UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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): ~~June~~July 201, 2016 (June 30, 2016)

ALPHA NATURAL RESOURCES, INC.

(Exact name of registrant as specified in its charter)




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

One Alpha Place, P.O. Box 16429,

Bristol, VA 24209

(Address of principal executive offices) (Zip Code)

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

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

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

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

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

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

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

Item 71.01. ~~Regulation~~Entry FDInto ~~Disclosure.~~a Material Definitive Agreement.

As previously disclosed, inon ~~the~~August ~~Current~~3, ~~Report~~2015 on(the ~~Form~~“Petition ~~8-K~~Date”) ~~filed by~~ Alpha Natural Resources, Inc. (the “Company”), ~~on August 3, 2015, the Company~~ and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions in the United States Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Court”) for reorganization relief under the provisions of ~~chapter~~Chapter 11 of ~~title~~Title 11 of the United States Code. The Debtors’ ~~chapter~~Chapter 11 cases are being jointly administered under the caption In re: Alpha Natural Resources, Inc., et al., Case No. 15-33896 (~~Bankr.~~the ~~E.D.~~"Bankruptcy ~~Va.~~Case").

~~Monthly~~DIP ~~Operating~~Credit ~~Report~~ Agreements

OnAlso ~~June~~as ~~20,~~previously ~~2016~~disclosed, the Debtors filed ~~with~~a motion (the ~~Bankruptcy~~“DIP ~~Court~~Motion”) ~~their~~on ~~monthly~~the ~~operating~~Petition ~~report~~Date ~~for~~seeking ~~the~~authorization ~~period~~to ~~from~~use ~~May 1,~~cash ~~2016~~collateral and to ~~May 31,~~approve ~~2016~~financing (the “~~Monthly~~DIP ~~Operating~~Financing”) ~~Report~~under (i) that certain Superpriority Secured Debtor-in-Possession Credit Agreement by and among the Company as borrower (“Borrower”)., ~~The~~certain ~~Monthly~~Debtors ~~Operating~~party ~~Report~~thereto isas ~~furnished~~guarantors, ~~with~~the ~~this~~lenders ~~Current~~party ~~Report~~thereto on(the ~~Form~~“First ~~8-K~~Out DIP Lenders”) and Citibank, N.A. (~~this~~the “~~Current~~First ~~Report~~Out Agent”) as ~~Exhibit~~Administrative 99Agent and Collateral Agent (as amended by Amendment No. 1, ~~and~~Amendment ~~incorporated~~No. ~~into~~2, ~~this~~Amendment ~~Item~~No. 73, Amendment No.01 4 and Amendment No. 5 thereto, and as may be further amended from time to time, the “First Out DIP Credit Agreement”) and (ii) that certain Superpriority Secured Second Out Debtor-in-Possession Credit Agreement by ~~reference~~and among the Company as borrower, certain Debtors party thereto as guarantors, the lenders party thereto (the “Second Out DIP Lenders” and, together with the First Out DIP Lenders, the “DIP Lenders”), the issuing banks thereto and Citicorp North America, Inc. ~~The~~as ~~Monthly~~Administrative ~~Operating~~Agent ~~Report~~and Collateral Agent (the “Second Out DIP Credit Agreement” and, together with the ~~exception~~First ofOut ~~Appendix~~DIP ACredit Agreement, ~~which~~the ~~presents~~“DIP ~~information~~Credit Agreements”). On August 4, 2015, the Bankruptcy Court issued an interim order approving the DIP Financing on an interim basis (Docket No. 82), and on September 17, 2015, the Bankruptcy Court issued a ~~consolidated~~final order approving the DIP Financing on a final basis (Docket No. 465) (as supplemented by the Supplemental DIP Financing Order Authorizing, ~~does~~Pursuant ~~not~~to ~~reflect~~11 ~~information~~U.S.C. ~~regarding~~§§105, ~~certain~~363 ofand 364, (I) Amendment to the ~~Company’s~~DIP ~~subsidiaries~~Financing ~~that~~and ~~are~~(II) ~~not~~Waiver ~~Debtors~~of Bankruptcy Rule 6004(h) Stay (Docket No. 973)).

~~This~~Sixth ~~Current~~DIP Report (including the exhibit hereto and any information included therein) shall not be deemed an admission as to the materiality of any information required to be disclosed solely by reason of Regulation FD. The information contained in this Current Report, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.Amendment

~~Cautionary~~On ~~Statement~~June ~~Regarding~~30, ~~Financial~~2016, ~~and~~the ~~Operating~~Debtors ~~Data~~executed that certain Amendment No. 6 to Superpriority Secured Debtor-in-Possession Credit Agreement (the “Sixth DIP Amendment”), which contains certain amendments to the First Out DIP Credit Agreement as summarized below.

The Monthly Operating Report, with the exception of Appendix A, which presents information on a consolidated basis, pertains only to the Debtors (and thus does not represent operations of all of the Company’s subsidiaries) and contains unaudited financial information that has not been reviewed by independent accountants. The financial information related to the Debtors included in the Monthly Operating Report has been prepared to conform with the monthly reporting requirements of the Office of the U.S. Trustee. The Monthly Operating Report has not been prepared and is not presented in accordance with generally accepted accounting principles in the United States (“GAAP”) or Securities and Exchange Commission (“SEC”) regulations applicable to financial statements contained in annual or quarterly reports filed with the SEC. Preparation of the Debtors’ financial statements in accordance with GAAP could result in material reconciliations and adjustments to certain financial information presented in the Monthly Operating Report.Milestones

The ~~Company~~Sixth ~~cautions~~DIP ~~investors~~Amendment ~~and~~contains ~~potential investors not to place undue reliance upon~~ the ~~information~~following ~~contained~~amended inmilestones ~~the Monthly Operating Report, which is not prepared for the purpose of providing the basis for an investment decision~~ relating to ~~any of~~ the ~~securities~~Bankruptcy ofCase: the Company. The Monthly Operating Report covers periods that are shorter than those in reports prepared pursuant to the Exchange Act, and contains information that may not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in reports filed pursuant to the Exchange Act. The Monthly Operating Report is therefore not comparable to those filings. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. While every effort has been made to ensure the accuracy and completeness of the Monthly Operating Report, errors or omissions may have inadvertently occurred and the Company reserves the right, but does not assume the obligation, to amend this information as necessary.

~~Results~~- ~~set~~On ~~forth~~or inprior to July 12, 2016, the ~~Monthly~~Bankruptcy ~~Operating~~Court ~~Report~~shall ~~may~~have ~~not~~entered bean order, in form and ~~should~~substance ~~not~~reasonably beacceptable ~~viewed~~to ~~as,~~the ~~indicative~~Required ofLenders ~~the~~(as ~~financial~~defined ~~condition~~in orthe ~~operating~~First ~~results~~Out ofDIP ~~the~~Credit ~~Company~~Agreement), approving and ~~its~~confirming ~~subsidiaries,~~the orAgreed ofChapter ~~future~~11 ~~results~~Plan.


-	On or prior to July 31, 2016, the effective date of the Agreed Chapter 11 Plan shall have occurred.

Negative Covenants

Capital Expenditures

The Sixth DIP Amendment amends and restates the following negative covenant related to Capital Expenditures under Section 6.10(b) of the First Out DIP Credit Agreement:

The Borrower is restricted from making or becoming legally obligated to make any Capital Expenditure, except for Capital Expenditures (excluding PLR Capex) in the ordinary course of business not exceeding, in a cumulative amount for the Borrower and its Subsidiaries on a consolidated basis: (i) for the period from and including February 26, 2016 to and including April 1, 2016, $23,100,000 (in the aggregate), (ii) subject to Section 6.16 of the First Out DIP Credit Agreement, for the period from and including February 26, 2016 to and including May 20, 2016, $47,200,000 (in the aggregate); (iii) for the period from and including May 20, 2016 to and including June 24, 2016, $21,200,000 (in the aggregate) and (iv) for the period from and including May 20, 2016 to and including August 5, 2016, $52,700,000 (in the aggregate).

The Sixth DIP Amendment deletes in its entirety the following negative covenant related to Capital Expenditures under Section 6.10(c) of the First Out DIP Credit Agreement:

The Borrower is restricted from making or becoming legally obligated to make to make any Capital Expenditure in respect of Pennsylvania Land Resources, LLC (“PLR”) or its related businesses (“PLR Capex”), except for PLR Capex in the ordinary course of business not exceeding, in a cumulative amount for the Borrower and its Subsidiaries on a consolidated basis: (i) for the period starting from November 1, 2015 and ending on January 8, 2016, $15,000,000 (in the aggregate), (ii) for the period from and including February 26, 2016 to and including April 1, 2016, $3,500,000 (in the aggregate), (ii) for the period from and including February 26, 2016 to and including May 20, 2016, $12,300,000 (in the aggregate) and (iii) for any period ending after May 20, 2016, in the amounts as may be agreed among the parties.

Minimum Consolidated Liquidity

The Sixth DIP Amendment amends negative covenants related to minimum levels of Consolidated Liquidity as follows:

(1) Deletes the following threshold for minimum Consolidated Liquidated under Section 6.14(iii) of the First Out DIP Credit Agreement:



Week Ended	Minimum Liquidity
May 20, 2016	$1,053.6 million

(2) Provides, pursuant to Section 6.14(iv) of the First Out DIP Credit Agreement, that the Borrower shall not permit Consolidated Liquidity as of the close of business on any Business Day from and after May 20, 2016 to be less than the amount specified in the following table:



Week Ended	Minimum Liquidity
May 20, 2016	$1,026.0 million
May 27, 2016	$1,005.9 million
June 3, 2016	$963.4 million
June 10, 2016	$954.1 million
June 17, 2016	$939.6 million
June 24, 2016	$935.5 million
July 1, 2016	$927.5 million
July 8, 2016	$925.5 million
July 15, 2016	$912.3 million
July 22, 2016	$889.4 million
July 29, 2016	$862.2 million
August 5, 2016	$838.6 million

The foregoing description of the Sixth DIP Amendment does not purport to be complete and is qualified in its entirety by reference to the Sixth DIP Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
Exhibit 99.1	Monthly Operating Report for the period from May 1, 2016 to May 31, 2016
Exhibit 10.1	Amendment No. 6 to Superpriority Secured Debtor-In-Possession Credit Agreement dated as of June 30, 2016 by and among Alpha Natural Resources, Inc., as borrower, certain subsidiaries of Alpha Natural Resources, Inc. as guarantors party thereto from time to time, the lenders party thereto from time to time, the issuing banks party thereto from time to time, Citibank, N.A. as administrative agent and other agents party thereto.

SIGNATURES

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

	Alpha Natural Resources, Inc.
Date: June 20, 2016	By:	/s/ Andy Eidson
Date: July 1, 2016	By:	/s/ William L. Phillips III
		Name: Andy Eidson
		Name: William L. Phillips III
		Title: Executive Vice President & Chief Financial Officer
		Title: Assistant Secretary

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Monthly Operating Report for the period from May 1, 2016 to May 31, 2016
Exhibit 10.1	Amendment No. 6 to Superpriority Secured Debtor-In-Possession Credit Agreement dated as of June 30, 2016 by and among Alpha Natural Resources, Inc., as borrower, certain subsidiaries of Alpha Natural Resources, Inc. as guarantors party thereto from time to time, the lenders party thereto from time to time, the issuing banks party thereto from time to time, Citibank, N.A. as administrative agent and other agents party thereto.

Filing Compare · Alpha Natural Resources, Inc.