AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT



 Exhibit 10.1 
 EXECUTION VERSION 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT
AGREEMENT 
 SECOND AMENDMENT (this “Second Amendment”) dated as of January 31, 2012 to the Amended
and Restated Credit Agreement (as amended by Amendment No. 1 to Amended and Restated Credit Agreement, dated as of January 6, 2011, and as otherwise amended, restated, amended and restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”) dated as of May 5, 2010, among PATRIOT COAL CORPORATION, a Delaware corporation (the “Borrower”) and each lender from time to time party thereto (collectively, the
“Lenders” and individually, a “Lender”). 
 W I T N E S S E T H : 

WHEREAS, the parties hereto desire to amend the Credit Agreement as set forth below. 

NOW, THEREFORE, the parties hereto agree as follows: 
 SECTION 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the
Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in
the Credit Agreement shall, after this Second Amendment becomes effective, refer to the Credit Agreement as amended hereby. 

SECTION 2. New Definitions. Section 1.01 of the Credit Agreement is amended to add the following new definitions thereto
in appropriate alphabetical order: 
 “Amendment No. 2 to Credit Agreement” means that certain Amendment
No. 2 to Amended and Restated Credit Agreement, dated as of January 31, 2012, by and among the Borrower and the Required Lenders. 
 SECTION 3. Financial Covenants. Section 7.11 of the Credit Agreement is hereby amended by amending and restating clauses (a) and (b) thereof in their entirety as follows:

 “(a) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any
fiscal quarter of the Borrower, (i) for the period of four consecutive fiscal quarters of the Borrower ending on each of June 30, 2010, and September 30, 2010, to be less than 3.00:1.00, (ii) for the period of four
consecutive fiscal quarters of the Borrower ending on December 31, 2010, to be less than 2.25:1.00, (iii) for the period of four consecutive fiscal quarters of the Borrower ending on March 31, 2011, to be less than
2.00:1.00, (iv) for the period of four consecutive fiscal quarters of the Borrower ending on June 30, 2011, to be less than 1.75:1.00, (v) for the period of four consecutive fiscal quarters of the Borrower ending on
September 30, 2011, to be less than 2.50:1.00, (vi) for the period of four consecutive fiscal quarters of the Borrower ending on December 







 
31, 2011, to be less than 3.00:1.00, (vii) for the period of four consecutive fiscal quarters of the Borrower ending on each of March 31, 2012 and June 30, 2012, to be less
than 2.25:1.00, (viii) for the period of four consecutive fiscal quarters of the Borrower ending on September 30, 2012, to be less than 2.75:1.00 and (ix) for the period of four consecutive fiscal quarters of the
Borrower ending on December 31, 2012, and on the last day of each fiscal quarter of the Borrower thereafter to be less than 3.00:1.00. 
 (b) Consolidated Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio as of the end of any fiscal quarter of the Borrower, (i) for the period of four consecutive fiscal quarters of
the Borrower ending on each of June 30, 2010, and September 30, 2010, to be greater than 3.00:1.00, (ii) for the period of four consecutive fiscal quarters of the Borrower ending on December 31, 2010, to be greater than
3.50:1.00 (or from and after the 2006-2007 Notes Closing Date, to be greater than 3:25:1:00), (iii) for the period of four consecutive fiscal quarters of the Borrower ending on each of March 31, 2011, and June 30, 2011,
to be greater than 4.00:1.00 (or from and after the 2006-2007 Notes Closing Date, to be greater than 3:75:1:00), (iv) for the period of four consecutive fiscal quarters of the Borrower ending on September 30, 2011, to be
greater than 3.25:1.00 (or from and after the 2006-2007 Notes Closing Date, to be greater than 3:00:1:00), (v) for the period of four consecutive fiscal quarters of the Borrower ending on December 31, 2011, to be
greater than 3.00:1.00, (vi) for the period of four consecutive fiscal quarters of the Borrower ending March 31, 2012, to be greater than 4.00:1.00, (vii) for the period of four consecutive fiscal quarters of the
Borrower ending June 30, 2012, to be greater than 4.25:1.00, (viii) for the period of four consecutive fiscal quarters of the Borrower ending on September 30, 2012, to be greater than 3.75:1.00 and (ix) for the
period of four consecutive fiscal quarters of the Borrower ending on December 31, 2012, and on the last day of each fiscal quarter of the Borrower thereafter to be greater than 3.00:1.00.” 

SECTION 4. Representations of Borrower. The Borrower represents and warrants that (a) both before and after giving
effect to this Second Amendment, the representations and warranties of the Borrower set forth in Article V of the Credit Agreement and contained in each other Loan Document, or which are contained in any document furnished at any time under or in
connection with the Credit Agreement, are true and correct in all material respects on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case
they shall be true and correct in all material respects as of such earlier date, and (b) after giving effect to this Second Amendment, no Default or Event of Default will have occurred and be continuing. 

SECTION 5. Authority. The Borrower has the requisite corporate or other organizational power and authority to execute and
deliver this Second Amendment and to perform its obligations hereunder and under the Credit Agreement (as amended hereby). Each of the 

  
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Subsidiary Guarantors has the requisite corporate or other organizational power and authority to execute and deliver the Consent (as defined below). The execution, delivery and performance by the
Borrower of this Second Amendment and by the Subsidiary Guarantors of the Consent and the performance by the Borrower and each other Loan Party of the Credit Agreement (as amended hereby) and each other Loan Document to which it is a party, in each
case, have been authorized by all necessary corporate or other organizational action of such Person, and no other corporate or other organizational proceedings on the part of each such Person is necessary to consummate such transactions. 

SECTION 6. Enforceability. This Second Amendment has been duly executed and delivered on behalf of the Borrower. The Consent
has been duly executed and delivered by each of the Subsidiary Guarantors. Each of this Second Amendment, the Consent and, after giving effect to this Second Amendment, the Credit Agreement and the other Loan Documents, (a) is the legal, valid
and binding obligation of each Loan Party party hereto and thereto, enforceable against such Loan Party in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and (b) is in full force and effect. Neither the execution, delivery or performance of
this Second Amendment or of the Consent or the performance of the Credit Agreement (as amended hereby) will adversely affect the validity, perfection or priority of the Administrative Agent’s Lien on any of the Collateral or its ability to
realize thereon. This Second Amendment is effective to amend the Credit Agreement as provided therein. 
 SECTION 7. No
Conflicts. Neither the execution and delivery of this Second Amendment or the Consent nor the performance of and compliance with the terms and provisions hereof or of the Credit Agreement (as amended hereby) by any Loan Party will, at the time
of such performance, (a) violate or conflict with any provision of its certificate of formation or limited liability company agreement or other governing documents of such Person, (b) violate, contravene or materially conflict with any
Requirement of Law or Contractual Obligation (including, without limitation, Regulation U), except for any violation, contravention or conflict which could not reasonably be expected to have a Material Adverse Effect or (c) result in or require
the creation of any Lien (other than those permitted by the Loan Documents) upon or with respect to its properties. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other
Person is required in connection with the transactions contemplated hereby. 
 SECTION 8. Effect of Second Amendment.
(a) Except as specifically amended above, the Credit Agreement and the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the
foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations under and as defined therein. 

  
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 (b) The execution, delivery and effectiveness of this Second Amendment shall neither operate
as a waiver of any right, power or remedy of any Secured Party under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents. 

SECTION 9. Governing Law. This Second Amendment shall be governed by and construed in accordance with the laws of the State
of New York. 
 SECTION 10. Counterparts. This Second Amendment may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 

SECTION 11. Effectiveness. This Second Amendment shall become effective on the date hereof provided that the following
conditions are met (the “Second Amendment Effective Date”): 
 (a) the Administrative Agent shall have received
from each of the Borrower and the Required Lenders a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Administrative Agent) that such party has signed a counterpart hereof; 

(b) the Borrower shall have paid to the Administrative Agent for the account of each Lender that has executed and delivered to the
Administrative Agent or its counsel a signature page approving this Second Amendment on or before 5 p.m. (New York City time) on January 31, 2012, a fee in an amount equal to 0.25% of the aggregate amount of such Lender’s Commitment
outstanding immediately prior to the Second Amendment Effective Date; and 
 (c) the Administrative Agent shall have received
counterparts of the Consent of Guarantors attached hereto as Annex II (the “Consent”) executed by each of the Subsidiary Guarantors as of the date hereof. 

[Signature pages follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed
as of the date first above written. 
  

			
	PATRIOT COAL CORPORATION
		
	By:	 	 /s/ Robert L. Mead

		 	Name: Robert L. Mead
		 	Title:   Vice President & Treasurer



  
 Signature Page
to Amendment No. 2 









			
	 RB International Finance (USA) LLC,
 as a Lender

		
	By:	 	 /s/ Christoph Hoedl

		 	Name: Christoph Hoedl
		 	Title:   First Vice President
		
	By:	 	 /s/ Randall Abrams

		 	Name: Randall Abrams
		 	Title:   Vice President



  
 Lender
Signature Page to Amendment No. 2 









			
	 Morgan Stanley Senior Funding, Inc.
 as a Lender

		
	By:	 	 /s/ Scott Taylor

		 	Name: Scott Taylor
		 	Title:   Vice President



  
 Lender
Signature Page to Amendment No. 2 









			
	 SOVEREIGN BANK
 as
a Lender

		
	By:	 	 /s/ David Denlinger

		 	Name: David Denlinger
		 	Title:   Senior Vice President



  
 Lender
Signature Page to Amendment No. 2 









			
	 CITIBANK, N.A.,
 as a Lender

		
	By:	 	 /s/ Thomas Ng

		 	Name: Thomas Ng
		 	Title:   Vice President



  
 Lender
Signature Page to Amendment No. 2 









			
	 BMO Harris Bank N.A.,
 as a Lender

		
	 By:
	 	 /s/ Kurt J. Evans

		 	Name: Kurt J. Evans
		 	Title:   Vice President



  
 Lender
Signature Page to Amendment No. 2 









			
	 UBS LOAN FINANCE LLC,
 as a Lender

		
	By:	 	 /s/ Irja R. Otsa

		 	Name: Irja R. Otsa
		 	Title:   Associate Director
		
	By:	 	 /s/ Mary E. Evans

		 	Name: Mary E. Evans
		 	Title:   Associate Director



  
 Lender
Signature Page to Amendment No. 2 









			
	 Comerica Bank,

as a Lender

		
	 By:
	 	 /s/ Heather A. Whiting

		 	Name: Heather A. Whiting
		 	Title:   Vice President



  
 Lender
Signature Page to Amendment No. 2 









			
	 RAYMOND JAMES BANK, FBS,
 as a Lender

		
	By:	 	 /s/ Scott G. Axelrod

		 	Name: Scott G. Axelrod
		 	Title:   Vice President



  
 Lender
Signature Page to Amendment No. 2 









			
	 FIFTH THIRD BANK,

as a Lender

		
	By:	 	 /s/ Robert M. Sander

		 	Name: Robert M. Sander
		 	Title:   Vice President



  
 Lender
Signature Page to Amendment No. 2 









			
	 CATERPILLAR FINANCIAL
 SERVICES CORPORATION,
 as a Lender

		
	By:	 	 /s/ Mike Ward

		 	Name: Mike Ward
		 	Title:   Credit/Operations Manager



  
 Lender
Signature Page to Amendment No. 2 









			
	 BANK OF AMERICA, N.A.,
 as a Lender

		
	By:	 	 /s/ Adam H. Fey

		 	Name: Adam H. Fey
		 	Title:   Director



  
 Lender
Signature Page to Amendment No. 2 









			
	 SOCIÉTÉ GÉNÉRALE,
 as a Lender

		
	By:	 	 /s/ Daniel Ota

		 	Name: Daniel Ota
		 	Title:   Director



  
 Lender
Signature Page to Amendment No. 2 









			
	 The PrivateBank and Trust Company,
 as a Lender

		
	By:	 	 /s/ Nicholas DeVilder

		 	Name: Nicholas DeVilder
		 	Title:   Managing Director



  
 Lender
Signature Page to Amendment No. 2 









			
	 BARCLAYS BANK PLC,
 as a Lender

		
	 By:
	 	 /s/ Michael J. Mozer

		 	Name: Michael J. Mozer
		 	Title:   Vice President



  
 Lender
Signature Page to Amendment No. 2 









			
	 Natixis,

as a Lender

		
	 By:
	 	 /s/ Carlos Quinteros

		 	Name: Carlos Quinteros
		 	Title:   Managing Director
		
	 By:
	 	 /s/ Timothy L. Polvado

		 	Name: Timothy L. Polvado
		 	Title:   Senior Managing Director



  
 Lender
Signature Page to Amendment No. 2 









			
	 PNC Bank, National Association
 as a Lender

		
	By:	 	 /s/ Dale A. Stein

		 	Name: Dale A. Stein
		 	Title:   Senior Vice President



  
 Lender
Signature Page to Amendment No. 2 









			
	 BOKF, N.A. dba Bank of Oklahoma,
 as a Lender

		
	By:	 	 /s/ Bershunda J. Taylor

		 	Name: Bershunda J. Taylor
		 	Title:   Vice President



  
 Lender
Signature Page to Amendment No. 2 









			
	Acknowledged by:
	
	 BANK OF AMERICA, N.A., as
       Administrative Agent

		
	By:	 	 /s/ Matthew S. Hichborn

		 	Name: Matthew S. Hichborn
		 	Title:   Assistant Vice President



  
 Signature Page
to Amendment No. 2 








 Annex II 
 CONSENT OF GUARANTORS 
 Each of the undersigned is a Subsidiary Guarantor of the
Obligations of the Borrower under the Credit Agreement and hereby (a) consents to the foregoing Second Amendment, (b) acknowledges that, notwithstanding the execution and delivery of the foregoing Second Amendment, the obligations of each
of the undersigned Subsidiary Guarantors are not impaired or affected and all guaranties given to the holders of Obligations and all Liens granted as security for the Obligations continue in full force and effect, and (c) confirms and ratifies
its obligations under each of the Loan Documents executed by it. Capitalized terms used herein without definition shall have the meanings given to such terms in the Second Amendment to which this Consent is attached or in the Credit Agreement
referred to therein, as applicable. 
 IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Consent of
Guarantors as of the 31st day of January 2012. 
 [Signature pages follow] 







 AFFINITY MINING COMPANY 

APOGEE COAL COMPANY, LLC 
 APPALACHIA MINE SERVICES, LLC 
 BEAVER DAM COAL COMPANY, LLC

 BIG EAGLE LLC 
 BIG EAGLE RAIL, LLC 
 BLACK STALLION COAL COMPANY, LLC 

BLACK WALNUT COAL COMPANY 
 BLUEGRASS MINE SERVICES, LLC 
 BROOK TROUT COAL, LLC 

CATENARY COAL COMPANY, LLC 
 CENTRAL STATES COAL RESERVES OF KENTUCKY, LLC 
 CHARLES COAL
COMPANY, LLC 
 CLEATON COAL COMPANY 

COAL CLEAN LLC 
 COAL PROPERTIES, LLC 
 COAL RESERVE HOLDING LIMITED LIABILITY
COMPANY NO. 2 
 COLONY BAY COAL COMPANY 

COOK MOUNTAIN COAL COMPANY, LLC 
 CORYDON RESOURCES LLC 
 COYOTE COAL COMPANY LLC 

CUB BRANCH COAL COMPANY LLC 
 DAKOTA LLC 
 DAY LLC 

DIXON MINING COMPANY, LLC 
 DODGE HILL HOLDING JV, LLC 
 DODGE HILL MINING COMPANY, LLC

 DODGE HILL OF KENTUCKY, LLC 

EASTERN ASSOCIATED COAL, LLC 
 EASTERN COAL COMPANY, LLC 
 EASTERN ROYALTY, LLC 

GATEWAY EAGLE COAL COMPANY, LLC 
 GRAND EAGLE MINING, LLC 
 HERITAGE COAL COMPANY LLC 

HIGHLAND MINING COMPANY, LLC 
 HILLSIDE MINING COMPANY 
 HOBET MINING, LLC 

INDIAN HILL COMPANY LLC 
 INFINITY COAL SALES, LLC 
 INTERIOR HOLDINGS, LLC 

IO COAL LLC 
 JARRELL’S BRANCH COAL COMPANY 
 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 
 MARTINKA COAL COMPANY, LLC 
 MIDLAND TRAIL ENERGY LLC 

MIDWEST COAL RESOURCES II, LLC 
 MOUNTAIN VIEW COAL COMPANY, LLC 
 NEW TROUT COAL HOLDINGS II, LLC

 NORTH PAGE COAL CORP. 

OHIO COUNTY COAL COMPANY, LLC 
 PANTHER 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 (F/K/A HCR HOLDINGS, LLC) 

PATRIOT TRADING LLC 
 PATRIOT VENTURES LLC 
 PINE RIDGE COAL COMPANY, LLC 

POND CREEK LAND RESOURCES, LLC 
 POND FORK PROCESSING LLC 
 REMINGTON HOLDINGS LLC 

REMINGTON II LLC 
 REMINGTON LLC 
 RIVERS EDGE MINING, INC. 

ROBIN LAND COMPANY, LLC 
 SENTRY MINING, LLC 
 SNOWBERRY LAND COMPANY 

SPEED MINING LLC 
 STERLING SMOKELESS COAL COMPANY, 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, LLC 

WILDCAT ENERGY LLC 
 WILL SCARLET PROPERTIES LLC 
 WINCHESTER LLC 

WINIFREDE DOCK LIMITED LIABILITY COMPANY 

YANKEETOWN DOCK, LLC 








			
	 Executing this Consent of Guarantors as
 Vice-President of each of the foregoing persons on
 behalf of and so as to bind the persons named
above

		
	By:	 	 /s/ Robert L. Mead

		 	Name: Robert L. Mead
		 	Title:   Vice President & Treasurer



  
 Signature Page
to Consent of Guarantors