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 of
May 2, 2014 (the “Effective Date”), by and between Blue Creek Coal Sales, Inc., an Alabama
corporation (“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 from
Seller (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” which
is incorporated herein by reference, together with all buildings, fixtures and improvements
situated thereon, and all right, title, and interest of Seller in and to any land lying in the bed of any
existing 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 is
incorporated herein by reference (collectively, the “Excluded Assets”). The Real Property and
Equipment, 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 for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, 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 shall
grant, bargain, sell, convey, assign, transfer and deliver possession to Buyer, and Buyer
shall purchase and acquire from Seller, all right, title, and interest of Seller in and to the
Purchased Assets. Except as expressly set forth herein, the Purchased Assets are to be
conveyed 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 be
payable as follows:

1.2.1. Earnest Money Deposit. On execution of this Agreement, Buyer shall deposit with
the Title Company (as defined in Section 1.3), as escrow agent, a cash deposit in
the 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 Price
by wire transfer of immediately available funds, in accordance with written

02893035.5 1
 instructions provided by Seller to Buyer prior to Closing (“Cash at Closing”), to
Seller, 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, Warren
Laird, agent (“Title Company”), to issue to Buyer a commitment (“Title
Commitment”) for an ALTA owner’s title insurance policy (“Title Policy”) on the
Real Property and copies of all instruments shown by the Title Commitment.
Seller shall execute such affidavits as the Title Company may reasonably request
to accommodate the issuance of the Title Policy, which shall include such
endorsements thereto as are reasonably requested by Buyer. Seller will pay the
cost of the Title Commitment, the abstract fees and the title premium. Seller and
Buyer will each pay one-half of any closing fees charged by the Title Policy. Buyer
will pay the cost of any endorsements required by Buyer.

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

(a) Rights, whether or not of record, if any, relating to the construction and
maintenance of any public roads, rights of way, utility facilities, including
without limitation, utility wires, poles, pipes, conduits and appurtenances
thereto, on, under or across the Real Property;

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

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

(d) Mechanics', materialmen's, warehousemen's and similar liens attaching

by operation of law, incurred in the ordinary course of business and
securing payments not yet delinquent, which payments will be paid in full
at Closing;

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

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

02893035.5 2
 possession and other matters that may be customarily removed by means
of a survey and owner’s affidavit;

(g) All previous reservations, exceptions and conveyances of oil, gas,

associated hydrocarbons, minerals and mineral substances and royalty
and other mineral rights; and

(h) Such other matters disclosed on the Title Commitment or the Survey (as
defined in Section 1.4) to which Buyer either does not object prior to
expiration 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 or

otherwise cancelled at Closing: any mortgages, deeds of trust, or other monetary
liens and any liens for assessments and past due taxes, duties, charges, fees
levies, or other assessments imposed by any governmental body including
income, gross receipts, value-added, excise, withholding, personal property, real
estate, 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. If
Buyer 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 Title
Company. The Survey shall (a) set forth the gross square footage and gross acreage of
the Real Property (rounded to the nearest one-one thousandths of an acre), (b) the
boundary lines of the Real Property, (c) the location of the improvements on the Real
Property, and (d) be certified to Seller, Buyer and the Title Company. Buyer shall pay the
cost 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) days
following the expiration of the Due Diligence Period (as defined in Section 6.1) unless Buyer
terminates this Agreement as set forth in Section 6.2 of this Agreement (“Closing Date”). Risk
of loss of the Purchased Assets shall pass from Seller to Buyer upon consummation of the
Closing 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 form
attached hereto as Exhibit A (“Deed”) pursuant to which Seller transfers to Buyer
the Real Property, subject only to Permitted Exceptions, (ii) a Bill of Sale and
Assignment Agreement substantially in the form attached hereto as Exhibit B (“Bill
of Sale”) pursuant to which Seller transfers to Buyer the Equipment, subject only to
Permitted Exceptions, (iii) the Title Commitment marked-up by the Title Company
for 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 the
Title Company sufficient to cause the issuance of the owner’s Title Policy without

02893035.5 3
 the standard pre-printed exceptions, (vi) such information as is required for the
closing agent to file an IRS Form 1099-S, (vii) a broker’s lien affidavit stating Seller
will pay any commission of any real estate agent used by Seller in connection with
this transaction, (viii) a settlement statement, (ix) such additional documents as
may be necessary or customary to consummate the transactions contemplated
hereinwith respect to the Purchased Assets, and (x) possession of the Purchased
Assets.

(b) Buyer shall deliver to Seller (i) the Cash at Closing, (ii) the Bill of Sale, (iii) customary
title insurance affidavits or other documents reasonably required by the Title
Company to issue the Title Policy, (iv) a broker’s lien affidavit stating Buyer has not
used a real estate agent in connection with this transaction, (v) a settlement
statement, (vi) such additional documents as may be necessary or customary to
consummate the transactions contemplated hereinwith respect to the Purchased
Assets.

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

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

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

3.2. Authorization. Seller has, or will have prior to Closing, the requisite power and authority
to enter into this Agreement and execute and deliver the transaction documents to
which it is a party. Such execution, delivery, and performance by Seller has or prior to
Closing will have been duly authorized by all necessary corporate action. Each
transaction document executed and delivered by Seller constitutes a valid and binding
obligation of Seller, enforceable against Seller in accordance with its terms, except as
may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium, or other laws affecting the enforcement of creditors’ rights in general and
except 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 in
equity).

3.3. Consents and Approvals. Neither the execution and delivery by Seller of the transaction
documents 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 any
person, business trust, corporation, partnership, limited liability company, joint stock
company, proprietorship, association, trust, joint venture, unincorporated association, or
any other legal entity of whatever nature (“Person”) the right to challenge any of the
transactions under (a) any contract, agreement, commitment, order, judgment, or
decree to which Seller is a party or by which Seller is bound or (b) the articles of
incorporation or bylaws of Seller.

02893035.5 4
 3.4. Litigation. Seller is not a party to any litigation or judgment that may have a material
adverse affect or restrict Seller’s ability to consummate this Agreement or to perform its
obligations 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 other
requirement of any governmental authority and no written notice has been received by
Seller alleging such violations.

3.6. Brokers’ Fees. Seller shall be solely responsible for any fees or other commission
payable by Seller to any Person engaged by Seller in connection with the execution of
this Agreement or the consummation of the transactions contemplated hereby at
Closing.

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 liens
and 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 or
any portion thereof;

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

3.7.4.Since the date of Seller’s acquisition of the Real Property, Seller has not conveyed
any portion of the Real Property or committed any act or allowed any act to be done
which 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 are
not due and payable and which will be pro-rated at Closing, all federal, state and local
taxes 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 are
subject to no encumbrance in respect of such taxes.

4. Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller as
of 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 Agreement
and execute and deliver the transaction documents to which it is a party. Such
execution, delivery, and performance by Buyer has been, or will be prior to Closing, duly
authorized by all necessary board or agency action. Each transaction document
executed and delivered by Buyer constitutes a valid and binding obligation of Buyer,

02893035.5 5
 enforceable against the Buyer in accordance with its terms except as may be limited by
principles of sovereign immunity and by bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium, or other laws affecting the enforcement of
creditors’ rights in general and except 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 in equity).

4.3. Consents and Approvals. Neither the execution and delivery by Buyer of the transaction
documents to which it is a party, nor the performance of the transactions performed or
to be performed by Buyer, requires any notice, filing, consent, or approval, constitutes a
default, or gives any person the right to challenge any of the transactions under (a) any
contract, agreement, commitment, order, judgment, or decree to which Buyer is a party
or 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 adversely
affect or restrict Buyer’s ability to consummate this Agreement or to perform its
obligations under this Agreement.

4.5. Sufficient Funds. Buyer has sufficient immediately available funds to pay the entire
Purchase Price in accordance with Section 1.2 and to make all other payments required
by the terms hereof, if any, to pay all related fees and expenses in connection with this
Agreement.

4.6. Brokers’ Fees. All negotiations relative to this Agreement have been carried on by Buyer
directly without the intervention of any Person who may be entitled to a brokerage fee
or other commission payable by Buyer in respect of the execution of this Agreement or
the 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 any
Party hereto and at such Party’s expense, the other Party shall execute and deliver, or
cause to be executed and delivered, such further documents and instruments, and do
such other customary acts and things, as are reasonably necessary to effectuate the
transaction contemplated hereby. The provisions of this Section shall survive the
Closing.

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

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

02893035.5 6
6. Due Diligence

6.1. Due Diligence. Seller shall deliver or make available to Buyer within fifteen (15) days
after the Effective Date, all reports, surveys, studies, assessments or other due diligence
information and material relating to the Property that is in the possession or under the
control of Seller (“Existing Information”). Buyer, at its sole cost expense, shall have
ninety (90) days from the Effective Date hereof to review the Existing Information and to
make or cause to be made such investigations of the Property, and their condition, to the
extent 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. The
Existing 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 as
required by law or pursuant to requirements of any governmental authority. In the
event that the Closing shall not occur, Buyer shall, except as required by law or in order
to 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 during
the course of its investigation and shall maintain the confidentiality of the Existing
Information. The results of any environmental report, test, investigation or study
conducted by Buyer shall be treated as strictly confidential by Buyer and the same shall
not be disclosed to any third party or governmental entity prior to Closing, except as
required by law (including open records laws applicable to State agencies) or pursuant to
requirements of any governmental authority. Buyer shall provide Seller with a copy of
any reports or analyses relating to the Property obtained by Buyer during the Due
Diligence Period. The Parties acknowledge and agree that the provision by Seller of the
Existing Information is an accommodation to Buyer only and that, except as provided
above and as otherwise provided herein, Seller does not make any representation or
warranty as to the Existing Information or the condition of the Property. The provisions
of 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 written
notice 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 are
unsatisfactory; (b) by the mutual written consent of the Parties hereto; (c) by any Party
hereto in the exercise of good faith, if there shall have been any material breach of any
representation, warranty or obligation of the other Party and such breach shall not have
been 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 to
Section 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 the
obligations which by express agreement of the Parties survive termination), the Deposit
shall be refunded to Buyer, and the Parties will have no further obligations hereunder. If
this Agreement is terminated by Buyer for Seller’s material breach pursuant to Section
6.2(c), the Deposit shall be refunded to Buyer. If the Agreement is terminated by either
Party for the other Party’s material breach pursuant to Section 6.2(c), the non-breaching
Party shall have the right to pursue all available remedies at law or in equity.

02893035.5 7
 6.3. Investigation. Buyer represents and warrants that as of the Closing Date, it will be
familiar with the Property and will have made such independent investigations and
inspections as it deems necessary or appropriate. Buyer will have taken full responsibility
for determining the scope of its investigations of the Property, and for the manner in
which such investigations have been conducted, and will have examined the Property to
Buyer’s full satisfaction. Buyer is fully capable of evaluating the adequacy and accuracy
of 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 and
specifically disclaims any representation, warranty or guaranty, oral or written, past,
present or future, with respect to the physical condition or any other aspect of the
Property, including, without limitation, the structural integrity of any improvements, the
manner, construction, condition, and state of repair or lack of repair of any of the
improvements, the conformity of the improvements to any plans or specifications for the
Property, including, but not limited to, any plans and specifications that may have been
or which may be provided to Buyer, the conformity of Seller to past, current or future
applicable zoning, subdivision or building code requirements, compliance with
environmental laws, or the compliance with any other laws, rules, ordinances, or
regulations of any government or other body, the nature and extent of any right-of-way,
lease, possession, lien, encumbrance, license, reservation, condition, or otherwise, the
existence of soil instability, past soil repairs, soil additions or conditions of soil fill,
susceptibility to landslides, sufficiency of undershoring, sufficiency of drainage, whether
the Property are located wholly or partially in a flood plain or a flood hazard boundary or
similar area or any other matter affecting the stability or integrity of the Property. Buyer
has not relied on the Seller with respect to any matter in connection with Buyer’s
investigation and evaluation of the Property.

6.4. Disclaimer. OTHER THAN AS EPRESSLY SET FORTH IN THIS AGREEMENT, SELLER
DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS WITH REGARD TO THE
PROPERTY (WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED) INCLUDING, BUT NOT
LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, DESCRIPTION, CONDITIONS, DESIGN OR OTHERWISE. BUYER FURTHER
ACKNOWLEDGES AND AGREES THAT IT IS PURCHASING THE PROPERTY IN THEIR "AS-IS
WHERE IS" CONDITION, SUBJECT TO ALL FAULTS, AND NEITHER SELLER NOR ANY
EMPLOYEE, AGENT OR REPRESENTATIVE OF SELLER HAS MADE ANY EXPRESS OR
IMPLIED REPRESENTATIONS, WARRANTIES, COVENANTS, AGREEMENTS OR
STATEMENTS PERTAINING TO THE PROPERTY OR ANY PART THEREOF OTHER THAN AS
EXPRESSLY 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 any
liability, cost, expense (including, but not limited to, reasonable attorneys' fees), damage
or loss in connection therewith, resulting from injury to person or property arising out of
or related to Buyer’s due diligence investigation and inspection of the Property. If the
Closing does not occur for any reason other than Seller’s default hereunder, Buyer, at
Buyer’s sole cost and expense, shall return the Property to substantially the same
condition as exists on the Effective Date. The provisions of this Section shall survive the
termination of the Agreement for any reason.

02893035.5 8
7. Conditions to Closing.

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

(a) The performance by Seller of each and every covenant and agreement to be
performed by Seller hereunder, and the truth and accuracy, in all material respects, of
each 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 Purchased
Assets performed by an Alabama licensed real estate appraiser that concludes that
the 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 dated
August 1, 2009, as amended, between Buyer and Jim Walter Resources, Inc. that is
acceptable to Buyer, and any ancillary amendments related to the amended
throughput agreement.

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

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

(a) The performance by Buyer of each and every covenant and agreement to be
performed 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, including
the slip, which is the subject of the Agreement for Purchase and Sale of Assets (Blue
Creek Terminal) of even date herewith between the Parties; and

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

02893035.5 9
 These conditions are for the sole benefit of Seller. In the event any of the foregoing
conditions are not fulfilled on or before the Closing: (i) Seller may at any time on or
before the Closing Date, at its election, waive any of the foregoing conditions and close
the purchase, but no such waiver shall reduce Seller’s rights by reason of any such
agreement, warranty or representation; or (ii) Seller, at its election by written notice to
Buyer, may terminate this Agreement whereby both parties shall be released from all
obligations hereunder and the Deposit shall be returned to Buyer.

8. General Matters.

8.1. Contents of Agreement. This Agreement, together with the transaction documents, set
forth the entire understanding of the Parties with respect to this Agreement and
supersedes all prior agreements or understandings between the Parties regarding those
matters.

8.2. Amendment, Parties in Interest, Assignment, Miscellaneous. This Agreement may be

amended, modified, or supplemented only by a written instrument duly executed by
each of the Parties. If any provision of this Agreement shall for any reason be held to be
invalid illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision hereof, and this Agreement shall be
construed as if such invalid, illegal, or unenforceable provision had never been contained
herein. This Agreement shall be binding upon, inure to the benefit of and be enforceable
by the respective successors and permitted assigns of the Parties. Nothing in this
Agreement shall confer any rights upon any Person other than the Parties and their
respective successors and permitted assigns. No Party shall assign this Agreement or any
right, benefit, or obligation hereunder, except with the prior written consent of the other
Party. Neither the failure nor the delay by any Party in exercising any right, power, or
privilege hereunder shall operate as a waiver of such right, power or privilege, and no
single or partial exercise of any such right, power, or privilege shall preclude any other or
further 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 waiver
that may be given by a Party shall be applicable except in the specific instance for which
it was given and (b) no notice to or demand on one Party shall be deemed to be a waiver
of any obligation of such Party or the right of the Party giving such notice or demand to
take further action without notice or demand as provided in this Agreement or the other
transaction 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 the
whole, (b) references to any gender include all genders, (c) “including” has the inclusive
meaning frequently identified with the phrase “but not limited to,” and (d) references to
“hereunder” or “herein” relate to the Agreement. The section and other headings
contained in this Agreement are for reference purpose only and shall not control or
affect 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 of
which may occur via facsimile or email), each of which shall be binding as of the date first
written above, and, when delivered, all of which shall constitute one and the same

02893035.5 10
 instrument. A facsimile signature or electronically scanned copy of a signature shall
constitute and operate as an original which shall be sufficient evidence of a Party’s
execution of this Agreement, without necessity of further proof. Each such copy (or
facsimile) shall be deemed an original, and it shall not be necessary in making proof of
this Agreement to produce or account for more than one such counterpart.

8.5. Negotiated Agreement. The Parties hereby acknowledge that the terms and language of
this 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 resolved
against any particular Party. Any controversy over construction of this Agreement shall
be 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 every
obligation under this Agreement.

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

9. Notices.

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

If to Seller:

Blue Creek Coal Sales, Inc.

3000 Riverchase Galleria
Suite 1700
Birmingham, AL 35244
Attn: General Counsel
Telephone: (205) 745-2741

with a required copy to:

Walter Energy, Inc.

3000 Riverchase Galleria,
Suite 1700
Birmingham, AL 35244
Attn: General Counsel
Telephone: (205) 745-2741

If to Buyer:

Alabama State Port Authority

250 N. Water Street, Suite 300

02893035.5 11
 Mobile, AL 36602
Attn: James K. Lyons
Telephone: (251) ______

with a required copy to:

T. Bruce McGowin, Esq.

Hand Arendall, LLC
11 N. Water Street, Suite 30200
Mobile, AL 36602
Telephone: (251) 694-6342

10. Governing Law

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

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

02893035.5 12
 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.

02893035.5 15
 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

02893035.5 16
 EXHIBIT A
DEED
STATE OF ALABAMA ) Send tax notices to:
MOBILE COUNTY ) Alabama State Port Authority
250 N. Water Street, Suite 300
Mobile, AL 36602
Attn: James K. Lyons

STATUTORY WARRANTY DEED

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

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

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

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

This Statutory Warranty Deed is executed without warranty or representation of any kind
on the part of Grantor, express or implied, except as against acts done or suffered by Grantor that
are 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 is
offered 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 Authority

3000 Riverchase Galleria 250 N. Water Street
Suite 1700 Suite 300
Birmingham, AL 35244 Mobile, AL 36602

Property Address: 1251 Baker Street, Mobile, AL 36603

Date of Sale: ________________________________

02893035.5 17
 [Total Purchase Price:] $5,000,000
[Actual Value:] ________________________________
[Assessor’s Market Value:] ________________________________

The Purchase Price can be verified in:

0 Closing Statement
0 Sales Contract
0 Appraisal
0 Bill of Sale
0 Property Tax Bill or Assessment

IN WITNESS WHEREOF, Grantor has executed this Statutory Warranty Deed, to be

effective 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, hereby
certify 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 the
contents of said instrument, he/she, as such officer and with full authority, executed the same
voluntarily for and as the act of said corporation.

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

__________________________
Notary Public
AFFIX SEAL
My commission expires: ____________________________

This Instrument Prepared By :

M. Beth O’Neill
Maynard, Cooper & Gale, P.C.
1901 Sixth Avenue North
Suite 2400
Birmingham, AL 35203

Exhibit A – Legal Description of Property

Exhibit B – Permitted Exceptions
02893035.5 18
 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 good
and valuable consideration in hand paid to it by ALABAMA STATE PORT AUTHORITY, an agency of
the State of Alabama (the “Buyer”), the receipt and sufficiency of which are hereby
acknowledged, 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 dated
May ___, 2014 (“Purchase Agreement”) between Seller and Buyer. The Equipment is located at or
is related to the Real Property located in Mobile County, Alabama and more particularly described
on Exhibit A attached hereto and incorporated herein by reference.

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

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

02893035.5 19