Amendment No. 2 to Credit Agreement

This Amendment No. 2 to Credit Agreement, dated as of August 7, 2013 (this “Amendment”), to the Superpriority Secured Debtor-in-Possession Credit Agreement, dated as of July 9, 2012, as amended by Amendment No. 1 to Credit Agreement, dated as of August 7, 2012 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) entered into among PATRIOT COAL CORPORATION, a Delaware corporation and a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code (the “Borrower”), the subsidiaries of the Borrower party thereto (the “Subsidiary Guarantors”), the institutions from time to time party thereto as Lenders (the “Lenders”), CITIBANK, N.A., as administrative agent for the Revolving Lenders and L/C Issuers and collateral agent for the Revolving Secured Parties (in such capacities, the “Revolving Administrative Agent”), CITIBANK, N.A., as administrative agent for the Term Lenders and collateral agent for the Term Secured Parties (in such capacities, the “Term Administrative Agent”, and, together with the Revolving Administrative Agent, the “Administrative Agent”), CITICORP NORTH AMERICA, INC., as L/C Issuer, BARCLAYS BANK PLC, NEW YORK BRANCH, as L/C Issuer, and BANK OF AMERICA, N.A., as L/C Issuer. Capitalized terms used herein but not defined herein are used as defined in the Credit Agreement.

Whereas, pursuant to, and subject to the exceptions set forth in, Section 10.05(b) of the Security Agreement, the Administrative Agent may at any time and from time to time and without consent of or notice to any “Second Out Term Secured Party” or “Revolving Secured Party” (as such terms are defined in the Security Agreement), among other things, (a) waive any “Default” or “Event of Default” under (and as defined in) the Second Out Facility, (b) amend or modify any or all of the provisions set forth in the Credit Agreement that are expressly incorporated by reference into the Second Out Facility, with the effect that such amendments, modifications, or substitutions shall be deemed incorporated by reference into the Second Out Facility or (c) amend, restate, supplement, modify, substitute, renew or replace any or all of the Loan Documents;

Now, Therefore, in consideration of the premises and the covenants and obligations contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1.    Amendments to the Credit Agreement

“Section 7.11.     Minimum Consolidated EBITDA. Permit Consolidated EBITDA of the Borrower and its Subsidiaries on a cumulative basis for each period beginning on June 1, 2012 and ending on each date set forth in the table below to be less than the amount set forth opposite such period:

Section 2.    Specified Conditional Waiver

Section 3.    Conditions Precedent to the Effectiveness of this Amendment

(a)    the Administrative Agent shall have received this Amendment, duly executed by the Borrower, each Subsidiary Guarantor, the Administrative Agent and the Required Lenders;

(b)    the representations and warranties in Section 4 of this Amendment shall be true and correct on the Effective Date;

(c)    the Bankruptcy Court shall have entered one or more orders reasonably satisfactory in form and substance to the Administrative Agent authorizing (A) this Amendment, (B) the payment by the Borrower to the Administrative Agent of all fees referred to herein or in that certain Engagement Letter (the “Engagement Letter”) dated as of July 29, 2013 and (C) the payment by the Borrower of the Amendment Fees (as defined below), and such order or orders shall not have been reversed or vacated, and shall not be stayed on such day (inclusive of any stay otherwise applicable pursuant to Federal Rule of Bankruptcy Procedure 6004); and

(d)    the Borrower shall have paid to the Administrative Agent (A) all fees payable under the Engagement Letter, (B) for the account of each Lender that has executed and delivered a signature page hereto to the Administrative Agent no later than 5:00 p.m. (New York City time) on August 7, 2013, an amendment fee in an amount equal to (i) 1.50% of the aggregate principal amount of Term Loans and (ii) 0.50% of the aggregate principal amount of the Revolving Credit Commitments, in each case, of each such Lender as of the Effective Date (the “Amendment Fees”) and (C) all invoiced expenses (including the fees and expenses of counsel to the Administrative Agent) of the Administrative Agent incurred in connection with the preparation, negotiation and execution of this Amendment and other matters relating to the Loan Documents in accordance with Section 12.04 of the Credit Agreement.

Section 4.    Representations and Warranties

(a)    this Amendment has been duly authorized, executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of each Loan Party, enforceable against them in accordance with its terms, and the Credit Agreement after giving effect to this Amendment constitutes the legal, valid and binding obligation of each Loan Party, enforceable against each Loan Party in accordance with its terms;

(b)    each of the representations and warranties contained in Article 5 (Representations and Warranties) of the Credit Agreement, the other Loan Documents or in any certificate, document or financial or other statement furnished at any time under or in connection therewith are true and correct in all material respects on and as of the date hereof and the Effective Date, in each case as if made on and as of such date (except to the extent that such representations and warranties specifically relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date); provided, however, that references therein to the “Credit Agreement” or, in the case of references contained in the Credit Agreement, “this Agreement” shall be deemed to refer to the Credit Agreement as amended hereby; and

(c)    after giving effect to this Amendment, no Default or Event of Default (other than, if applicable, a Waived Default) has occurred and is continuing.

Section 5.    Reference to the Effect on the Loan Documents and the Second Out Facility

(a)    As of the Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as modified hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument.

(b)    Except as expressly modified hereby, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed.

(c)    The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly set forth herein.

(d)    This Amendment shall be deemed a Loan Document.

(e)    Pursuant to Section 10.05(b) of the Security Agreement, to the extent any provisions of the Credit Agreement amended pursuant to this Amendment are expressly incorporated by reference into the Second Out Facility, such provisions of the Second Out Facility are amended hereby and the effects of this Amendment shall be deemed incorporated by reference into the Second Out Facility.

Section 6.    Consent of Subsidiary Guarantors

Section 7.    Execution in Counterparts

Section 8.    Governing Law

Section 9.    Section Titles

Section 10.    Notices

Section 11.    Severability

Section 12.    Successors

Section 13.    Waiver of Jury Trial

35899.0519

APPALACHIA MINE SERVICES, LLC

BEAVER DAM COAL COMPANY, LLC

BIG EAGLE, LLC

BIG EAGLE RAIL, LLC

BLACK STALLION COAL COMPANY, LLC

BLUEGRASS MINE SERVICES, LLC

BRODY MINING, LLC

BROOK TROUT COAL, LLC

CATENARY COAL COMPANY, LLC

CENTRAL STATES COAL RESERVES OF KENTUCKY, LLC

CLEATON COAL COMPANY

COAL CLEAN LLC

COAL PROPERTIES, LLC

COAL RESERVE HOLDING LIMITED LIABILITY COMPANY NO. 2

COOK MOUNTAIN COAL COMPANY, LLC

CORYDON RESOURCES LLC

COVENTRY MINING SERVICES, LLC

COYOTE COAL COMPANY LLC

CUB BRANCH COAL COMPANY LLC

DIXON MINING COMPANY, LLC

DODGE HILL HOLDING JV, LLC

DODGE HILL MINING COMPANY, LLC

DODGE HILL OF KENTUCKY, LLC

EASTERN COAL COMPANY, LLC

EASTERN ROYALTY, LLC

EMERALD PROCESSING, L.L.C.

GRAND EAGLE MINING, LLC

HILLSIDE MINING COMPANY

INDIAN HILL COMPANY LLC

INFINITY COAL SALES, LLC

INTERIOR HOLDINGS, LLC

IO COAL LLC

JUPITER HOLDINGS LLC

KANAWHA EAGLE COAL, LLC

KANAWHA RIVER VENTURES I, LLC

KANAWHA RIVER VENTURES II, LLC

KANAWHA RIVER VENTURES III, LLC

KE VENTURES, LLC

LITTLE CREEK LLC

LOGAN FORK COAL COMPANY

MAGNUM COAL COMPANY LLC

MAGNUM COAL SALES LLC

MIDLAND TRAIL ENERGY LLC

MIDWEST COAL RESOURCES II, LLC

NEW TROUT COAL HOLDINGS II, LLC

NEWTOWN ENERGY, INC.

NORTH PAGE COAL CORP.

OHIO COUNTY COAL COMPANY, LLC

PANTHER LLC

PATRIOT BEAVER DAM HOLDINGS, LLC

PATRIOT COAL COMPANY, L.P.

PATRIOT COAL SALES LLC

PATRIOT COAL SERVICES LLC

PATRIOT LEASING COMPANY LLC

PATRIOT MIDWEST HOLDINGS, LLC

PATRIOT RESERVE HOLDINGS, LLC

PATRIOT TRADING LLC

PATRIOT VENTURES LLC

PCX ENTERPRISES, INC.

POND CREEK LAND RESOURCES, LLC

POND FORK PROCESSING LLC

REMINGTON HOLDINGS LLC

REMINGTON II LLC

REMINGTON LLC

RHINO EASTERN JV HOLDING COMPANY LLC

ROBIN LAND COMPANY, LLC

SENTRY MINING, LLC

SNOWBERRY LAND COMPANY

SPEED MINING LLC

TC SALES COMPANY, LLC

THE PRESIDENTS ENERGY COMPANY LLC

THUNDERHILL COAL LLC

TROUT COAL HOLDINGS, LLC

UNION COUNTY COAL CO., LLC

VIPER LLC

WEATHERBY PROCESSING LLC

WILDCAT ENERGY LLC

WILDCAT, LLC

WILL SCARLET PROPERTIES LLC

WINCHESTER LLC

WINIFREDE DOCK LIMITED LIABILITY COMPANY

as Subsidiary Guarantors

Executing this Amendment as an authorized officer of each of the 81 foregoing entities on behalf of and so as to bind the entities named above under the caption “Subsidiary Guarantors"

                        

AFFINITY MINING COMPANY

APOGEE COAL COMPANY, LLC

BLACK WALNUT COAL COMPANY

CHARLES COAL COMPANY, LLC

COLONY BAY COAL COMPANY

DAKOTA LLC

DAY LLC

EASTERN ASSOCIATED COAL, LLC

GATEWAY EAGLE COAL COMPANY, LLC

HERITAGE COAL COMPANY LLC

HIGHLAND MINING COMPANY, LLC

HOBET MINING, LLC

JARRELL'S BRANCH COAL COMPANY

MARTINKA COAL COMPANY, LLC

MOUNTAIN VIEW COAL COMPANY, LLC

PINE RIDGE COAL COMPANY, LLC

RIVERS EDGE MINING, INC.

STERLING SMOKELESS COAL COMPANY, LLC

YANKEETOWN DOCK, LLC