INDEMNIFICATION AGREEMENTIndemnification Agreement • February 5th, 2013 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
This Indemnification Agreement (the “Agreement”), dated as of October 23, 2012, is made by and between PATRIOT COAL CORPORATION, a Delaware corporation (the “Corporation”) and Bennett K. Hatfield (the “Indemnitee”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 5, 2010 among PATRIOT COAL CORPORATION, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and The Other Lenders Party Hereto BANC OF AMERICA...Credit Agreement • May 5th, 2010 • Patriot Coal CORP • Bituminous coal & lignite mining • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of May 5, 2010, among PATRIOT COAL CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
ARTICLE 1 DEFINITIONSPatriot Coal CORP • February 24th, 2010 • Bituminous coal & lignite mining
THIS INDENTURE, dated as of [__________], 20[__] between PATRIOT COAL CORPORATION, a corporation organized under the laws of the State of Delaware (the “Issuer”), and Wilmington Trust Company (the “Trustee”),
RECEIVABLES PURCHASE AGREEMENT dated as of March 2, 2010 among PATRIOT COAL RECEIVABLES (SPV) LTD. PATRIOT COAL CORPORATION, as Servicer THE VARIOUS RELATED COMMITTED PURCHASERS, UNCOMMITTED PURCHASERS, PURCHASER AGENTS AND LC PARTICIPANTS FROM TIME...Receivables Purchase Agreement • March 4th, 2010 • Patriot Coal CORP • Bituminous coal & lignite mining • New York
This RECEIVABLES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of March 2, 2010, among PATRIOT COAL RECEIVABLES (SPV) LTD., a company organized under the laws of the British Virgin Islands, as seller (the “Seller”), PATRIOT COAL CORPORATION, a Delaware corporation (“Patriot”), as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LC PARTICIPANTS (together with their successors and permitted assigns in such capacity, the “LC Participants”), THE VARIOUS RELATED COMMITTED PURCHASERS, UNCOMMITTED PURCHASERS AND PURCHASER AGENTS FROM TIME TO TIME PARTIES HERETO, and FIFTH THIRD BANK, as Administrator for each Purchaser Group (in such capacity, the “Administrator”) and as issuer of Letters of Credit (in such capacity, the “LC Bank”).
CREDIT AGREEMENT Dated as of October 31, 2007 among PATRIOT COAL CORPORATION, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and The Other Lenders Party Hereto BANC OF AMERICA SECURITIES LLC, as Sole...Credit Agreement • November 1st, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 31, 2007, among PATRIOT COAL CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • New York
This AGREEMENT is entered into as of 11:59 p.m. New York time on the date set forth on the signature page hereof, by and between Patriot Coal Corporation, a Delaware corporation (the “Company”), and Jiri Nemec (the “Executive”).
SEPARATION AGREEMENT, PLAN OF REORGANIZATION AND DISTRIBUTION by and between PEABODY ENERGY CORPORATION and PATRIOT COAL CORPORATION Dated as of October 22, 2007Separation Agreement • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Missouri
SEPARATION AGREEMENT, PLAN OF REORGANIZATION AND DISTRIBUTION (this “Agreement”), dated as of October 22, 2007, by and between Peabody Energy Corporation, a Delaware corporation (“PEC”) and Patriot Coal Corporation, a Delaware corporation (“Patriot” and together with PEC, the “Parties”, and each individually, a “Party”).
FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • August 20th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • New York
This AGREEMENT is entered into as of the date set forth on the signature page hereof, by and between Patriot Coal Corporation, a Delaware corporation (the “Company”), and the undersigned executive (the “Executive”).
Patriot Coal Corporation Equity Underwriting Agreement Standard ProvisionsUnderwriting Agreement • February 24th, 2010 • Patriot Coal CORP • Bituminous coal & lignite mining • New York
From time to time, Patriot Coal Corporation, a Delaware corporation (the “Company”), may enter into one or more underwriting agreements in the Form of Annex A hereto that incorporate by reference these Standard Provisions (collectively with these Standard Provisions, an “Underwriting Agreement”) and that provide for the sale of the number of shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company set forth in Schedule I to the Underwriting Agreement (the “Underwritten Securities”) to the several Underwriters (the “Underwriters”) named in the Underwriting Agreement, for whom the Underwriter(s) named therein shall act as representative (the “Representative”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I to the Underwriting Agreement to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Secur
Patriot Coal Corporation Debt Underwriting Agreement Standard ProvisionsPatriot Coal CORP • May 4th, 2009 • Bituminous coal & lignite mining • New York
From time to time, Patriot Coal Corporation, a Delaware corporation (the “Company”), may enter into one or more underwriting agreements in the Form of Annex A hereto that incorporate by reference these Standard Provisions (collectively with these Standard Provisions, an “Underwriting Agreement”) and that provide for the sale of the securities designated in such Underwriting Agreement (the “Securities”) to the several Underwriters named therein (the “Underwriters”), for whom the Underwriter(s) named therein shall act as representative (the “Representative”). The Underwriting Agreement, including these Standard Provisions, is sometimes referred to herein as this “Agreement”. The Securities will be issued pursuant to an Indenture dated as of _______, 20__ (the “Indenture”) between the Company and Wilmington Trust Company, as trustee (the “Trustee”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 17th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
This Indemnification Agreement, dated as of , 2007, is made by and between PATRIOT COAL CORPORATION, a Delaware corporation (the “Corporation”) and (the “Indemnitee”).
ContractAct Liabilities Assumption Agreement • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
This SECTION 9711 COAL ACT LIABILITIES ASSUMPTION AGREEMENT (“Agreement”) is made on the 22nd day of October, 2007 by and between Peabody Holding Company, LLC (“PHC”), a Delaware limited liability company with principal offices at 701 Market Street, St. Louis, MO 63101, Patriot Coal Corporation (“Patriot”), a Delaware corporation with principal offices at 12312 Olive Boulevard, Suite 400, St. Louis, Missouri, and, solely with respect to its obligations under Section 7 hereof, Peabody Energy Corporation (“PEC”), a Delaware corporation with principal offices at 701 Market Street, St. Louis, MO 63101 (each of the foregoing being sometimes referred to hereinafter individually as “a party” or jointly as “the parties”).
COAL SUPPLY AGREEMENTCoal Supply Agreement • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • West Virginia
This Coal Supply Agreement (this “Agreement”) is made and entered into as of October 22, 2007 (the “Execution Date”) by and between COALSALES II, LLC, FORMERLY KNOWN AS PEABODY COALSALES COMPANY (hereinafter “COALSALES II”), and PATRIOT COAL SALES LLC, a Delaware limited liability company (“Patriot”).
ContractSupply Agreement • March 14th, 2008 • Patriot Coal CORP • Bituminous coal & lignite mining
THIS AMENDMENT (“Amendment”) TO COAL SUPPLY AGREEMENT is entered into as of February 26, 2008, by and between Patriot Coal Sales LLC, a Delaware limited liability company (“Patriot”), and COALSALES II, LLC, a Delaware limited liability company (“COALSALES”).
COAL SUPPLY AGREEMENTCoal Supply Agreement • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining
This Coal Supply Agreement (this “Agreement”) is made and entered into as of October 22, 2007 (the “Execution Date”) by and between COALSALES, LLC, a Delaware limited liability company (“COALSALES”), and PATRIOT COAL SALES LLC, a Delaware limited liability company (“Patriot”).
MASTER EQUIPMENT SUBLEASEMaster Equipment Sublease • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Missouri
THIS MASTER EQUIPMENT SUBLEASE (this “Sublease”) is made as of October 22, 2007 by and between PEC EQUIPMENT COMPANY, LLC, a Delaware limited liability company (“Sublessor”), and PATRIOT LEASING COMPANY LLC, a Delaware corporation (“Sublessee”). Sublessor and Sublessee are each sometimes referred to herein as a “Party” and together as the “Parties”.
SETTLEMENT AGREEMENTSettlement Agreement • November 8th, 2013 • Patriot Coal CORP • Bituminous coal & lignite mining • New York
This Settlement Agreement (this “Settlement Agreement”) is entered into as of October 24, 2013 (the “Execution Date”), by and among (i) Patriot Coal Corporation (“Patriot Corp.”), a Delaware corporation, and its Affiliates (collectively, “Patriot”), including those that are debtors and debtors-in-possession (collectively with Patriot Corp., the “Debtors”) in the jointly administered chapter 11 cases captioned In re Patriot Coal Corporation, et al., Case No. 12-51502-659 (Bankr. E.D. Mo.) (the “Chapter 11 Cases”) pending in the United States Bankruptcy Court for the Eastern District of Missouri (the “Bankruptcy Court”); (ii) Peabody Energy Corporation (“PEC”), a Delaware corporation, and its Affiliates (collectively, “Peabody”); (iii) the United Mine Workers of America (the “UMWA”), on behalf of itself; (iv) the UMWA Employees (as defined below), by and through the UMWA as their authorized representative; and (v) the UMWA Retirees (as defined below), by and through the UMWA as their aut
EMPLOYEE MATTERS AGREEMENT by and between PEABODY ENERGY CORPORATION and PATRIOT COAL CORPORATION Dated October 22, 2007Employee Matters Agreement • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is entered into October 22, 2007, by and between Peabody Energy Corporation, a Delaware corporation (“PEC”), and Patriot Coal Corporation (“Patriot”), a Delaware corporation (“Patriot”) (each a “Party” and together the “Parties”).
NBCWA INDIVIDUAL EMPLOYER PLAN LIABILITIES ASSUMPTION AGREEMENTNbcwa Individual Employer Plan Liabilities Assumption Agreement • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
This NBCWA INDIVIDUAL EMPLOYER PLAN LIABILITIES ASSUMPTION AGREEMENT (“Agreement”) is made on the 22nd day of October, 2007 by and between Peabody Holding Company, LLC (“PHC”), a Delaware limited liability company with principal offices at 701 Market Street, St. Louis, MO 63101, Patriot Coal Corporation (“Patriot”), a Delaware corporation with principal offices at 12312 Olive Boulevard, Suite 400, St. Louis, Missouri, Peabody Coal Company, LLC (“PCC”), a Delaware limited liability company with principal offices at 12312 Olive Boulevard, Suite 400, St. Louis, Missouri, and, solely with respect to its obligations under Section 7 hereof, Peabody Energy Corporation (“PEC”), a Delaware corporation with principal offices at 701 Market Street, St. Louis, MO 63101 (each of the foregoing being sometimes referred to hereinafter individually as “a party” or jointly as “the parties”).
SALARIED EMPLOYEE LIABILITIES ASSUMPTION AGREEMENTSalaried Employee Liabilities Assumption Agreement • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
This SALARIED EMPLOYEE LIABILITIES ASSUMPTION AGREEMENT (“Agreement”) is made on the 22nd day of October, 2007 by and between Peabody Holding Company, LLC (“PHC”), a Delaware limited liability company with principal offices at 701 Market Street, St. Louis, MO 63101, Patriot Coal Corporation (“Patriot”), a Delaware corporation with principal offices at 12312 Olive Boulevard, Suite 400, St. Louis, Missouri, Peabody Coal Company, LLC (“PCC”), a Delaware limited liability company with principal offices at 12312 Olive Boulevard, Suite 400, St. Louis, Missouri, and, solely with respect to its obligations under Section 7 hereof, Peabody Energy Corporation (“PEC”), a Delaware corporation with principal offices at 701 Market Street, St. Louis, MO 63101 (each of the foregoing being sometimes referred to hereinafter individually as “a party” or jointly as “the parties”).
FORM OF RIGHTS AGREEMENT PATRIOT COAL CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent Dated as of , 2007Form of Rights Agreement • October 4th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
This RIGHTS AGREEMENT, dated as of , 2007 (this “Agreement”), is entered into by and between Patriot Coal Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York chartered bank, as rights agent (the “Rights Agent”).
Dated as of December 31, 2005 Arch Coal, Inc. and Magnum Coal Company PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 14th, 2008 • Patriot Coal CORP • Bituminous coal & lignite mining • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into on this 31st day of December, 2005, by and between Arch Coal, Inc., a Delaware corporation (“Arch”) and Magnum Coal Company, a Delaware corporation (the “Company”) (each, individually, a “Party,” together, the “Parties”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2009 • Patriot Coal CORP • Bituminous coal & lignite mining • New York
This Amendment (the “Amendment”) to the Employment Agreement, dated as of October 31, 2007 (the “Agreement”), by and between Patriot Coal Corporation, a Delaware corporation (the “Company”), and the undersigned executive (the “Executive”), is entered into as of the date set forth on the signature page hereof. Terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.
TAX SEPARATION AGREEMENTTax Separation Agreement • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
This TAX SEPARATION AGREEMENT is dated as of October 22, 2007, by and among Peabody Energy Corporation (“Peabody”), a Delaware corporation, and Patriot Coal Corporation (“Spinco”), a Delaware corporation.
RIGHTS AGREEMENT PATRIOT COAL CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent Dated as of October 22, 2007Rights Agreement • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
This RIGHTS AGREEMENT, dated as of October 22, 2007 (this “Agreement”), is entered into by and between Patriot Coal Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York chartered bank, as rights agent (the “Rights Agent”).
AMENDMENT NO. 1 TO THE SEPARATION AGREEMENT, PLAN OF REORGANIZATION AND DISTRIBUTIONSeparation Agreement • March 14th, 2008 • Patriot Coal CORP • Bituminous coal & lignite mining • Missouri
AMENDMENT NO. 1, dated as of November 1, 2007 (this “Amendment”), to the Separation Agreement, Plan of Reorganization and Distribution, dated as of October 22, 2007 (the “Original Agreement”), between Peabody Energy Corporation, a Delaware corporation, and Patriot Coal Corporation, a Delaware corporation. Capitalized terms used, but not defined, herein shall have the meanings ascribed thereto in the Original Agreement.
SUPPORT AGREEMENTSupport Agreement • April 8th, 2008 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
SUPPORT AGREEMENT, dated as of April 2, 2008 (this “Agreement”), among Patriot Coal Corporation, a Delaware corporation (“Parent”), and the stockholder whose name appears on the signature page of this Agreement (the “Stockholder”).
AMENDMENT NO. 3 TO THE PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 14th, 2008 • Patriot Coal CORP • Bituminous coal & lignite mining
This Amendment No. 3 (this “Amendment”) to that certain Purchase and Sale Agreement, dated as of December 31, 2005 by and between the parties hereto (as amended, the “Agreement”) is made and entered into on this 29th day of August, 2007, by and between Arch Coal, Inc., a Delaware corporation (“Arch”), and Magnum Coal Company, a Delaware corporation (“Magnum”).
FORM OF TRANSITION SERVICES AGREEMENT by and among PEABODY ENERGY CORPORATION and PATRIOT COAL CORPORATION Dated as of __, 2007Transition Services Agreement • August 20th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of ___, 2007, by and between Peabody Energy Corporation, a Delaware corporation (“PEC”) and Patriot Coal Corporation, a Delaware corporation (“PCC” and together with PEC, the “Parties”, and each individually, a “Party”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Separation Agreement (as defined below).
FORM OF SALARIED EMPLOYEE LIABILITIES ASSUMPTION AGREEMENTEmployee Liabilities Assumption Agreement • August 20th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
This SALARIED EMPLOYEE LIABILITIES ASSUMPTION AGREEMENT (“Agreement”) is made on the ___ day of , 2007 by and between Peabody Holding Company, LLC (“PHC”), a Delaware limited liability company with principal offices at 701 Market Street, St. Louis, MO 63101, Patriot Coal Corporation (“Patriot”), a Delaware corporation with principal offices at , Peabody Coal Company, LLC (“PCC”), a Delaware limited liability company with principal offices at , and, solely with respect to its obligations under Section 7 hereof, Peabody Energy Corporation (“PEC”), a Delaware corporation with principal offices at 701 Market Street, St. Louis, MO 63101 (each of the foregoing being sometimes referred to hereinafter individually as “a party” or jointly as “the parties”).
FORM OF ADMINISTRATIVE SERVICES AGREEMENTForm of Administrative Services Agreement • August 20th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
This ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”) is made on the day of , 2007 by and between Peabody Holding Company, LLC (“PHC”), a Delaware limited liability company, with principal offices at 701 Market Street, St. Louis, MO 63101, Patriot Coal Corporation (“Patriot”), a Delaware corporation with principal offices at , and, solely with respect to its obligations under Section 11 hereof, Peabody Energy Corporation (“PEC”), a Delaware corporation with principal offices at 701 Market Street, St. Louis, MO 63101 (each of the foregoing being sometimes referred to hereinafter individually as “a party” or jointly as “the parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2012 • Patriot Coal CORP • Bituminous coal & lignite mining • New York
This AGREEMENT is entered into as of the date set forth on the signature page hereof, by and between Patriot Coal Corporation, a Delaware corporation (the “Company”), and Irl F. Engelhardt (“Executive”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2012 • Patriot Coal CORP • Bituminous coal & lignite mining
This Amendment (the “Amendment”) to the Employment Agreement dated September 19, 2011, as amended as of February 22, 2012 (the “Agreement”), by and between Patriot Coal Corporation, a Delaware corporation (the “Company”), and the undersigned executive (“Executive”), is entered into as of the date set forth on the signature page hereof (the “Amendment Date”). Terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.
AGREEMENT AND PLAN OF MERGER dated as of April 2, 2008 among MAGNUM COAL COMPANY, PATRIOT COAL CORPORATION COLT MERGER CORPORATION, and ARCLIGHT ENERGY PARTNERS FUND I, L.P. AND ARCLIGHT ENERGY PARTNERS FUND II, L.P., acting jointly, as Stockholder...Agreement and Plan of Merger • April 8th, 2008 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of April 2, 2008 by and among Magnum Coal Company, a Delaware corporation (the “Company”), Patriot Coal Corporation, a Delaware corporation (“Parent”), Colt Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), and ArcLight Energy Partners Fund I, L.P., a Delaware limited partnership, and ArcLight Energy Partners Fund II, L.P., a Delaware limited partnership, acting jointly, as Stockholder Representative for the Designated Stockholders in accordance with Section 11.05 and for certain other purposes as set forth herein (the “Stockholder Representative”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • April 8th, 2008 • Patriot Coal CORP • Bituminous coal & lignite mining • New York
provided that the Amended Applicable Rate Schedule shall apply to interest and fees accruing under the Credit Agreement on and after the Merger Date. The Existing Rate Schedule shall continue to apply to interest and fees accruing under the Credit Agreement prior to the Merger Date.
