration”). Contura has agreed to make a second cash payment in the amount of approximately $8.7 million into an escrow account within 15 business days of the Closing Date, which escrow payment is to be used to make payment in respect of a certain claim for royalties related to the Western Mines that has been asserted against Contura by the federal government. Within 10 business days of the Wyoming Department of Environmental Quality (“DEQ”) releasing its collateral interest in the Ranches, Contura has agreed to convey its interests in the Ranches to ESM.

Contura Coal West, LLC (“Contura Coal West”), a Contura affiliate, holds certain permits related to the Western Mines (the “Contura Permits”). Those permits did not transfer at Closing but rather will transfer when all applicable approvals for their transfer have been obtained. Following the Closing and until the earlier of the date of the permit transfers and August 30, 2020 (as may be extended by mutual agreement of the parties with Contura not to unreasonably withhold its approval), Contura has consented to ESM operating the Western Mines under the Contura Permits subject to and in compliance by ESM with a permit operating agreement previously entered into between Contura Coal West and Blackjewel and with certain operations-related covenants. In connection with the Closing, ESM posted with DEQ substitute bonds in the amount of approximately $238 million (the “Substitute Bonds”) and DEQ released the bonds Contura had previously posted with DEQ to secure its obligations under the Contura Permits (the “Contura Bonds”).

Prior to or contemporaneously with the execution of the Term Sheet, Contura and/or ESM entered into certain agreements (such agreements, the “Additional Agreements”) with certain parties including (i) Blackjewel, (ii) the State of Wyoming, (iii) Campbell County in Wyoming (“Campbell County”), (iv) the sureties issuing the Substitute Bonds (the “Sureties” and the Additional Agreement with the Sureties, the “Sureties Supplemental Agreement”) and (v) the United States Department of Interior’s Office of Surface Mining, Reclamation and Enforcement (“OSMRE”, and the Additional Agreement with OSMRE, the “OSMRE Agreement”).

Pursuant to the Additional Agreement with Blackjewel, Contura waived at Closing its claim against Blackjewel in respect of a $3.05 million deposit previously provided to Blackjewel in connection with the previously proposed acquisition by Contura of the Western Mines, and Blackjewel released Contura and its affiliates from certain claims. Pursuant to the Additional Agreements with Wyoming and Campbell County, Wyoming and Campbell County, respectively, released Contura from liability for certain claims related to the Western Mines and Contura paid $13.5 million to Campbell County at Closing. The OSMRE Agreement and the Sureties Supplemental Agreement are described further below.

ESM has agreed to certain covenants relating to the transfer of certain government leases and the Contura Permits, including a covenant to use commercially reasonable efforts to cause the Contura Permits to be transferred as promptly as possible. ESM has agreed to satisfy the reclamation obligations relating to the Western Mines (the “Reclamation Obligations”). ESM has agreed to indemnify Contura and its affiliates in respect of losses arising from or related to (i) the Reclamation Obligations or (ii) for the period beginning on December 8, 2017, claims by the federal government, Wyoming or Campbell County in respect of any royalties, taxes, penalties and other amounts owing in respect of the Western Mines.

Prior to the transfer of the Contura Permits to ESM, Contura Coal West will continue to have potential liability related to the Contura Permits, including in respect of the Reclamation Obligations. Given (i) the substitution of the Substitute Bonds for the Contura Bonds, (ii) the agreement of the Sureties that Contura Coal West and its affiliates will have no liability with respect to the Substitute Bonds or the obligations secured thereby as described below under “Sureties Supplemental Agreement”, (iii) the terms of the OSMRE Agreement, (iv) the terms on which ESM is authorized to operate pursuant to the Contura Permits and (v) the ESM indemnity with respect to the Reclamation Obligations, Contura expects the risk to Contura from the Contura Permits not transferring at Closing to be low.

A copy of the Term Sheet is attached hereto as Exhibit 10.1, and is incorporated by reference herein. The foregoing description of such agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

OSMRE Agreement

On October 18, 2019, Contura Coal West, the OSMRE, FM Coal and ESM entered into the OSMRE Agreement, providing that, among other things:

Neither ESM nor FM Coal will operate the Contura Permits until such time as ESM or FM Coal posts reclamation bonds for the Contura Permits in an amount that satisfies the Wyoming regulatory authority and meets all other federal, state, and local requirements that will allow ESM to operate the Contura Permits.

OSMRE will not attempt to link Contura Coal West to any Surface Mining Control and Reclamation Act of 1977, as revised (“SMCRA”) violation created by ESM from the time ESM or its designee or contractor, or any other ESM affiliate assumes operational responsibility for the Contura Permits through and until the time that the Contura Permits are transferred to ESM.

OSMRE will not attempt to make Contura Coal West or any of the owners or controllers of Contura Coal West liable for the abatement of any SMCRA violation created by ESM from the time ESM or its designee or contractor, or any other ESM affiliate assumes operational responsibility for the Contura Permits through and until the time that the Contura Permits are transferred to ESM or its designee or any other ESM affiliate.

ESM will use its best efforts to avoid creating mining conditions that will lead to the issuance of SMCRA violations and will promptly abate any such violation cited or pointed out by OSMRE or the Wyoming regulatory authority.

Contura Coal West and ESM will work expeditiously in accordance with SMCRA and the Wyoming regulatory program to complete the transfer of the Contura Permits;

ESM will operate the Western Mines consistent with the current mining and reclamation plans for the Western Mines and will re-employ as many of the Seller Parties’ miners as possible.

As long as Contura Coal West is the primary bonded party on the Contura Permits, the Contura Coal West reclamation bonds can be called or forfeited in accordance with Wyoming's counterpart to SMCRA and the rules and regulations that implement it; provided, however, any such bond forfeiture shall not be linked to or held against Contura Coal West or any of its affiliates, officers, directors, owners or controllers under the Applicant Violator System. Contura Coal West's liability as the primary bonded entity will continue until such time as those reclamation bonds posted as of the date of the OSMRE Agreement are released or replaced under Wyoming law.

The OSMRE Agreement does not establish any precedent and cannot be used by Contura Coal West or ESM or any other organization in an attempt to justify similar terms in any subsequent SMCRA case,

administrative appeal, complaint, claim, case, or matter before the courts or administrative tribunals of the United States of America or any state.

A copy of the OSMRE Agreement is attached hereto as Exhibit 10.2, and is incorporated by reference herein. The foregoing description of such agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Sureties Supplemental Agreement

On October 18, 2019, the Sureties, Contura, Contura Coal West and ESM entered into the Sureties Supplemental Agreement, providing that, among other things:

If DEQ makes a demand for payment pursuant to some or all of the Substitute Bonds, the Sureties will promptly act in accordance with the terms of such Substitute Bonds.

Notwithstanding (x) anything in the Substitute Bonds (including any language in the Substitute Bonds making or purporting to make Contura Coal West jointly and severally liable thereon), (y) any obligation under applicable law or (z) anything otherwise to the contrary, neither Contura nor Contura Coal West nor any of their affiliates will have any liability in respect of or relating to the Substitute Bonds or the obligations secured thereby and none of the Sureties will make any claim or seek any payment from Contura, Contura Coal West or any of their affiliates (or any collateral previously provided by Contura Coal West) arising from or relating to the Substitute Bonds or the obligations secured thereby.

The Sureties acknowledge and consent to the OSMRE Agreement.

The Sureties acknowledge and agree that none of Contura, Contura Coal West or any of their affiliates (i) have entered into or will enter into any general indemnity agreement, or any other similar agreement, with any of the Sureties in connection with the Substitute Bonds or (ii) have posted or will post any collateral in connection with the Substitute Bonds.

A copy of the Sureties Supplemental Agreement is attached hereto as Exhibit 10.3, and is incorporated by reference herein. The foregoing description of such agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Item 7.01 REGULATION FD DISCLOSURE.

Attached hereto as Exhibit 99.1 is a copy of the press release issued by Contura, dated October 21, 2019, announcing the entry by Contura into the Term Sheet.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit 10.1	Amended and Restated Term Sheet, by and between Contura Energy, Inc. and Eagle Specialty Materials, LLC, dated October 18, 2019
Exhibit 10.2	Agreement, by and among Contura Coal West, LLC, the United States Department of Interior’s Office of Surface Mining, Reclamation and Enforcement, FM Coal, LLC and Eagle Specialty Materials, LLC, dated October 18, 2019
Exhibit 10.3	Sureties Supplemental Agreement, by and among Endurance Assurance Corporation, Endurance American Insurance Company, Lexon Insurance Company, Bond Safeguard Insurance Company, Indemnity National Insurance Company, Contura Energy, Inc., Contura Coal West, LLC and Eagle Specialty Materials, LLC, dated October 18, 2019
Exhibit 99.1	Press Release issued by Contura Energy, Inc., dated October 21, 2019

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.

Date: October 21, 2019

Contura Energy, Inc.


By:	/s/ Mark M. Manno
	Name:	Mark M. Manno
	Title:	Executive Vice President, Chief Administrative & Legal Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 10.1	Amended and Restated Term Sheet, by and between Contura Energy, Inc. and Eagle Specialty Materials, LLC, dated October 18, 2019
Exhibit 10.2	Agreement, by and among Contura Coal West, LLC, the United States Department of Interior’s Office of Surface Mining, Reclamation and Enforcement, FM Coal, LLC and Eagle Specialty Materials, LLC, dated October 18, 2019
Exhibit 10.3	Sureties Supplemental Agreement, by and among Endurance Assurance Corporation, Endurance American Insurance Company, Lexon Insurance Company, Bond Safeguard Insurance Company, Indemnity National Insurance Company, Contura Energy, Inc., Contura Coal West, LLC and Eagle Specialty Materials, LLC, dated October 18, 2019
Exhibit 99.1	Press Release issued by Contura Energy, Inc., dated October 21, 2019

Exhibit 10.1

Execution Version

AMENDED AND RESTATED TERMS AND CONDITIONS IN CONNECTION WITH THE OWNERSHIP TRANSFER OF THE BELLE AYR AND EAGLE BUTTE MINES FROM THE SELLER PARTIES TO EAGLE SPECIALTY MATERIALS, LLC

Set forth below is a summary of the material terms of the arrangements between Contura Energy, Inc., a Delaware corporation (“Contura”), and Eagle Specialty Materials, LLC, an Ohio limited liability company (“Operating Company”, and together with Contura, the “Parties”), in connection with the proposed ownership transfer of the Western Mines (as defined below) from the Seller Parties (as defined below) to Operating Company (the “Transfer”). This term sheet (this “Term Sheet”) (i) is dated as of October 18, 2019 (the “Closing Date”, and the transactions between the Parties set forth in this Term Sheet will close simultaneous with the ownership transfer of the Western Mines (as defined below) on the Closing Date (such closing of the ownership transfer, the “Closing”), unless otherwise expressly stated in this Term Sheet), (ii) amends and restates the term sheet between the Parties dated September 15, 2019, as amended (such term sheet, the “Original Term Sheet,” and such date, the “Signing Date”) and (iii) subject to the terms and conditions set forth below, is a binding obligation of the Parties hereto.

Provision

Terms & Conditions

1. Recitals:

The Parties acknowledge and agree as follows:

· as part of, or related to, the Chapter 11 bankruptcy auction of Blackjewel, L.L.C. (“Blackjewel”) and certain of its subsidiaries and affiliates (collectively, the “Debtors” or the “Seller Parties”, as applicable), Contura agreed, among other things, to serve as the stalking horse purchaser to acquire the Pax, Belle Ayr and Eagle Butte Mines (the Belle Ayr and Eagle Butte Mines are referred to herein as the “Western Mines”);

· Contura provided a cash deposit of $8.1 million to the Seller Parties (the “Purchase Deposit”), to be applied to the purchase price of the acquisition of the Pax Mine and/or the Western Mines;

· Contura and the Seller Parties closed the purchase and sale of the Pax Mine on September 18, 2019, and in connection therewith $5.05 million of the Purchase Deposit was applied to reduce the consideration payable in connection therewith;

· Contura (i) controls the Purchased Permits (as defined in the Permit Operating Agreement dated December 8, 2017 between Contura Coal West (as defined below) and Blackjewel), (ii) has posted the bonds with the Land Quality Division of the Wyoming Department of Environmental Quality (“DEQ”) securing the reclamation obligations related to the Western Mines (such reclamation obligations, the “Reclamation Obligations” and such bonds, the “Contura Bonds”) and (iii) has posted $9 million of cash collateral in respect of the Contura Bonds (the “Contura Cash Collateral”);

· Contura has previously posted certain collateral (including an approximately $19 million letter of credit) and corporate guarantees in respect of certain bonds of Blackjewel (“Contura Blackjewel Collateral”);

· the equipment at the Western Mines is owned by Blackjewel; provided, however, that (i) Riverstone Credit Partners – Direct L.P., a

Provision Terms & Conditions

Delaware limited partnership (“Riverstone”) purports to have a first priority lien (the “Riverstone Lien”) on some or all the equipment at the Western Mines (the “Mine Equipment”) securing certain obligations owed to Riverstone by Blackjewel (the “Riverstone Debt”) and (ii) Contura purports to have a first priority lien (the “Contura Lien”) on some or all the Mine Equipment securing certain obligations owed to Contura by Blackjewel;

· Contura Wyoming Land, LLC, a Delaware limited liability company and a controlled affiliate of Contura (“Contura Land”), owns two ranches referred to by the Parties as the Belle Ayr Ranch and the Black Thunder Ranch (collectively, the “Ranches”), and each Ranch is posted as collateral by Contura to the DEQ to partially secure Contura’s reclamation obligations to the State of Wyoming (the “Real Property Collateral”);

· the Federal government, through the Bureau of Land Management (“BLM”), has alleged that Contura Land owes certain royalties, and interest and penalties thereon, generated by the Western Mines, which Blackjewel is obligated to, but failed to, pay (the “Federal Royalty Claim”);

· Campbell County in Wyoming (“Campbell County”) has alleged that Contura Coal West, LLC, a Delaware limited liability company (“Contura Coal West”), owes certain taxes which Blackjewel is obligated to, but failed to, pay; and

· Operating Company desires to acquire the Western Mines from the Seller Parties (in lieu of Contura acquiring such assets), and the Parties entered into the Original Term Sheet to reflect the agreements between the Parties related to the contemplated ownership transfer of the Western Mines pursuant to such acquisition from the Seller Parties to Operating Company.

· The Parties are entering into this Term Sheet to amend and restate the Original Term Sheet.

2. Post Signing Date Additional Agreements; DOJ Settlement Proposal

The Parties have entered into the following agreements (collectively, and together with any definitive documentation that may subsequently be entered into in connection therewith, the “Additional Agreements”):

· A binding term sheet or definitive agreement among Operating Company and the Seller Parties providing for, among other things, the purchase of the Western Mines by Operating Company from the Seller Parties for consideration consisting of (i) an agreed amount of cash and (ii) the assumption of certain liabilities including the Reclamation Obligations and certain administrative claims against the Seller Parties (such term sheet (and/or, as applicable, to the extent it is superseded by one or more definitive agreements with respect thereto, such definitive agreement(s)) or

Provision Terms & Conditions

definitive agreement, the “Western Mines Purchase Term Sheet”;.

· A binding term sheet or definitive agreement among Contura and the Seller Parties that, among other things, provides (i) for an agreement by the parties thereto that the rights and obligations of Contura to purchase from the Seller Parties the Western Mines have terminated, (ii) that at Closing Contura will waive its rights with respect to the remaining portion of the Purchase Deposit relating to the Western Mines, (iii) the Seller Parties will dismiss the previously filed applications to transfer the Purchased Permits to one of the Seller Parties and will use commercially reasonable efforts to have certain sureties release to Contura certain collateral previously posted and (iv) the Seller Parties will grant a release to Contura and its affiliates in respect of certain claims.

· A binding term sheet or definitive agreement among Operating Company, Riverstone and the Seller Parties providing for certain matters relating to the Riverstone Debt.

· A binding term sheet or definitive agreement among Campbell County, Operating Company, Blackjewel and Contura Coal West pursuant to which, among other things, (i) Operating Company agrees to make certain payments to Campbell County, (ii) Campbell County releases certain claims against Blackjewel and Contura arising out of or attributable to the Western Mines and (iii) Contura makes a payment to Campbell County of $13.5 million.

· A binding term sheet or definitive agreement among the State of Wyoming, Operating Company, Blackjewel and Contura pursuant to which, among other things, (i) Operating Company agrees to make certain payments to the State of Wyoming and (ii) the State of Wyoming releases certain claims against Blackjewel and Contura arising out of or attributable to the Western Mines.

· A binding term sheet or definitive agreement among Contura, Contura Coal West, Operating Company and all applicable sureties pursuant to which, among other things, the applicable sureties (i) agree that if the DEQ makes a demand for payment pursuant to the Substitute Bonds (as defined below) the sureties will promptly act in accordance with the terms of the Substitute Bonds, (ii) agree that notwithstanding anything in the Substitute Bonds, any obligation under applicable law or anything otherwise to the contrary (including any language in the Substitute Bonds making or purporting to make Contura Coal West jointly and severally liable thereon), neither Contura nor any of its affiliates will have any liability in respect of or relating to the Substitute Bonds or the obligations secured thereby and (iii) acknowledge and agree to the AVS Agreement (as defined below). For the

Provision Terms & Conditions

avoidance of doubt, neither Contura nor any of its affiliates will be required to make any payments pursuant to the foregoing arrangements.

· A binding term sheet or definitive agreement among Contura Coal West, the United States Department of Interior’s (“DOI”) Office of Surface Mining, Reclamation and Enforcement (the “OSMRE”), FM Coal, LLC (“FM Coal”) and Operating Company providing for, among other things, the matters set forth on Annex A (the “AVS Agreement”).

Operating Company has submitted to the Department of Justice (“DOJ”) a proposed term sheet between Operating Company and certain Federal agencies that is recommended for approval by the Civil Division of the DOJ pursuant to which, among other things, (i) Operating Company will agree to make certain payments to one or more of the Federal agencies party thereto necessary to cure the unpaid prepetition claims against Blackjewel with respect to the federal leases associated with the Western Mines and (ii) upon payment of certain amounts by Operating Company, Contura and its affiliates will have no further potential liability in respect of certain federal claims against Contura and its affiliates (such proposal or any revised version thereof, the “DOJ Settlement Proposal”), and any revised version thereof shall be on terms and conditions, as they relate to Contura, that are reasonably satisfactory to Contura. For the avoidance of doubt, neither Contura nor any of its affiliates will be required to make any payments pursuant to the foregoing arrangements.

3. Permit Operating Agreement Consent

Contura agrees that from the Closing Date until the earlier of (i) the date on which the Purchased Permits transfer to Operating Company and (ii) August 30, 2020 (as may be extended by mutual consent agreement of Contura and Operating Company, such consent not to be unreasonably withheld by Contura), Contura hereby gives its consent for Blackjewel to permit Operating Company to operate under the Permit Operating Agreement dated December 8, 2017 between Contura Coal West and Blackjewel (the “Permit Operating Agreement”), but subject to Operating Company’s compliance with the following covenants (which Operating Company agrees it will comply with):

· Operating Company will pay on or before they are due all royalties, taxes, AML fees and other amounts arising from mining operations under the Purchased Permits; and

· Operating Company will (i) comply with all terms of the Permit Operating Agreement (including the indemnification obligations thereunder and all obligations thereunder to deliver certificates of insurance evidencing that all required insurance coverages are in place) as if it were the Transferee (as defined therein) thereunder and (ii) operate the Western Mines in compliance with all applicable legal requirements and the current mining and reclamation plans.

Provision Terms & Conditions

	Operating Company’s obligations under the above shall not be superseded by, but shall be in addition to, any obligations it may have under the Additional Agreements or the Consents to Operate (as defined below). The parties agree that for purposes of the AVS Agreement Operating Company will be treated as assuming operational responsibility for the Purchased Permits as of the Closing.
4. Transfer of Mining Permits and Satisfaction of Bonding Obligations:	· As soon as reasonably practicable following the Closing Date, Operating Company will (i) prepare, in conjunction with Contura, the applications necessary to transfer the Purchased Permits (the “*Permit Applications”) from Contura to Operating Company and (ii) submit the Permit Applications to the DEQ. Operating Company will use commercially reasonable efforts to cause the Permit Applications to be approved, and the Purchased Permits to be transferred, as promptly as possible. Notwithstanding the foregoing, Contura shall have the right to control the Permit Application process if it elects to do so. · Operating Company has submitted the reclamation bonds, for the benefit of the DEQ, that are required in connection with the release by DEQ at Closing of the Contura Bonds and the Real Property Collateral (the “Substitute Bonds*”). · If it has not already done so, then as soon as reasonably practical (and in any event within 30 days) following the Closing Date, Operating Company will arrange to have one or more of sureties issue the reclamation bonds, for the benefit of the DEQ, that are required in connection with the submission of the Permit Applications. Operating Company will be the named principal on these bonds.
5. Government Leases	As soon as reasonably practicable following the Closing Date (and in any event within 10 days after the DOJ approves the DOJ Settlement Proposal), Operating Company will (i) prepare, in conjunction with the Seller Parties, the applications necessary to transfer to Operating Company the Federal and State of Wyoming leases for the Western Mines (the “*Lease Applications*”) and (ii) submit the Lease Applications to the BLM and the State of Wyoming as applicable. Operating Company will use commercially reasonable to cause the Lease Applications to be approved, and the leases to be transferred, as promptly as possible. If it has not already done so, then as Operating Company will arrange, if required, to have one or more sureties issue the lease bonds, for the benefit of BLM and the State of Wyoming, that are required in connection with the submission of the Lease Applications and will submit the applicable bonds to the applicable agency within 10 days of request therefor by such agency.
6. Cooperation:	After the Closing Date, Contura will use commercially reasonable efforts to assist Operating Company with (i) submission of the Permit Applications and (ii) preparation of any documents necessary for the Real Property Transfer (as defined below).
7. Covenants:	Each Party agrees (i) to comply with its obligations under the Additional Agreements and (ii) not to (x) amend, waive or terminate, (y) seek any waiver of or (z) fail to use commercially reasonable efforts to enforce, any terms or conditions of any Additional Agreement (or terminate any

Provision Terms & Conditions

Additional Agreement) without the consent of the other Party if such act or omission action could reasonably be expected to delay Closing, result in the Closing not occurring or otherwise adversely affect the other Party or any of its affiliates. Operating Company agrees to satisfy the Reclamation Obligations and to indemnify Contura and its affiliates for all Losses arising from or relating to the Reclamation Obligations. The term “Reclamation Obligations” includes all activities required under any applicable law or permit to prevent, mitigate or otherwise address the effects of mining activities (including the exploration, permitting, extraction, processing, storage and transportation of coal, non-coal minerals, natural gas and coalbed methane gas), including the reclamation or restoration of lands used for such activities. If any Party breaches any covenant in this Term Sheet it will indemnify the other Party and its affiliates for all losses, claims, liabilities, damages and expenses (including expenses of enforcing this indemnity or any other indemnity in this Term Sheet and including any inability to collect any amounts owing under the DIP Facility) (“Losses”) arising from or relating thereto.

If the DOJ Settlement Proposal is approved by the DOJ, Operating Company shall take such actions as are necessary so that promptly thereafter the parties thereto enter into a binding term sheet or definitive agreement on the terms of the DOJ Settlement Proposal and such binding term sheet or definitive agreement will be treated as an Additional Agreement and Operating Company shall use commercially reasonable efforts to cause any order of any bankruptcy court approving such binding term sheet or definitive agreement to be reasonably acceptable to Contura insofar as such order may affect Contura. Operating Company will use commercially reasonable efforts to obtain such approval. Operating Company will not revise the DOJ Settlement Proposal in a manner that is adverse to Contura without Contura’s consent. Effective as of the Closing, and regardless of the status of the DOJ Settlement Proposal, Operating Company will indemnify Contura and its affiliates for all Losses arising from or relating to any claims against Contura or its affiliates on account of royalties, severance taxes, OSMRE Abandoned Mine Land fees and other debt, and other amounts, and all interest and penalties relating to any of the foregoing, owing in respect of or relating to the Western Mines, including the Federal Royalty Claim (“Federal Claims Indemnity”).

Effective as of the Closing, Operating Company will indemnify Contura and its affiliates for all Losses arising from or relating to any claims by Campbell County or Wyoming in respect of any royalties, taxes, penalties and other amounts owing in respect of or relating to the Western Mines

Provision Terms & Conditions

	(collectively with the Federal Claims Indemnity, the “*Government Claims Indemnities”). Notwithstanding anything to the contrary herein, Operating Company?s indemnification obligations with respect to the Government Claims Indemnities will be limited to Losses attributable only to the period beginning on December 8, 2017. Operating Company agrees to comply with (i) the Consent to Operate Under Permit to Mine (with respect to Permit to Mine No. 214) effective as of the date hereof between Contura Coal West and Operating Company and (ii) the Consent to Operate Under Permit to Mine (with respect to Permit to Mine No. 428) effective as of the date hereof between Contura Coal West and Operating Company (collectively, the “Consents to Operate*”). Neither Operating Company nor any of its affiliates shall issue any press releases or make any public statements with respect to this Term Sheet or the transactions contemplated hereby without the prior consent of Contura. Contura agrees to use commercially reasonable efforts to consult with Operating Company before issuing any press release or making any public statement with respect to this Term Sheet or the transactions contemplated hereby.
8. Cash Consideration:	On the Closing Date, and subject to the conditions set forth below, Contura will make a $81,269,302 cash payment to Operating Company (the “*Closing Cash Consideration”). Within 15 business days of the Closing Date, Contura will make a cash payment to an escrow account in the amount of $8,730,698 (the “Second Payment*”) pursuant to mutually agreed terms. The Parties may mutually agree that Contura will pay a portion of the Second Payment to Operating Company if such amount is secured by a guarantee acceptable to Contura.
9. Real Property:	Within 10 business days of the release to Contura of the Real Property Collateral by DEQ, Contura Land will convey pursuant to a quitclaim deed all of its right, title and interest in both the surface and mineral estate of each Ranch, and any other surface and/or mineral estates owned by Contura, or its controlled affiliates, in Wyoming, to Operating Company (the “*Real Property Transfer*”).
10. Specific Performance	Each Party shall be entitled to the remedy of specific performance to prevent any breach of this Term Sheet by the other party and no bond shall be required to be posted in connection therewith.
11. Termination	If the Closing has not occurred on or before October 18, 2019, either party hereto may terminate the rights and obligations under this Term Sheet at any time prior to Closing by written notice to the other party. No termination of this Term Sheet will release any Party from any liability for any pre-termination breach and the indemnities hereunder will survive any termination to the extent such indemnities relate to acts or omissions occurring prior to termination.

Provision Terms & Conditions

12. Governing Law:

The provisions of this Term Sheet will be governed by, and interpreted in accordance with, the laws of the State of Delaware, excluding its choice of law principles.

Contura and Operating Company hereby agree that the foregoing accurately sets forth our understanding of the foregoing arrangements, and we now execute this Term Sheet as of the date first set forth above.

	CONTURA ENERGY, INC.


	By:	/s/ C. Andrew Eidson
	Name:	C. Andrew Eidson
	Title:	Executive Vice President and Chief Financial Officer

	EAGLE SPECIALTY MATERIALS, LLC


	By:	/s/ Michael T. Costello
	Name:	Michael T. Costello
	Title:	Authorized Representative

Annex A

Neither Operating Company nor FM Coal will operate the Purchased Permits until such time as Operating Company or FM Coal posts reclamation bonds for the Purchased Permits in an amount that satisfies the Wyoming regulatory authority and meets all other federal, state, and local requirements that will allow Operating Company to operate the Purchased Permits.

OSMRE will not attempt to link Contura Coal West to any Surface Mining Control and Reclamation Act of 1977, as revised (“SMCRA”) violation created by Operating Company from the time Operating Company or its designee or contractor, or any other Operating Company affiliate assumes operational responsibility for the Purchased Permits through and until the time that the Purchased Permits are transferred to Operating Company.

OSMRE will not attempt to make Contura Coal West or any of the owners or controllers of Contura Coal West liable for the abatement of any SMCRA violation created by Operating Company from the time Operating Company or its designee or contractor, or any other Operating Company affiliate assumes operational responsibility for the Purchased Permits through and until the time that the Purchased Permits are transferred to Operating Company or its designee or any other Operating Company affiliate.

Operating Company will use its best efforts to avoid creating mining conditions that will lead to the issuance of SMCRA violations and will promptly abate any such violation cited or pointed out by OSMRE or the Wyoming regulatory authority.

Contura Coal West and Operating Company will work expeditiously in accordance with SMCRA and the Wyoming regulatory program to complete the transfer of the Purchased Permits;

Operating Company will operate the two mines consistent with the current mining and reclamation plans for the two mines and will re-employ as many of the Debtors’ miners as possible.

As long as Contura Coal West is the primary bonded party on the Purchased Permits, the Contura Coal West reclamation bonds can be called or forfeited in accordance with Wyoming's counterpart to SMCRA and the rules and regulations that implement it; provided, however, any such bond forfeiture shall not be linked to or held against Contura Coal West or any of its affiliates, officers, directors, owners or controllers under the Applicant Violator System. Contura Coal West's liability as the primary bonded entity will continue until such time as those reclamation bonds posted as of the date of the agreement among Contura Coal West, OSMRE, FM Coal and Operating Company (the “OSMRE Agreement”) are released or replaced under Wyoming law.

The OSMRE Agreement does not establish any precedent and cannot be used by Contura Coal West or Operating Company or any other organization in an attempt to justify similar terms in any subsequent SMCRA case, administrative appeal, complaint, claim, case, or matter before the courts or administrative tribunals of the United States of America or any state.

A-1

Exhibit 10.2

AGREEMENT

THIS AGREEMENT is entered into this 18th day of October, 2019, between the United States Department of the Interior Office of Surface Mining, Reclamation and Enforcement (“OSMRE”), Contura Coal West, LLC (“Contura”), FM Coal, LLC (“FM Coal) and Eagle Specialty Materials, LLC (“Eagle”).

RECITALS:

WHEREAS, Contura is the holder of Wyoming Department of Environmental Quality Permit No. 428-T7 for the Eagle Butte Mine located in Campbell County, Wyoming and Wyoming Department of Environmental Quality Permit No. 214-T8 for the Belle Ayr Mine located in Campbell County, Wyoming (collectively referred to as the “Permits”);

WHEREAS, Contura sold the Eagle Butte Mine and the Belle Ayr Mines to Blackjewel LLC (“Blackjewel LLC”) on December 8, 2017, permitting Blackjewel to operate under the Permits from and after that date pending the transfer of the Permits to Blackjewel;

WHEREAS, Blackjewel and certain affiliates filed Chapter 11 bankruptcy petitions on July 1, 2019, and there are unusual circumstances resulting from the filing of that bankruptcy by Blackjewel;

WHEREAS Blackjewel is presently the assignee of Contura’s Federal coal leases, critical aspects of surface coal mining operations on the Permits;

WHEREAS hundreds of workers at these two mines in Wyoming were unexpectedly thrown out of work by the filing of bankruptcy by Blackjewel;

WHEREAS Eagle is willing to restart mining operations at Eagle Butte and Belle Ayr and is willing to continue mining operations on the Permits in accordance with the existing mining and operation plans for the Permits;

WHEREAS Eagle has agreed that it will operate those mines consistent with the current mining and reclamation plans for the two mines and will re-employ as many of Blackjewel’s miners as possible;

WHEREAS Eagle needs the cooperation of Contura in order to have the Permits transferred to it and to transfer or otherwise obtain the reclamation bonds, royalty bonds, mineral leases and other rights needed to operate The Permits; and

Page 1 of 5

WHEREAS Contura is willing to cooperate in the transfer from Contura to Eagle of the Permits and to transfer or otherwise cooperate with Eagle as it obtains reclamation bonds, royalty bonds, mineral leases and other rights needed to operate those two permits only if it is released as a controller of the Permits from the date Eagle assumes operational responsibility for the Permits to the date the Permits are transferred to Eagle, and Eagle obtains the necessary reclamation bonds, royalty bonds, mineral leases and other necessary mineral rights related to the Permits;

NOW THEREFORE, in consideration of these premises, Contura, FM Coal, Eagle and OSMRE intend to be legally bound by, and knowingly, voluntarily, and mutually agree to, the terms and conditions described fully below:

(a)

Neither Eagle nor FM Coal will operate the Permits until such time as Eagle or FM Coal posts reclamation bonds for the Permits in an amount that satisfies the Wyoming regulatory authority and meets all other Federal, state, and local requirements that will allow Eagle to operate the Permits;

(b)

Owing to the bankruptcy of Blackjewel, OSMRE will not attempt to link Contura to any SMCRA violation created by Eagle from the time Eagle or its designee or contractor, or any other Eagle affiliate assumes operational responsibility for the Permits through and until the time that the Permits are transferred to Eagle;

(c)

OSMRE will not attempt to make Contura or any of the owners or controllers of Contura liable for the abatement of any SMCRA violation created by Eagle from the time Eagle or its designee or contractor, or any other Eagle affiliate assumes operational responsibility for the Permits through and until the time that the Permits are transferred to Eagle or its designee or any other Eagle affiliate;

(d)

Eagle will use its best efforts to avoid creating mining conditions that will lead to the issuance of SMCRA violations and will promptly abate any such violation cited or pointed out by OSMRE or the Wyoming regulatory authority;

Page 2 of 5

(e)

Contura and Eagle will work expeditiously in accordance with SMCRA and the Wyoming regulatory program to complete the transfer of the Permits.

(f)

Eagle will operate those mines consistent with the current mining and reclamation plans for the two mines and will re-employ as many of Blackjewel’s miners as possible;

(g)

As long as Contura is the primary bonded party on the Permits, the Contura reclamation bonds can be called or forfeited in accordance with Wyoming’s counterpart to SMCRA and the rules and regulations that implement it; provided, however, any such bond forfeiture shall not be linked to or held against Contura or any of its affiliates, officers, directors, owners or controllers under the Applicant Violator System. Contura’s liability as the primary bonded entity will continue until such time as those reclamation bonds posted as of the date of this Agreement are released or replaced under Wyoming law;

(h)

This Settlement Agreement does not establish any precedent and cannot be used by Contura or Eagle or any other organization in an attempt to justify similar terms in any subsequent SMCRA case, administrative appeal, complaint, claim, case, or matter before the courts or administrative tribunals of the United States of America or any State.

(i)

The parties may modify, renegotiate, or cancel the terms of this Settlement Agreement only by mutual written consent signed and dated by Contura, FM Coal, Eagle and OSMRE;

(j)

If any paragraph or portion of this Settlement Agreement is determined to be unenforceable, the rest and remainder of this Settlement Agreement will remain in full force and effect;

(k)

Contura and Eagle agree and acknowledge that any failure to meet and satisfy any of their obligations under this Settlement Agreement will constitute a breach of this Settlement Agreement, giving OSMRE and the Wyoming regulatory authority the right to any appropriate remedy permitted by law, including but not limited to bond forfeiture; and,

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(l)

FM Coal is an affiliate of Eagle and may provide guaranties, obtain surety bonds and/or execute documents related to the transaction proposed herein, and so agrees to be bound to the same terms and conditions stated herein.

All terms and conditions relied upon by the parties are contained in this Settlement Agreement. There are no oral or unwritten promises that are being relied upon by the FM Coal, Eagle, Contura or OSMRE.

THE REST OF THIS PAGE

IS INTENTIONALLY LEFT BLANK

Page 4 of 5

EXECUTED BY THE PARTIES AS INDICATED:


*For OSMRE:*


/s/ Lanny Erdos		10/1/19
Lanny Erdos		Date
Principal Deputy Director, exercising the authority of the Director





*For Contura:*


/s/ C. Andrew Eidson		10/7/19
C. Andrew Eidson		Date
President, Manager and Treasurer




*For FM Coal:*


Michael T. Costello		10/18/19
Michael T. Costello		Date
Its authorized agent

*For Eagle:*


Michael T. Costello		10/18/19
Michael T. Costello		Date
Its authorized agent

Page 5 of 5

Exhibit 10.3

SURETIES SUPPLEMENTAL AGREEMENT

THIS SURETIES SUPPLEMENTAL AGREEMENT (this “Agreement”) is dated October 18, 2019, among (i) Endurance Assurance Corporation, a Delaware corporation, Endurance American Insurance Company, a Delaware corporation, Lexon Insurance Company, a Texas corporation, Bond Safeguard Insurance Company, a South Dakota corporation and Indemnity National Insurance Company, a Mississippi corporation, (each, a “Surety” and collectively, the “Sureties”), (ii) Contura Energy, Inc., a Delaware corporation (“Contura”), and Contura Coal West, LLC, a Delaware corporation (“Contura Coal West” and collectively with Contura, the “Contura Parties”) and (iii) Eagle Specialty Materials, LLC, an Ohio limited liability company (“ESM”, and together with the Sureties and the Contura Parties, the “Parties”).

RECITALS

WHEREAS, Contura Coal West is the designated permittee under certain permits (the “Permits”) issued by the State of Wyoming Department of Environmental Quality, Land Quality Division (the “DEQ”) for the Eagle Butte and Belle Ayr mines located in Campbell County, Wyoming (the “Mines”);

WHEREAS, Contura Coal West has posted certain bonds (the “Contura Bonds”) with the DEQ to secure Contura Coal West’s reclamation obligations with respect to the Mines (the “Reclamation Obligations”);

WHEREAS, Blackjewel, L.L.C. (“Blackjewel” ) purchased the Mines from Contura Coal West in December 2017;

WHEREAS, because the applicable approvals had not been obtained at that time, (i) the Permits were not transferred to Blackjewel at the time of closing of the purchase of the Mines by Blackjewel and (ii) Contura Coal West and Blackjewel entered into that certain Permit Operating Agreement dated December 8, 2017 (the “Permit Operating Agreement”) relating to operation of the Mines by Blackjewel under the Permits;

WHEREAS, on July 1, 2019, Blackjewel and certain of its subsidiaries and affiliates (Blackjewel and such subsidiaries and affiliates collectively, the “Blackjewel Debtors”) filed petitions for relief (the “Bankruptcy Cases”) under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101-1532 , as amended, in the United States Bankruptcy Court for the Southern District of West Virginia, and the Blackjewel Debtors are operating as debtors in possession under the Bankruptcy Cases;

WHEREAS, concurrently with the execution of this Agreement, ESM is purchasing the Mines from certain of the Blackjewel Debtors (the “Blackjewel Sellers” and such purchase, the “ESM Purchase”);

WHEREAS, in connection with the ESM Purchase, ESM is assuming the Reclamation Obligations and has posted certain bonds issued by the Sureties in the aggregate amount of $237,600,500 (the “Substitute Bonds) with the DEQ, and upon Substitute Bonds have been filed with and accepted by the DEQ, and the DEQ has released the Contura Bonds and has released or will release the other collateral posted by Contura Coal West in connection therewith;

WHEREAS, subject to certain terms and conditions, Contura Coal West has consented to ESM commencing and continuing mining and reclamation operations under the Permit Operating Agreement;

WHEREAS, in connection with the ESM Purchase, the United States Department of the Interior Office of Surface Mining, Reclamation and Enforcement (“OSMRE”), Contura Coal West, EMS and FM Coal, LLC, an affiliate of ESM, are entering into or have entered into an Agreement dated October 18, 2019 (the “OSMRE Agreement”), a copy of which has been provided to the Sureties and is attached hereto as Exhibit A;

WHEREAS, Contura has agreed to provide certain consideration to ESM in connection with the ESM Purchase, but only if the Sureties give certain assurances to Contura and Contura Coal West and agree to certain covenants with Contura and Contura Coal West; and

WHEREAS, in order to induce Contura to provide the consideration to ESM as described above, the Sureties are entering into this Agreement.

NOW, THEREFORE, in consideration of the recitals above, which are incorporated by reference herein , and the mutual promises, representations, warranties, covenants, conditions and agreements contained herein , the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound by the terms hereof, covenant and agree as follows:

1. Agreement of Sureties. The Sureties hereby acknowledge and agree as follows, notwithstanding anything in the Substitute Bonds to the contrary:

(a) The Sureties agree that if the DEQ makes a demand for payment pursuant to some or all of the Substitute Bonds, the Sureties will promptly act in accordance with the terms of such Substitute Bonds.

(b) Notwithstanding (x) anything in the Substitute Bonds (including any language in the Substitute Bonds making or purporting to make Contura Coal West jointly and severally liable thereon), (y) any obligation under applicable law or (z) anything otherwise to the contrary, the Sureties agree that neither Contura nor Contura Coal West nor any of their affiliates will have any liability in respect of or relating to the Substitute Bonds or the obligations secured thereby and none of the Sureties will make any claim or seek any payment from Contura, Contura Coal West or any of their affiliates (or any collateral previously provided by Contura Coal West) arising from or relating to the Substitute Bonds or the obligations secured thereby.

(c) The Sureties acknowledge and consent to OSMRE Agreement, pursuant to which, among other things, OSMRE agrees that (i) Contura Coal West will not be linked to any Surface Mining Control and Reclamation Act of 1977, as revised (“SMCRA”), violation created by ESM once it assumes operational responsibility for the Mines through and until such time as the Permits transfer to ESM, (ii) OSMRE will not make Contura Coal West or any of the owners or controllers of Contura Coal West liable for the abatement of any SMCRA violation created by ESM once ESM assumes operational responsibility for the Permits until the Permits transfer and (iii) any Permit or bond forfeiture shall not be linked to or held against Contura Coal West or any of its affiliates, officers directors, owners or controllers under the OSMRE Applicant Violator System (AVS).

(d) The Sureties acknowledge and agree that neither of the Contura Parties nor any of their affiliates (i) have entered into or will enter into any general indemnity agreement, or any other similar agreement, with any of the Sureties in connection with the Substitute Bonds or (ii) have posted or will post any collateral in connection with the Substitute Bonds.

2. Counterparts. This Agreement may be executed by the Parties in several counterparts, each of which shall be an original, but all of which shall constitute but one and the same agreement. Delivery of an executed counterpart of this Agreement by telecopy or electronic mail by any Party hereto shall be effective as such party’s original executed counterpart.

3. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF DELAWARE.

4. Severability. If any provision of this Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

[Remainder of page intentionally blank.]

IN WITNESS WHEREOF, each of the Parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

	Endurance Assurance Corporation

	By:	/s/ E. Patrick Hennesy III
	Name:	E. Patrick Hennesy III
	Title:	Senior Vice President



	Endurance American Insurance Company

	By:	/s/ E. Patrick Hennesy III
	Name:	E. Patrick Hennesy III
	Title:	Senior Vice President



	Lexon Insurance Company

	By:	/s/ E. Patrick Hennesy III
	Name:	E. Patrick Hennesy III
	Title:	Senior Vice President



	Bond Safeguard Insurance Company

	By:	/s/ E. Patrick Hennesy III
	Name:	E. Patrick Hennesy III
	Title:	Senior Vice President

[Signature Page to Sureties Supplemental Agreement]



	INDEMNITY National Insurance Company

	By:	/s/ Thomas F. Elkins
	Name:	Thomas F. Elkins
	Title:	President



	Contura Energy, Inc.

	By:	/s/ C. Andrew Eidson
	Name:	C. Andrew Eidson
	Title:	EVP & Chief Financial Officer



	Contura Coal West, LLC

	By:	/s/ C. Andrew Eidson
	Name:	C. Andrew Eidson
	Title:	EVP & Chief Financial Officer



	Eagle Specialty Materials, LLC

	By:	/s/ Michael T. Costello
	Name:	Michael T. Costello
	Title:	Authorized Representative

[Signature Page to Sureties Supplemental Agreement]

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contura Announces Closing of Transaction with Eagle Specialty Materials Related to Powder River Basin Mines

BRISTOL, Tenn., October 21, 2019 – Contura Energy, Inc. (NYSE: CTRA), a leading U.S. coal supplier, today announced the closing on October 18, 2019 of its previously announced transaction with Eagle Specialty Materials, LLC (Eagle Specialty Materials), an affiliate of FM Coal, LLC (FM Coal), in connection with Eagle Specialty Materials’ concurrent acquisition of the Eagle Butte and Belle Ayr thermal coal mines located in the Powder River Basin (PRB) in Campbell County, Wyoming (Western Assets).

On October 2, 2019, as part of the bankruptcy proceedings for Blackjewel L.L.C., Blackjewel Holdings L.L.C. and certain affiliated entities (all such debtor entities, collectively, Blackjewel, or the Debtors), the U.S. Bankruptcy Court for the Southern District of West Virginia approved the sale by Blackjewel of the Western Assets to Eagle Specialty Materials.

In connection with the closing of the transaction, the surety bonding previously posted by Contura’s subsidiary, Contura Coal West, LLC (Contura Coal West), with the State of Wyoming Department of Environmental Quality, Land Quality Division (DEQ) has been replaced with substitute surety bonds arranged by Eagle Specialty Materials in the amount of approximately $238 million, and neither Contura nor Contura Coal West will have any liability in respect of those substitute surety bonds. Pursuant to an agreement among Contura Coal West, Eagle Specialty Materials, FM Coal and the United States Department of Interior’s Office of Surface Mining, Reclamation and Enforcement (OSM), OSM has agreed that any bond forfeiture related to the mines will not be linked to or held against Contura Coal West and OSM will not link Contura Coal West to any Surface Mining Control and Reclamation Act of 1977 violation by Eagle Specialty Materials. Eagle Specialty Materials is expected to operate the mines during the transfer process to Eagle Specialty Materials of certain state permits held by Contura Coal West and certain state and federal leases held by an affiliate of Blackjewel. Eagle Specialty Materials has agreed to use commercially reasonable efforts to cause the permits to be transferred as promptly as possible.

“Closing this deal with Eagle Specialty Materials brings about a positive result for our company and the many stakeholders involved in this transaction,” said chairman and chief executive officer, David Stetson. “In our view, this transaction represents a best-case-scenario outcome to a lengthy and uncertain process, putting the mines in the hands of an operator with a long-term interest in the Powder River Basin, and getting hard-working coal miners back on the job.”

As previously disclosed, Contura was a prior owner of the Western Assets through its subsidiary, Contura Coal West, though the company has not operated the mines since selling the assets to Blackjewel in December 2017. Because the permit transfer process relating to that transaction was not completed prior to Blackjewel’s filing for Chapter 11 bankruptcy protection, however, Contura Coal West remains the permitholder in good standing for both mines and has maintained bonding to cover related reclamation and other obligations, as described above.

Pursuant to an agreement between Contura and Eagle Specialty Materials, Contura paid to Eagle Specialty Materials cash consideration of $81.3 million at closing, has agreed to pay an additional $8.7 million into an escrow account to be used to make payment in respect of a federal royalty claim against Contura Coal West, has agreed to convey certain Wyoming real property to Eagle Specialty Materials subject to certain conditions, has paid $13.5 million to Campbell County, Wyoming for ad valorem back taxes, has waived its rights to the remaining $3.05 million of a purchase deposit provided to the Debtors, and has released or waived certain other claims against the Debtors or with respect to certain of their assets. Eagle Specialty Materials has agreed to indemnify Contura and its affiliates against all reclamation liabilities related to the Western Assets and against federal, state and local claims for royalties, ad valorem taxes and other amounts relating to the Western Assets for the period beginning on December 8, 2017.

Contura Coal West expects to have returned to it approximately $9.0 million of cash collateral related to the surety bonds it previously posted that are being released as part of this transaction.

ABOUT CONTURA ENERGY

Contura Energy (NYSE: CTRA) is a Tennessee-based coal supplier with affiliate mining operations across major coal basins in Pennsylvania, Virginia and West Virginia. With customers across the globe, high-quality reserves and significant port capacity, Contura Energy reliably supplies both metallurgical coal to produce steel and thermal coal to generate power. For more information, visit www.conturaenergy.com.

FORWARD-LOOKING STATEMENTS

This news release includes forward-looking statements. These forward-looking statements are based on Contura's expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially from current expectations. These factors are difficult to predict accurately and may be beyond Contura’s control. Forward-looking statements in this news release or elsewhere speak only as of the date made. New uncertainties and risks arise from time to time, and it is impossible for Contura to predict these events or how they may affect Contura. Except as required by law, Contura has no duty to, and does not intend to, update or revise the forward-looking statements in this news release or elsewhere after the date this release is issued. In light of these risks and uncertainties, investors should keep in mind that results, events or developments discussed in any forward-looking statement made in this news release may not occur.

INVESTOR CONTACT

investorrelations@conturaenergy.com

Alex Rotonen, CFA

423.956.6882

MEDIA CONTACT

corporatecommunications@conturaenergy.com

Emily O’Quinn

423.573.0369

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