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AGREEMENT FOR PURCHASE AND SALE OF ASSETS

(1251 Baker Street, Mobile, AL)

This AGREEMENT FOR PURCHASE AND SALE OF ASSETS (this “Agreement”) is made as ofMay 2, 2014 (the “Effective Date”), by and between Blue Creek Coal Sales, Inc., an Alabamacorporation (“Seller”), and the Alabama State Port Authority, an agency of the State of Alabama(“Buyer”, and individually or together with Seller, a “Party” or the “Parties”).

BACKGROUND

This Agreement sets forth the terms and conditions upon which Buyer is purchasing fromSeller (A) certain real property located at 1251 Baker Street Mobile, AL 36603, County of Mobile,State of Alabama, totaling 63 acres, more or less, specifically described on Attachment “A” whichis incorporated herein by reference, together with all buildings, fixtures and improvementssituated thereon, and all right, title, and interest of Seller in and to any land lying in the bed of anyexisting dedicated street, road, or alley adjoining thereto, and all rights, permits, ways,easements, privileges, and appurtenances thereunto belonging (collectively, “Real Property”); and(B) all furniture, fixtures, and manufacturing and support equipment located on the Real Property(collectively, “Equipment”); but excluding those specific items listed on Attachment “B” which isincorporated herein by reference (collectively, the “Excluded Assets”). The Real Property andEquipment, excluding the Excluded Assets, are hereinafter collectively referred to as the“Purchased Assets.”

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein and forother good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, and intending to be legally bound the Parties hereby agree as follows:

1. Sale and Purchase.

1.1. Agreement to Sell and Purchase. At the Closing (as defined in Section 2), Seller shallgrant, bargain, sell, convey, assign, transfer and deliver possession to Buyer, and Buyershall purchase and acquire from Seller, all right, title, and interest of Seller in and to thePurchased Assets. Except as expressly set forth herein, the Purchased Assets are to beconveyed at Closing in their “as is, where is” condition.

1.2. Consideration. Buyer shall pay to Seller the aggregate amount of Five Million Dollars($5,000,000.00) (“Purchase Price”) for the Purchased Assets. The Purchase Price shall bepayable as follows:

1.2.1. Earnest Money Deposit. On execution of this Agreement, Buyer shall deposit withthe Title Company (as defined in Section 1.3), as escrow agent, a cash deposit inthe amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00)(“Deposit”) to be held in trust pending the Closing.

1.2.2. Cash at Closing. At the Closing, Buyer shall pay the balance of the Purchase Priceby wire transfer of immediately available funds, in accordance with written

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instructions provided by Seller to Buyer prior to Closing (“Cash at Closing”), toSeller, and the Title Company shall pay the Deposit to Seller.

1.3. Title and Lien Searches.

1.3.1. Title Insurance. Seller has or will cause Stewart Title Guaranty Company, WarrenLaird, agent (“Title Company”), to issue to Buyer a commitment (“TitleCommitment”) for an ALTA owner’s title insurance policy (“Title Policy”) on theReal Property and copies of all instruments shown by the Title Commitment.Seller shall execute such affidavits as the Title Company may reasonably requestto accommodate the issuance of the Title Policy, which shall include suchendorsements thereto as are reasonably requested by Buyer. Seller will pay thecost of the Title Commitment, the abstract fees and the title premium. Seller andBuyer will each pay one-half of any closing fees charged by the Title Policy. Buyerwill pay the cost of any endorsements required by Buyer.

1.3.2. Permitted Exceptions. Subject to Buyer’s full right to analyze and consider thefollowing matters during the Due Diligence Period (as defined in Section 6.1), theyshall be deemed permitted exceptions that may be listed as such in the Deed (asdefined in Section 2.1(a)) (collectively, “Permitted Exceptions”):

(a) Rights, whether or not of record, if any, relating to the construction andmaintenance of any public roads, rights of way, utility facilities, includingwithout limitation, utility wires, poles, pipes, conduits and appurtenancesthereto, on, under or across the Real Property;

(b) Restrictions on Buyer’s ability to build upon or use the Real Propertyimposed by any current or future building or zoning ordinances or anyother law or regulation of any governmental authority;

(c) All claims of governmental authorities in and to any portion of the RealProperty lying in the bed of any streams, creeks or waterways or othersubmerged lands or land now or formerly subject to the ebb and flow oftidal waters or any claims of riparian rights;

(d) Mechanics', materialmen's, warehousemen's and similar liens attachingby operation of law, incurred in the ordinary course of business andsecuring payments not yet delinquent, which payments will be paid in fullat Closing;

(e) Rollback taxes, if any, for any future year’s taxes, assessments, waterrates and other governmental charges imposed on or levied against or onaccount of the Real Property;

(f) Standard title insurance exceptions found upon the printed jacket of ALTAOwner’s Title Policy form as customarily issued in Mobile County, in theState of Alabama, except for such exceptions for survey and physicalinspections matters, mechanics and materialmens liens, parties in

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possession and other matters that may be customarily removed by meansof a survey and owner’s affidavit;

(g) All previous reservations, exceptions and conveyances of oil, gas,associated hydrocarbons, minerals and mineral substances and royaltyand other mineral rights; and

(h) Such other matters disclosed on the Title Commitment or the Survey (asdefined in Section 1.4) to which Buyer either does not object prior toexpiration of the Due Diligence Period or otherwise accepts in writing.

1.3.3. Matters to be Satisfied at Closing. The following matters shall be satisfied orotherwise cancelled at Closing: any mortgages, deeds of trust, or other monetaryliens and any liens for assessments and past due taxes, duties, charges, feeslevies, or other assessments imposed by any governmental body includingincome, gross receipts, value-added, excise, withholding, personal property, realestate, sales, use, ad valorem, license, lease, service, severance, stamp, transfer,payroll, employment, customs, duties, alternative, add-on minimum, estimated,and franchise taxes against the Purchased Assets, if any.

1.4. Survey. Seller will provide to Buyer a copy of the existing survey of the Real Property. IfBuyer or the Title Company requires an updated survey of the Real Property (“Survey”),Buyer shall obtain the Survey and shall provide a copy of the same to Seller and the TitleCompany. The Survey shall (a) set forth the gross square footage and gross acreage ofthe Real Property (rounded to the nearest one-one thousandths of an acre), (b) theboundary lines of the Real Property, (c) the location of the improvements on the RealProperty, and (d) be certified to Seller, Buyer and the Title Company. Buyer shall pay thecost of the updated Survey.

2. Closing. The closing of this transaction (“Closing”) shall be held at the offices of Maynard,Cooper & Gale, P.C., Mobile, Alabama, at 10:00 am (local time) on or before thirty (30) daysfollowing the expiration of the Due Diligence Period (as defined in Section 6.1) unless Buyerterminates this Agreement as set forth in Section 6.2 of this Agreement (“Closing Date”). Riskof loss of the Purchased Assets shall pass from Seller to Buyer upon consummation of theClosing on the Closing Date.

2.1. Deliveries. At the Closing, subject to the terms and conditions contained herein:

(a) Seller shall deliver to Buyer (i) a Statutory Warranty Deed substantially in the formattached hereto as Exhibit A (“Deed”) pursuant to which Seller transfers to Buyerthe Real Property, subject only to Permitted Exceptions, (ii) a Bill of Sale andAssignment Agreement substantially in the form attached hereto as Exhibit B (“Billof Sale”) pursuant to which Seller transfers to Buyer the Equipment, subject only toPermitted Exceptions, (iii) the Title Commitment marked-up by the Title Companyfor the issuance of the final Title Policy in form acceptable to Buyer, (iv) a Non-Foreign Affidavit and an Alabama Form NR-AF1 Affidavit of Seller’s Residence, (v)customary title insurance affidavits or other documents reasonably required by theTitle Company sufficient to cause the issuance of the owner’s Title Policy without

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the standard pre-printed exceptions, (vi) such information as is required for theclosing agent to file an IRS Form 1099-S, (vii) a broker’s lien affidavit stating Sellerwill pay any commission of any real estate agent used by Seller in connection withthis transaction, (viii) a settlement statement, (ix) such additional documents asmay be necessary or customary to consummate the transactions contemplatedhereinwith respect to the Purchased Assets, and (x) possession of the PurchasedAssets.

(b) Buyer shall deliver to Seller (i) the Cash at Closing, (ii) the Bill of Sale, (iii) customarytitle insurance affidavits or other documents reasonably required by the TitleCompany to issue the Title Policy, (iv) a broker’s lien affidavit stating Buyer has notused a real estate agent in connection with this transaction, (v) a settlementstatement, (vi) such additional documents as may be necessary or customary toconsummate the transactions contemplated hereinwith respect to the PurchasedAssets.

(c) The Title Company shall deliver to Seller the Deposit.

3. Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer asof the Effective Date the following:

3.1. Corporate Status. Seller is a corporation duly organized, validly existing, and in goodstanding under the laws of the State of Alabama.

3.2. Authorization. Seller has, or will have prior to Closing, the requisite power and authorityto enter into this Agreement and execute and deliver the transaction documents towhich it is a party. Such execution, delivery, and performance by Seller has or prior toClosing will have been duly authorized by all necessary corporate action. Eachtransaction document executed and delivered by Seller constitutes a valid and bindingobligation of Seller, enforceable against Seller in accordance with its terms, except asmay be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance,moratorium, or other laws affecting the enforcement of creditors’ rights in general andexcept that the enforceability of this Agreement is subject to general principles of equity(regardless of whether such enforceability is considered in a proceeding at Law or inequity).

3.3. Consents and Approvals. Neither the execution and delivery by Seller of the transactiondocuments to which it is a party, nor the performance of the transactions by such Seller,requires any notice, filing, consent, or approval, constitutes a default, or gives anyperson, business trust, corporation, partnership, limited liability company, joint stockcompany, proprietorship, association, trust, joint venture, unincorporated association, orany other legal entity of whatever nature (“Person”) the right to challenge any of thetransactions under (a) any contract, agreement, commitment, order, judgment, ordecree to which Seller is a party or by which Seller is bound or (b) the articles ofincorporation or bylaws of Seller.

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3.4. Litigation. Seller is not a party to any litigation or judgment that may have a materialadverse affect or restrict Seller’s ability to consummate this Agreement or to perform itsobligations under the Agreement.

3.5. Compliance with Law. With respect to the Purchased Assets, to Seller’s knowledge,Seller is not in violation of any applicable law, regulation, ordinance or otherrequirement of any governmental authority and no written notice has been received bySeller alleging such violations.

3.6. Brokers’ Fees. Seller shall be solely responsible for any fees or other commissionpayable by Seller to any Person engaged by Seller in connection with the execution ofthis Agreement or the consummation of the transactions contemplated hereby atClosing.

3.7. Real Property. Seller makes the following representations and warranties:

3.7.1.Seller has good and marketable title to the Real Property, free and clear of all liensand encumbrances created by Seller, other than Permitted Exceptions;

3.7.2.Seller has not granted to any Person the right to use or occupy the Real Property orany portion thereof;

3.7.3.Seller has not received any written notification regarding any condemnation,assessments, public improvements, repairs, replacements or alterations affectingsuch Real Property; and

3.7.4.Since the date of Seller’s acquisition of the Real Property, Seller has not conveyedany portion of the Real Property or committed any act or allowed any act to be donewhich has changed the boundaries of such Real Property.

3.8. Taxes. Except for property taxes relating to the Real Property which are a lien but arenot due and payable and which will be pro-rated at Closing, all federal, state and localtaxes due and payable with respect to the Purchased Assets have been paid, including,without limiting the generality of the foregoing, all federal, state and local income,franchise, personal property or similar taxes of Seller, and the Purchased Assets aresubject to no encumbrance in respect of such taxes.

4. Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller asof the Effective Date the following:

4.1. Organizational Status. Buyer is an agency of the State of Alabama.

4.2. Authorization. Buyer has the requisite power and authority to enter into this Agreementand execute and deliver the transaction documents to which it is a party. Suchexecution, delivery, and performance by Buyer has been, or will be prior to Closing, dulyauthorized by all necessary board or agency action. Each transaction documentexecuted and delivered by Buyer constitutes a valid and binding obligation of Buyer,

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enforceable against the Buyer in accordance with its terms except as may be limited byprinciples of sovereign immunity and by bankruptcy, insolvency, reorganization,fraudulent conveyance, moratorium, or other laws affecting the enforcement ofcreditors’ rights in general and except that the enforceability of this Agreement is subjectto general principles of equity (regardless of whether such enforceability is considered ina proceeding at law or in equity).

4.3. Consents and Approvals. Neither the execution and delivery by Buyer of the transactiondocuments to which it is a party, nor the performance of the transactions performed orto be performed by Buyer, requires any notice, filing, consent, or approval, constitutes adefault, or gives any person the right to challenge any of the transactions under (a) anycontract, agreement, commitment, order, judgment, or decree to which Buyer is a partyor by which Buyer is bound or (b) the authorizing or organizational documents of Buyer.

4.4. Litigation. There is no litigation or judgment to which Buyer is a party that may adverselyaffect or restrict Buyer’s ability to consummate this Agreement or to perform itsobligations under this Agreement.

4.5. Sufficient Funds. Buyer has sufficient immediately available funds to pay the entirePurchase Price in accordance with Section 1.2 and to make all other payments requiredby the terms hereof, if any, to pay all related fees and expenses in connection with thisAgreement.

4.6. Brokers’ Fees. All negotiations relative to this Agreement have been carried on by Buyerdirectly without the intervention of any Person who may be entitled to a brokerage feeor other commission payable by Buyer in respect of the execution of this Agreement orthe consummation of the transactions contemplated hereby at Closing.

5. Covenants.

5.1. Further Assurances. From time to time after the Closing, as and when requested by anyParty hereto and at such Party’s expense, the other Party shall execute and deliver, orcause to be executed and delivered, such further documents and instruments, and dosuch other customary acts and things, as are reasonably necessary to effectuate thetransaction contemplated hereby. The provisions of this Section shall survive theClosing.

5.2. Certain Taxes. All deed tax and recording fees incurred in connection with the recordingof the Deed shall be paid by Buyer at Closing. All ad valorem property taxes for thePurchased Assets shall be pro-rated between the Parties at Closing and paid by Buyer asand when due. Buyer shall not be responsible for Seller’s income, capital gains or similartax in connection with the transactions.

5.3. Expenses. Except as otherwise provided herein, each Party shall pay all of its respectivelegal, accounting, and other expenses incurred by such Party in connection with thisAgreement and the execution thereof. The provisions of this Section shall survive thetermination of this Agreement for any reason.

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6. Due Diligence

6.1. Due Diligence. Seller shall deliver or make available to Buyer within fifteen (15) daysafter the Effective Date, all reports, surveys, studies, assessments or other due diligenceinformation and material relating to the Property that is in the possession or under thecontrol of Seller (“Existing Information”). Buyer, at its sole cost expense, shall haveninety (90) days from the Effective Date hereof to review the Existing Information and tomake or cause to be made such investigations of the Property, and their condition, to theextent that Buyer or its advisors deem necessary or advisable (“Due Diligence Period”).Seller shall allow Buyer to have full access to the Property and all relevant records,including environmental records, in its possession pertaining to the Property. TheExisting Information provided by Seller shall be treated as strictly confidential by Buyer,and the same shall not be disclosed to any third party or governmental entity, except asrequired by law or pursuant to requirements of any governmental authority. In theevent that the Closing shall not occur, Buyer shall, except as required by law or in orderto dispute any assertion by Seller as to Buyer’s reason for terminating this Agreement,return to Seller all Existing Information and copies thereof obtained from Seller duringthe course of its investigation and shall maintain the confidentiality of the ExistingInformation. The results of any environmental report, test, investigation or studyconducted by Buyer shall be treated as strictly confidential by Buyer and the same shallnot be disclosed to any third party or governmental entity prior to Closing, except asrequired by law (including open records laws applicable to State agencies) or pursuant torequirements of any governmental authority. Buyer shall provide Seller with a copy ofany reports or analyses relating to the Property obtained by Buyer during the DueDiligence Period. The Parties acknowledge and agree that the provision by Seller of theExisting Information is an accommodation to Buyer only and that, except as providedabove and as otherwise provided herein, Seller does not make any representation orwarranty as to the Existing Information or the condition of the Property. The provisionsof this Section shall survive the termination of the Agreement for any reason.

6.2. Termination. This Agreement may be terminated as follows: (a) by Buyer with writtennotice to Seller prior to the end of the Due Diligence Period if, in Buyer’s sole discretion,the results of its due diligence investigations of the Property hereunder areunsatisfactory; (b) by the mutual written consent of the Parties hereto; (c) by any Partyhereto in the exercise of good faith, if there shall have been any material breach of anyrepresentation, warranty or obligation of the other Party and such breach shall not havebeen remedied within ten (10) days after delivery to such other Party of notice in writing(specifying the nature of such breach and requesting that it be remedied) or by Closing,whichever occurs earlier; or (d) by Buyer pursuant to Section 7.1 or by Seller pursuant toSection 7.1. In the event of a termination of this Agreement pursuant to Sections 6.2(a),(b) or (d), the obligations of the Parties hereunder shall terminate (except for theobligations which by express agreement of the Parties survive termination), the Depositshall be refunded to Buyer, and the Parties will have no further obligations hereunder. Ifthis Agreement is terminated by Buyer for Seller’s material breach pursuant to Section6.2(c), the Deposit shall be refunded to Buyer. If the Agreement is terminated by eitherParty for the other Party’s material breach pursuant to Section 6.2(c), the non-breachingParty shall have the right to pursue all available remedies at law or in equity.

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6.3. Investigation. Buyer represents and warrants that as of the Closing Date, it will befamiliar with the Property and will have made such independent investigations andinspections as it deems necessary or appropriate. Buyer will have taken full responsibilityfor determining the scope of its investigations of the Property, and for the manner inwhich such investigations have been conducted, and will have examined the Property toBuyer’s full satisfaction. Buyer is fully capable of evaluating the adequacy and accuracyof the information and material obtained by Buyer in the course of such investigations.Except as expressly set forth herein, Seller makes no representations or warranties andspecifically disclaims any representation, warranty or guaranty, oral or written, past,present or future, with respect to the physical condition or any other aspect of theProperty, including, without limitation, the structural integrity of any improvements, themanner, construction, condition, and state of repair or lack of repair of any of theimprovements, the conformity of the improvements to any plans or specifications for theProperty, including, but not limited to, any plans and specifications that may have beenor which may be provided to Buyer, the conformity of Seller to past, current or futureapplicable zoning, subdivision or building code requirements, compliance withenvironmental laws, or the compliance with any other laws, rules, ordinances, orregulations of any government or other body, the nature and extent of any right-of-way,lease, possession, lien, encumbrance, license, reservation, condition, or otherwise, theexistence of soil instability, past soil repairs, soil additions or conditions of soil fill,susceptibility to landslides, sufficiency of undershoring, sufficiency of drainage, whetherthe Property are located wholly or partially in a flood plain or a flood hazard boundary orsimilar area or any other matter affecting the stability or integrity of the Property. Buyerhas not relied on the Seller with respect to any matter in connection with Buyer’sinvestigation and evaluation of the Property.

6.4. Disclaimer. OTHER THAN AS EPRESSLY SET FORTH IN THIS AGREEMENT, SELLERDISCLAIMS ALL WARRANTIES AND REPRESENTATIONS WITH REGARD TO THEPROPERTY (WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED) INCLUDING, BUT NOTLIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, DESCRIPTION, CONDITIONS, DESIGN OR OTHERWISE. BUYER FURTHERACKNOWLEDGES AND AGREES THAT IT IS PURCHASING THE PROPERTY IN THEIR "AS-ISWHERE IS" CONDITION, SUBJECT TO ALL FAULTS, AND NEITHER SELLER NOR ANYEMPLOYEE, AGENT OR REPRESENTATIVE OF SELLER HAS MADE ANY EXPRESS ORIMPLIED REPRESENTATIONS, WARRANTIES, COVENANTS, AGREEMENTS ORSTATEMENTS PERTAINING TO THE PROPERTY OR ANY PART THEREOF OTHER THAN ASEXPRESSLY CONTAINED IN THIS AGREEMENT AND IN THE CLOSING DOCUMENTS.

6.5. Damage to Persons or Property. Buyer agrees that, to the full extent permitted by law,Buyer shall be solely responsible for any claim, demand or cause of action, and anyliability, cost, expense (including, but not limited to, reasonable attorneys' fees), damageor loss in connection therewith, resulting from injury to person or property arising out ofor related to Buyer’s due diligence investigation and inspection of the Property. If theClosing does not occur for any reason other than Seller’s default hereunder, Buyer, atBuyer’s sole cost and expense, shall return the Property to substantially the samecondition as exists on the Effective Date. The provisions of this Section shall survive thetermination of the Agreement for any reason.

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7. Conditions to Closing.

7.1. Buyer. Buyer’s obligations to purchase the Purchased Assets and close this transactionor otherwise perform hereunder shall be conditioned upon the fulfillment of each of thefollowing conditions precedent:

(a) The performance by Seller of each and every covenant and agreement to beperformed by Seller hereunder, and the truth and accuracy, in all material respects, ofeach representation and warranty made by Seller as of the Closing Date;

(b) Buyer receiving an appraisal (which Buyer shall order and pay for) of the PurchasedAssets performed by an Alabama licensed real estate appraiser that concludes thatthe value of the Purchased Assets is not less than the Purchase Price;

(c) The delivery to Buyer at the Closing of those items set forth in Section 2.1(a); and

(d) The execution and delivery of an amendment to the Coal Handling Agreement datedAugust 1, 2009, as amended, between Buyer and Jim Walter Resources, Inc. that isacceptable to Buyer, and any ancillary amendments related to the amendedthroughput agreement.

These conditions are for the sole benefit of Buyer. In the event any of the foregoingconditions are not fulfilled on or before the Closing: (i) Buyer may at any time on orbefore the Closing Date, at its election, waive any of the foregoing conditions and closethe purchase, but no such waiver shall reduce Buyer’s rights by reason of any suchagreement, warranty or representation; or (ii) Buyer, at its election by written notice toSeller, may terminate this Agreement whereby both parties shall be released from allobligations hereunder and the Deposit shall be returned to Buyer.

7.2. Seller. Seller’s obligations to sell the Purchased Assets and close this transaction orotherwise perform hereunder shall be conditioned upon the fulfillment of each of thefollowing conditions precedent:

(a) The performance by Buyer of each and every covenant and agreement to beperformed by Buyer hereunder, and the truth and accuracy, in all material respects,of each representation and warranty made by Buyer as of the Closing Date;

(b) The delivery to Seller at the Closing of those items set forth in Section 2.1(b) and (c);

(c) The closing of the purchase by Buyer of the approximately 35.28 acre site, includingthe slip, which is the subject of the Agreement for Purchase and Sale of Assets (BlueCreek Terminal) of even date herewith between the Parties; and

(d) The execution and delivery by Buyer of an amendment to the Coal HandlingAgreement dated August 1, 2009, as amended, between Buyer and Jim WalterResources, Inc. that is acceptable to Seller, and any ancillary amendments related tothe amended throughput agreement.

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These conditions are for the sole benefit of Seller. In the event any of the foregoingconditions are not fulfilled on or before the Closing: (i) Seller may at any time on orbefore the Closing Date, at its election, waive any of the foregoing conditions and closethe purchase, but no such waiver shall reduce Seller’s rights by reason of any suchagreement, warranty or representation; or (ii) Seller, at its election by written notice toBuyer, may terminate this Agreement whereby both parties shall be released from allobligations hereunder and the Deposit shall be returned to Buyer.

8. General Matters.

8.1. Contents of Agreement. This Agreement, together with the transaction documents, setforth the entire understanding of the Parties with respect to this Agreement andsupersedes all prior agreements or understandings between the Parties regarding thosematters.

8.2. Amendment, Parties in Interest, Assignment, Miscellaneous. This Agreement may beamended, modified, or supplemented only by a written instrument duly executed byeach of the Parties. If any provision of this Agreement shall for any reason be held to beinvalid illegal, or unenforceable in any respect, such invalidity, illegality, orunenforceability shall not affect any other provision hereof, and this Agreement shall beconstrued as if such invalid, illegal, or unenforceable provision had never been containedherein. This Agreement shall be binding upon, inure to the benefit of and be enforceableby the respective successors and permitted assigns of the Parties. Nothing in thisAgreement shall confer any rights upon any Person other than the Parties and theirrespective successors and permitted assigns. No Party shall assign this Agreement or anyright, benefit, or obligation hereunder, except with the prior written consent of the otherParty. Neither the failure nor the delay by any Party in exercising any right, power, orprivilege hereunder shall operate as a waiver of such right, power or privilege, and nosingle or partial exercise of any such right, power, or privilege shall preclude any other orfurther exercise of any such right, power or privilege or the exercise of any other right,power, or privilege. To the maximum extent permitted by applicable law, (a) no waiverthat may be given by a Party shall be applicable except in the specific instance for whichit was given and (b) no notice to or demand on one Party shall be deemed to be a waiverof any obligation of such Party or the right of the Party giving such notice or demand totake further action without notice or demand as provided in this Agreement or the othertransaction documents.

8.3. Interpretation. Unless the context of this Agreement clearly requires otherwise, (a)references to the plural include the singular, the singular the plural, and the part thewhole, (b) references to any gender include all genders, (c) “including” has the inclusivemeaning frequently identified with the phrase “but not limited to,” and (d) references to“hereunder” or “herein” relate to the Agreement. The section and other headingscontained in this Agreement are for reference purpose only and shall not control oraffect the construction of this Agreement or the interpretation thereof in any respect.

8.4. Counterparts. This Agreement may be executed in two or more counterparts (delivery ofwhich may occur via facsimile or email), each of which shall be binding as of the date firstwritten above, and, when delivered, all of which shall constitute one and the same

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instrument. A facsimile signature or electronically scanned copy of a signature shallconstitute and operate as an original which shall be sufficient evidence of a Party’sexecution of this Agreement, without necessity of further proof. Each such copy (orfacsimile) shall be deemed an original, and it shall not be necessary in making proof ofthis Agreement to produce or account for more than one such counterpart.

8.5. Negotiated Agreement. The Parties hereby acknowledge that the terms and language ofthis Agreement were the result of negotiations between the Parties and, as a result,there shall be not presumption that any ambiguities in this Agreement shall be resolvedagainst any particular Party. Any controversy over construction of this Agreement shallbe decided without regard to events of authorship or negotiation.

8.6. Time of the Essence. Time is of the essence in the performance of each and everyobligation under this Agreement.

8.7. Survival of Certain Provisions. Unless otherwise stated explicitly therein, all provisions ofthis Agreement terminate at Closing.

9. Notices.

All notices that are required or permitted hereunder shall be in writing and shall besufficient if (a) personally delivered, (b) sent by registered or certified mail, return receiptrequested, postage prepaid, or (c) sent by Federal Express or other nationally recognizedovernight delivery service (for next day delivery), delivery costs prepaid. Any notices shall bedeemed given upon delivery or written refusal to accept delivery at the following addresses.

If to Seller:

Blue Creek Coal Sales, Inc.3000 Riverchase GalleriaSuite 1700Birmingham, AL 35244Attn: General CounselTelephone: (205) 745-2741

with a required copy to:

Walter Energy, Inc.3000 Riverchase Galleria,Suite 1700Birmingham, AL 35244Attn: General CounselTelephone: (205) 745-2741

If to Buyer:

Alabama State Port Authority250 N. Water Street, Suite 300

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Mobile, AL 36602Attn: James K. LyonsTelephone: (251) ______

with a required copy to:

T. Bruce McGowin, Esq.Hand Arendall, LLC11 N. Water Street, Suite 30200Mobile, AL 36602Telephone: (251) 694-6342

10. Governing Law

This Agreement shall be construed and interpreted in accordance with the Laws of theState of Alabama without regard to its provisions concerning choice of laws, choice of forum, orprinciples that might otherwise refer construction or interpretation of this Agreement to thesubstantive Law of another jurisdiction. Each Party also irrevocably and unconditionally consentsto the service of any process, pleadings, notices, or other papers in a manner permitted by thenotice provisions of Section 9. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TOTRIAL BY JURY IN ANY LITIGATION, ACTION, PROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM INANY COURT (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF,RELATING TO OR IN CONNECTION WITH (i) THIS AGREEMENT OR THE VALIDITY, PERFORMANCEINTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR (ii) THE ACTIONS OF SUCH PARTYIN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION,PERFORMANCE OR ENFORCEMENT HEREOF.

11. Exhibits and Schedules.

All Exhibits and Attachments hereto are specifically made a part of this Agreement.

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Attachment “A”Legal Description of Real Property

Lot 1, Blue Creek Coal Sales, Inc. Subdivision, as per map or plat thereof recorded in Book PL129,Page 42, in the Office of the Judge of Probate of Mobile County, Alabama.

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Attachment “B”Excluded Assets

1. 4 – Kohler 80kw natural gas generators with automatic switching stations

2. 1 – Kohler 20kw natural gas generator with automatic switching stations

3. 3- 6000lb Nissan fork lifts

4. 2 – 8000lb Nissan fork lifts

5. 4 - 1 hp. portable air compressors

6. Such other personal property or fixtures as the Parties may mutually agree during the Due

Diligence Period

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EXHIBIT A

DEED

STATE OF ALABAMA ) Send tax notices to:MOBILE COUNTY ) Alabama State Port Authority

250 N. Water Street, Suite 300Mobile, AL 36602Attn: James K. Lyons

STATUTORY WARRANTY DEED

KNOW ALL MEN BY THESE PRESENTS, that for and in consideration of Ten and No/100Dollars ($10.00) and other good and valuable consideration in hand paid to BLUE CREEK COALSALES, INC., an Alabama corporation (“Grantor”), by ALABAMA STATE PORT AUTHORITY, anagency of the State of Alabama (“Grantee”), the receipt of which is acknowledged, Grantor doeshereby GRANT, BARGAIN, SELL AND CONVEY unto Grantee, its successors and assigns, that certainreal property situated in Mobile County, Alabama, which is described on Exhibit A attached heretoand made a part hereof (the “Property”).

It is expressly understood and agreed that this Statutory Warranty Deed is made subjectto the matters described on Exhibit B attached hereto and made a part hereof (the “PermittedExceptions”).

TO HAVE AND TO HOLD the Property unto Grantee, its successors and assigns, togetherwith all and singular the tenements, hereditaments and appurtenances thereunto belonging or inanywise appertaining and unto its successors and assigns forever.

Grantor hereby covenants and agrees with Grantee, and its successors and assigns, thatGrantor, and its successors and assigns, will warrant and defend title to the Property against thelawful claims (except for Permitted Exceptions) of all persons claiming by, through, or underGrantor, but not further or otherwise.

This Statutory Warranty Deed is executed without warranty or representation of any kindon the part of Grantor, express or implied, except as against acts done or suffered by Grantor thatare not specifically excepted herein. The Property is conveyed in its present “AS IS WHERE IS”condition.

Pursuant to the provisions of Ala. Code § 40-22-1 (1975), the following information isoffered in lieu of submitting Form RT-1:

Grantor’s Name and Mailing Address: Grantee’s Name and Mailing Address:

Blue Creek Coal Sales, Inc. Alabama State Port Authority3000 Riverchase Galleria 250 N. Water StreetSuite 1700 Suite 300Birmingham, AL 35244 Mobile, AL 36602

Property Address: 1251 Baker Street, Mobile, AL 36603Date of Sale: ________________________________

02893035.5 18

[Total Purchase Price:] $5,000,000[Actual Value:] ________________________________[Assessor’s Market Value:] ________________________________

The Purchase Price can be verified in:0 Closing Statement0 Sales Contract0 Appraisal0 Bill of Sale0 Property Tax Bill or Assessment

IN WITNESS WHEREOF, Grantor has executed this Statutory Warranty Deed, to beeffective as of ________________ _______, 2014.

GRANTOR:

BLUE CREEK COAL SALES, INC.,an Alabama corporation

By: ______________________________Name: ______________________________Its: ______________________________

STATE OF ALABAMA )COUNTY OF JEFFERSON )

I, the undersigned authority, a Notary Public in and for said County in said State, herebycertify that _______________________________, whose name as _________________________of BLUE CREEK COAL SALES, INC., an Alabama corporation, is signed to the foregoing instrument,and who is known to me, acknowledged before me on this day that, being informed of thecontents of said instrument, he/she, as such officer and with full authority, executed the samevoluntarily for and as the act of said corporation.

Given under my hand and official seal, this ________ day of _____________, 2014.

__________________________Notary Public

AFFIX SEALMy commission expires: ____________________________

This Instrument Prepared By :M. Beth O’NeillMaynard, Cooper & Gale, P.C.1901 Sixth Avenue NorthSuite 2400Birmingham, AL 35203

Exhibit A – Legal Description of PropertyExhibit B – Permitted Exceptions

02893035.5 19

EXHIBIT B

BILL OF SALE

STATE OF ALABAMA )MOBILE COUNTY )

BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, BLUE CREEK COAL SALES,INC., an Alabama corporation (the “Seller”), for Ten and No/100 Dollars ($10.00) and other goodand valuable consideration in hand paid to it by ALABAMA STATE PORT AUTHORITY, an agency ofthe State of Alabama (the “Buyer”), the receipt and sufficiency of which are herebyacknowledged, does hereby grant, bargain, sell, convey, transfer, assign and deliver unto Buyer,the Equipment as such term is defined in the Agreement for Purchase and Sale of Assets datedMay ___, 2014 (“Purchase Agreement”) between Seller and Buyer. The Equipment is located at oris related to the Real Property located in Mobile County, Alabama and more particularly describedon Exhibit A attached hereto and incorporated herein by reference.

TO HAVE AND TO HOLD the Equipment to the said Buyer, its successors and assignsforever.

This Bill of Sale is executed without warranty or representation of any kind on the part of

Seller, express or implied, and the Equipment is conveyed in its present “AS IS WHERE IS”

condition.

IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the ____ day of______________, 2014.

BLUE CREEK COAL SALES, INC.

By:Name:Title:

Exhibit A – Legal Description of Property