EX-10.13






Exhibit 10.13




AMENDMENT NO. 3 TO CREDIT AGREEMENT




     AMENDMENT (this “Amendment”) dated as of September 25, 2008 to the Credit Agreement
(the “Credit Agreement”) dated as of October 31, 2007, 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”), as amended by that
certain Amendment No. 1 to Credit Agreement dated as of April 2, 2008 and that certain Amendment
No. 2 to Credit Agreement dated as of May 19, 2008, among the Borrower and the Required Lenders.



WITNESSETH :




     WHEREAS, the parties hereto desire to amend the Credit Agreement to, among other things, (i)
amend the definitions of Consolidated Funded Indebtedness, Permitted Securitization Programs and
Secured Hedge Agreement, (ii) amend certain terms relating to increases in the Facility and (iii)
amend certain provisions concerning Swap Contracts.



     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 Amendment becomes effective,
refer to the Credit Agreement as amended hereby.



     SECTION 2. Definition of Consolidated Funded Indebtedness. The definition of “Consolidated
Funded Indebtedness” in Section 1.01 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:




“Consolidated Funded Indebtedness” means, as of any date of determination, for the
Borrower and its Subsidiaries on a consolidated basis, the sum of (a) the outstanding
principal amount of all obligations, whether current or long-term, for borrowed money
(including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes,
loan agreements or other similar instruments, (b) all direct obligations arising under
standby letters of credit (other than with respect to Designated Letters of Credit) and
similar instruments, (c) all obligations in respect of the deferred purchase price of
property or services (other than (i) trade accounts payable in the ordinary course of
business and (ii) obligations under coal leases which may be terminated at the discretion of
the lessee), (d) Attributable Indebtedness in respect of Capital Lease Obligations, (e)
without duplication, all Guarantees with respect to outstanding Indebtedness of the types
specified in clauses (a) through (d) above of Persons other than the Borrower or any
Subsidiary, (f) amounts due under Permitted Securitization Programs (whether or not on the
balance sheet of the Borrower or its Subsidiaries) and (g) the Swap Termination Value that
(i) with respect to clause (a) of that definition, is due and payable by the Borrower and
its Subsidiaries under any Swap Contract that has been closed out and (ii)



1









 







with respect to clause (b) of that definition would be payable by the Borrower and its
Subsidiaries with respect to an early termination of any outstanding Secured Hedge
Agreement, provided however that for the purpose of calculating the Swap Termination Value
for this clause (ii) the Swap Termination Value shall only take into account the effect of
any valid netting agreement relating to Secured Hedge Agreements.



     SECTION 3. Definition of Permitted Securitization Programs. The definition of
“Permitted Securitization Programs” in Section 1.01 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:




“Permitted Securitization Programs” means any receivables securitization program
pursuant to which the Borrower or any of its Subsidiaries sells accounts receivable and
related receivables; provided, that the aggregate principle amount of all asset-backed
securities issued pursuant to such receivables securitization programs shall not exceed
$125,000,000 at any time outstanding.”



     SECTION 4. Definition of Secured Hedge Agreement. The definition of “Secured Hedge
Agreement” in Section 1.01 of the Credit Agreement is hereby amended to read as follows:




“Secured Hedge Agreement” means any Swap Contract permitted under Article
VII that is entered into by and between the Borrower and any Hedge Bank.



     SECTION 5. Mandatory Repayments. Section 2.05(b)(ii) of the Credit Agreement is
hereby amended by deleting the words "or the creation of any Permitted Securitization Program with
a principal balance in excess of $25,000,000” and "(in the case of a Permitted Securitization
Program, only to the amount in excess of $25,000,000)” in the third and sixth line respectively.



     SECTION 6. Increase in Facility. Section 2.14(a) of the Credit Agreement
is hereby amended by replacing the words “any such request for an increase shall be in a minimum
amount of $25,000,000” with the words “any such request for an increase shall be in a minimum
amount of $10,000,000 or such lower amount, as determined by the Administrative Agent, it its sole
discretion.”



     SECTION 7. Indebtedness. Section 7.02(i) of the Credit Agreement is hereby
amended by deleting the number “$50,000,000” and replacing it with “$125,000,000”.



     SECTION 8. Swap Contracts. Section 7.02(f) of the Credit Agreement is
hereby amended by adding the words “for non speculative purposes” after “in the ordinary course of
business”.



     SECTION 9.  Lender Consent. Upon the terms and subject to the conditions
to effectiveness set forth in this Amendment, the requisite Lenders hereby agree, upon the
Amendment Effective Date, to allow any increase in the Facility, which occurs on or before October
10th, 2008 in an amount no greater than $15,000,000, to be made by one Lender
exclusively, which shall be selected by the Borrower in its sole discretion, without the
requirement for the Borrower and the Administrative Agent to offer allocations of such increase



2









 







ratably to all Lenders, in accordance with Section 2.14 of the Credit Agreement. Upon any
increase in the Facility made pursuant to this Section the Administrative Agent shall promptly
notify the Borrower and the Lenders of the final allocation of such increase and the Increase
Effective Date. The parties hereto acknowledge that nothing in this Section shall be deemed to
amend Section 2.14 of the Credit Agreement.



     SECTION 10. Conditions Precedent to Borrowing Increased Facility. The obligation of
any Lender to honor any Request for a Credit Extension after an Increase Effective Date for a
requested amount which would cause the Total Outstandings to exceed the Facility immediately prior
to the Increase Effective Date shall be subject to the further condition precedent that on or
before the date of such Credit Extension the Administrative Agent shall have received mortgage
modifications (in proper form for recording and in form and substance satisfactory to the
Administrative Agent) which purport to secure the full amount of the increased Facility.



     SECTION 11. Representations of Borrower. The Borrower represents and warrants that
(i) both before and after giving effect to this 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 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 (ii) both before and after giving effect to this Amendment, no Default or Event
of Default will have occurred and be continuing.



     SECTION 12. Authority. The Borrower has the requisite corporate or other
organizational power and authority to execute and deliver this Amendment and to perform its
obligations hereunder and under the Credit Agreement (as amended hereby). Each of the 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 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 13. Enforceability. This 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 Amendment, the Consent and, after giving effect to this
Amendment, the Credit Agreement and the other Loan Documents, (i) 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 (ii) is in full force and effect. Neither the execution, delivery or performance of this
Amendment or of the Consent or the performance of the Credit



3









 







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
Amendment is effective to amend the Credit Agreement as provided therein.



     SECTION 14 . No Conflicts. Neither the execution and delivery of this
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, (i) violate or conflict with any provision of its certificate of formation or limited
liability company agreement or other governing documents of such Person, (ii) 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 (iii) 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 15. Effect of Amendment. (a) Except as specifically amended above
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.



     (b) The execution, delivery and effectiveness of this Amendment shall not 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 16. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.



     SECTION 17. Counterparts. This 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 18. Effectiveness. This Amendment shall become effective on the
date hereof provided that the following conditions are met (the “Amendment Effective
Date”):



   (i) the Administrative Agent shall have received from each of the Borrower and the requisite
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; and



   (ii) the Administrative Agent shall have received counterparts of the Consent of Guarantors
attached hereto as Annex I (the “Consent”) executed by each of the Subsidiary
Guarantors as of the date hereof.



4









 





[Signature pages follow]




5









 




IN WITNESS WHEREOF, the parties hereto have caused this 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 	 
	 



[Patriot Amendment No. 3 to the Credit Agreement]





 









 





	 	 	 	 	 
	 	BNP Paribas., as a Lender

 	 
	 	By:  	/s/ Larry Robinson
 	 
	 	 	Name:  	Larry Robinson 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Gregory E. George
 	 
	 	 	Name:  	Gregory E. George 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	Bank of America, N.A., as a Lender

 	 
	 	By:  	/s/ Thomas F. Farley, Jr.
 	 
	 	 	Name:  	Thomas F. Farley, Jr. 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	Bank of Oklahoma, NA, as a Lender

 	 
	 	By:  	/s/ Sarah N. Reavis
 	 
	 	 	Name:  	Sarah N. Reavis 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	Barclays Bank PLC, as a Lender

 	 
	 	By:  	/s/ Ann E. Sutton
 	 
	 	 	Name:  	Ann E. Sutton 	 
	 	 	Title:  	Associate Director 	 
	 



	 	 	 	 	 
	 	Caterpillar Financial Service Corp, as a Lender

 	 
	 	By:  	/s/ Christopher C. Patterson
 	 
	 	 	Name:  	Christopher C. Patterson 	 
	 	 	Title:  	Global Operations 

Manager — Capital Markets 	 
	 



[Patriot Amendment No. 3 to the Credit Agreement]





 









 





	 	 	 	 	 
	 	Citibank, N.A., as a Lender

 	 
	 	By:  	/s/
Raymond G. Dunning
 	 
	 	 	Name:  	Raymond G. Dunning 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	Fifth Third Bank, as a Lender

 	 
	 	By:  	/s/ Robert M. Sander
 	 
	 	 	Name:  	Robert M. Sander 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	Lehman Brothers Commercial Bank, as a Lender

 	 
	 	By:  	/s/
Brian Halbeisen
 	 
	 	 	Name:  	Brian Halbeisen 	 
	 	 	Title:  	VP/ Credit Officer 	 
	 



	 	 	 	 	 
	 	Natixis, as a Lender

 	 
	 	By:  	/s/ Louis P. Laville, III
 	 
	 	 	Name:  	Louis P. Laville, III 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Carlos L. Quinteros
 	 
	 	 	Name:  	Carlos L. Quinteros 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	PNC Bank, National Association as a
Lender

 	 
	 	By:  	/s/ Helmut Vogel
 	 
	 	 	Name:  	Helmut Vogel 	 
	 	 	Title:  	Credit Officer 	 
	 



[Patriot Amendment No. 3 to the Credit Agreement]






 









 








	 	 	 	 	 
	 	Raymond James Bank FSB, as a Lender

 	 
	 	By:  	/s/ Andrew D. Hahn
 	 
	 	 	Name:  	Andrew D. Hahn 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	RZB Finance LLC, as a Lender

 	 
	 	By:  	/s/ John A. Valiska
 	 
	 	 	Name:  	John A. Valiska 	 
	 	 	Title:  	First Vice President 	 
	 



	 	 	 	 	 
	 	By:  	/s/ Christoph Hoedl
 	 
	 	 	Name:  	Christoph Hoedl 	 
	 	 	Title:  	Group Vice President 	 
	 



	 	 	 	 	 
	 	Societe Generale, as a Lender

 	 
	 	By:  	/s/ Chris Henstock
 	 
	 	 	Name:  	Chris Henstock 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	Southwest Bank of St. Louis, as a Lender

 	 
	 	By:  	/s/ Roy C. Postel
 	 
	 	 	Name:  	Roy C. Postel 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	Sovereign Bank., as a Lender

 	 
	 	By:  	/s/ Robert D. Lanigan
 	 
	 	 	Name:  	Robert D. Lanigan 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Patriot Amendment No. 3 to the Credit Agreement]




	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	The Private Bank and Trust Company, as a Lender

 	 
	 	By:  	/s/ Nicholas DeVilder
 	 
	 	 	Name:  	Nicholas DeVilder 	 
	 	 	Title:  	Associate Managing Director 	 
	 



	 	 	 	 	 
	 	United Overseas Bank Ltd. New

York, as a Lender

 	 
	 	By:  	/s/ George Lim
 	 
	 	 	Name:  	George Lim 	 
	 	 	Title:  	SVP & GM 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Mario Sheng
 	 
	 	 	Name:  	Mario Sheng 	 
	 	 	Title:  	AVP 	 
	 



	 	 	 	 	 
	 	US Bank National Association, as a
Lender

 	 
	 	By:  	/s/ Karen Meyer
 	 
	 	 	Name:  	Karen Meyer 	 
	 	 	Title:  	VP 	 
	 



[Patriot Amendment No. 3 to the Credit Agreement]





 









 





	 	 	 	 	 
	 	Acknowledged by:



BANK OF AMERICA, N.A., as Administrative Agent

 	 
	 	By:  	/s/ Kathleen M. Carry
 	 
	 	 	Name:  	Kathleen M. Carry 	 
	 	 	Title:  	Vice President 	 
	 



[Patriot Amendment No. 3 to the Credit Agreement]





 









 





Annex 1




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 Amendment, (b) acknowledges that,
notwithstanding the execution and delivery of the foregoing 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 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 25th day of September 2008.



[Signature pages follow]




[Patriot Amendment No. 3 to the Credit Agreement]






 









 







AFFINITY MINING COMPANY

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

CENTRAL STATES COAL RESERVES OF KENTUCKY, LLC

CHARLES COAL COMPANY, LLC

CLEATON COAL COMPANY

COAL PROPERTIES, LLC

COAL RESERVE HOLDING LIMITED LIABILITY COMPANY NO. 2

COLONY BAY COAL COMPANY

COOK MOUNTAIN COAL COMPANY, LLC

DIXON MINING COMPANY, LLC

DODGE HILL HOLDING JV, LLC

DODGE HILL OF KENTUCKY, LLC

DODGE HILL MINING COMPANY, LLC

EASTERN ASSOCIATED COAL, LLC

EASTERN COAL COMPANY, LLC

EASTERN ROYALTY, LLC

FORT ENERGY, LLC

GRAND EAGLE MINING, INC.

HCR HOLDINGS, LLC

HERITAGE COAL COMPANY LLC

HIGHLAND MINING COMPANY, LLC

HILLSIDE MINING COMPANY

INDIAN HILL COMPANY

INTERIOR HOLDINGS, LLC

JARRELL’S BRANCH COAL COMPANY

KANAWHA EAGLE COAL LLC

KANAWHA RIVER VENTURES I LLC

KE VENTURES LLC

LOGAN FORK COAL COMPANY

MARTINKA COAL COMPANY, LLC

MIDWEST COAL RESOURCES II, LLC

MOUNTAIN VIEW COAL COMPANY, LLC

NORTH PAGE COAL CORP.

OHIO COUNTY COAL COMPANY, LLC

PATRIOT COAL COMPANY, L.P.

PATRIOT COAL SALES LLC

PATRIOT LEASING COMPANY LLC

PATRIOT MIDWEST HOLDINGS, LLC

PINE RIDGE COAL COMPANY, LLC

POND CREEK LAND RESOURCES, LLC

RIVERS EDGE MINING, INC.

SENTRY MINING, LLC




[Patriot Amendment No. 3 to the Credit Agreement]






 









 







SNOWBERRYLAND COMPANY

STERLING SMOKELESS COAL COMPANY, LLC

UNION COUNTY COAL CO., LLC

WINIFREDE DOCK LIMITED LIABILITY COMPANY

YANKEETOWN DOCK, LLC

MAGNUM COAL COMPANY

TROUT COAL HOLDINGS, LLC

NEW TROUT COAL HOLDINGS II, LLC

BROOK TROUT COAL, LLC

REMINGTON HOLDINGS LLC

REMINGTON LLC

DAKOTA LLC

VIPER LLC

DAY LLC

APOGEE COAL COMPANY, LLC

HOBET MINING, LLC

CATENARY COAL COMPANY, LLC

PANTHER LLC

WILDCAT LLC

JUPITER HOLDINGS LLC

LITTLE CREEK LLC

INFINITY COAL SALES, LLC

HIGHWALL MINING LLC

IO COAL LLC

THUNDERHILL COAL LLC

SPEED MINING LLC

POND FORK PROCESSING LLC

COAL CLEAN LLC

WEATHERBY PROCESSING LLC

TC SALES COMPANY, LLC

ROBIN LAND COMPANY, LLC

REMINGTON II LLC

KANAWHA RIVER VENTURES II, LLC

KANAWHA RIVER VENTURES III, LLC

WINCHESTER LLC

COYOTE COAL COMPANY LLC

MAGNUM COAL SALES LLC

MIDLAND TRAIL ENERGY 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	 
	 



[Patriot Amendment No. 3 to the Credit Agreement]