Amendment No. 3 to Credit Agreement

EX-10.1 2 amendmenttocreditagreement.htm EXHIBIT - AMENDMENT NO. 3 TO CREDIT AGREEMENT Amendment to Credit Agreement

EXHIBIT 10.1

Amendment No. 3 to Credit Agreement

This Amendment No. 3 to Credit Agreement, dated as of October 29, 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, and by Amendment No. 2 to Credit Agreement, dated as of August 7, 2013 (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.

W i t n e s s e t h:

Whereas, the Borrower has requested that the Lenders amend the Credit Agreement in certain respects as set forth below; and

Whereas, the Lenders party hereto (constituting the Required Lenders) have agreed, subject to the terms and conditions hereinafter set forth, to amend the Credit Agreement in certain respects; and

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

The Credit Agreement is, effective as of the Effective Date (as defined below), hereby amended as follows:

(a) Section 6.24 of the Credit Agreement shall be deleted in its entirety.

(b) Section 9.01(b) is hereby amended by deleting the words “or 6.24” in clause (i) thereof.

Section 2. Conditions Precedent to the Effectiveness of this Amendment

This Amendment shall become effective (the “Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied or duly waived by the the Required Lenders party hereto:

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

(b) the representations and warranties in Section 3 of this Amendment shall be true and correct on the Effective Date; and

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(c) the Borrower shall have paid to the Administrative Agent (A) for the account of each Lender that has executed and delivered a signature page hereto to the Borrower (or its advisors) no later than 5:00 p.m. (New York City time) on October 29, 2013, an amendment fee in an amount equal to 0.125% of the aggregate principal amount of Term Loans and the Revolving Credit Commitments, in each case, of each such Lender as of the Effective Date and (B) 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 3. Representations and Warranties

On and as of the date hereof and as of the Effective Date, after giving effect to this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and each Lender as follows:

(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

Section 4. Reference to the Effect on the Loan Documents

(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.

Section 5. Consent of Subsidiary Guarantors

Each Subsidiary Guarantor hereby consents to this Amendment and agrees that the terms hereof shall not affect, impair or reduce in any way its obligations, liabilities or liens under the Loan Documents (as amended and

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otherwise expressly modified hereby), all of which obligations, liabilities and liens shall remain in full force and effect and each of which is hereby reaffirmed (as amended and otherwise expressly modified hereby).

Section 6. Execution in Counterparts

This Amendment may be executed in any number of counterparts and by different parties in separate counterpart (including by facsimile and electronic mail), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart by telecopy or electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 7. Governing Law

This Amendment shall be governed by and construed in accordance with the law of the State of New York.

Section 8. Section Titles

The Section titles contained in this Amendment are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

Section 9. Notices

All communications and notices hereunder shall be given as provided in the Credit Agreement.

Section 10. Severability

The fact that any term or provision of this Amendment is held invalid, illegal or unenforceable as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation or jurisdiction or as applied to any person.

Section 11. Successors

The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the Lenders, the other parties hereto and their respective successors and assigns.

Section 12. Waiver of Jury Trial

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT.

[Signature Pages Follow]

EXHIBIT 10.1

In Witness Whereof, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.

Patriot Coal Corporation,

as Borrower



By:	/s/ Robert L. Mead
Name:	Robert L. Mead
Title:	Vice President & Treasurer

EXHIBIT 10.1

Subsidiary Guarantors:

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

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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"



By:	/s/ Robert L. Mead
	Name: Robert L. Mead
	Title: Vice President & Treasurer

EXHIBIT 10.1

WWMV JV HOLDING COMPANY LLC

Executing this Amendment as an authorized officer of the foregoing entity on behalf of and so as to bind the entity named above under the caption “Subsidiary Guarantor”



By:	/s/ Robert L. Mead
	Name: Robert L. Mead
	Title: Vice President & Treasurer

EXHIBIT 10.1

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

Executing this Amendment as an authorized officer of each of the 19 foregoing entities on behalf of and so as to bind the entities named above under the caption “Subsidiary Guarantors”



By:	/s/ S. Scott Schutzenhofer
	Name: S. Scott Schutzenhofer
	Title: Vice President & Treasurer

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Citibank, N.A.,

as Administrative Agent



By:	/s/ Michael J. Smolow
	Name: Michael J. Smolow
	Title: Director & Vice President

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[Lender signature pages on file with the Administrative Agent]