Exhibit 10.1


 



AMENDMENT NO. 1


 


TO


 


VOTING AND STANDSTILL AGREEMENT


 


AMENDMENT NO. 1 TO VOTING AND STANDSTILL AGREEMENT, dated as of June 14, 2010 (this “Amendment”), among Patriot Coal Corporation, a Delaware corporation (“Parent”), the stockholders whose names appear on the signature page of this Amendment (each, an “Amending Stockholder” and collectively, the “Amending Stockholders”), and ArcLight Energy Partners Fund I, L.P. and ArcLight Energy Partners Fund II, L.P., acting jointly, as stockholder representative (the “Stockholder Representative”).


 


W I T N E S S E T H:


 


WHEREAS, Parent, the Stockholder Representative and the Stockholders (including the Amending Stockholders) entered into a Voting and Standstill Agreement dated as of April 2, 2008 (the “Voting Agreement”); and


 


WHEREAS, in accordance with Section 4.03(a) of the Voting Agreement, Parent, the Amending Stockholders and the Stockholder Representative desire amend the Voting Agreement as set forth herein.


 


NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants set forth herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:


 


1.   Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Voting Agreement.


 


2.   Section 1.02(a) of the Voting Agreement is hereby amended and restated in its entirety to read in full as follows:


 


“(a)       At such time (i) after the Effective Time that the aggregate number of Parent Shares owned by the Company Holders is less than fifteen percent (15%) of the Aggregate Share Number but greater than or equal to ten percent (10%) of the Aggregate Share Number or (ii) on or after June 1, 2010 that the ArcLight Funds Transfer any Parent Shares, the Stockholder Representative shall be entitled to nominate only one member of the Board and, unless the Board (without the participation of the nominees of the Stockholder Representative) shall approve such nominee remaining on the Board, the Stockholder Representative shall cause one of its nominees (which nominee shall be determined by Parent) on the Board to resign effective immediately as of such time and the term of such director shall immediately end.”


 


 




 





 











 






 


 


3.   Except as expressly set forth in this Amendment, this Amendment shall not constitute an amendment or modification of any other provision of the Voting 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 Voting Agreement shall refer to the Voting Agreement as amended by this Amendment.  This Amendment shall be effective against all Stockholders, whether or not such Stockholders are a party hereto.


 


4.   This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles.


 


5.   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.  Until and unless each party has received a counterpart of this Amendment signed by each of the other parties, this Amendment shall have no effect, and no party shall have any right or obligation under this Amendment whether by virtue of any other oral or written agreement or other communication).  This Amendment shall become effective when each party shall have received a counterpart hereof signed by the other parties.  No provision of this Amendment is intended to confer upon any Person other than the parties hereto and the Stockholders not party hereto any rights or remedies hereunder.  Any such counterpart may be delivered by facsimile or other electronic format (including “.pdf”).


 







 


[Signature Pages Follow]


 


 


 




 





 











 






 




 


 


IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.


 



	 	
PATRIOT COAL CORPORATION

	 
	 	 	 
	 	 	 
	 	
By:

	
/s/ Mark N. Schroeder

	 
	 	  	
Name:

	
Mark N. Schroeder

	 
	 	  	
Title:

	
Senior Vice President & Chief Financial Officer

	 





 


 








Signature Page to Amendment No. 1 to Voting and Standstill Agreement




 


 




 





 











 






 







 



	 	

ARCLIGHT ENERGY PARTNERS FUND I, L.P. and


ARCLIGHT ENERGY PARTNERS FUND II, L.P., acting jointly,


as Stockholder Representative

	 
	 	 	 
	 	

ARCLIGHT ENERGY PARTNERS FUND I, L.P.

	 
	 	 	 
	 	

By:  ArcLight PEF GP, LLC, its General Partner

	 
	 	 	 
	 	

By:  ArcLight Capital Holdings, LLC, its Manager

	 
	 	 	 






	 	
By: 

	 /s/ Daniel R. Revers	 
	 	 	
Name: 

	
Daniel R. Revers

	 
	 	 	
Title:

	
Manager

	 
	 	 	 	 	 





 


 



	 	

ARCLIGHT ENERGY PARTNERS FUND II, L.P.

	 
	 	 	 
	 	

 By:  ArcLight PEF GP II, LLC, its General Partner

	 
	 	 	 
	 	

By:  ArcLight Capital Holdings, LLC, its Manager

	 
	 	 	 







	 	
By: 

	
 /s/ Daniel R. Revers

	 
	 	 	
Name: 

	Daniel R. Revers	 
	 	 	
Title: 

	
Manager

	 












 



Signature Page to Amendment No. 1 to Voting and Standstill Agreement


 











 





 











 






 













	 	
ARCLIGHT ENERGY PARTNERS FUND I, L.P.  


 


By:  ArcLight PEF GP, LLC, its General Partner  


 


By:  ArcLight Capital Holdings, LLC, its Manager

	 
	 	 	 	 
	 	

By:

	
/s/ Daniel R. Revers

	 
	 	 	
Name:

	
Daniel R. Revers

	 
	 	 	Title:	
Manager

	 
	 	 	 	 	 
	 	 	 	 	 
	 	

Number of Patriot shares owned as of


	 	 	 
	 	

June 1, 2010:  6,165,049

	 





 



 


Signature Page to Amendment No. 1 to Voting and Standstill Agreement




 






 





 











 











 




	 	


ARCLIGHT ENERGY PARTNERS FUND II, L.P.


 


By:  ArcLight PEF GP II, LLC, its General Partner


 


By:  ArcLight Capital Holdings, LLC, its Manager



	 
	 	 	 	 
	 	

By:

	
/s/ Daniel R. Revers

	 
	 	 	
Name:

	
Daniel R. Revers

	 
	 	 	Title:	
Manager

	 
	 	 	 	 	 
	 	 	 	 	 
	 	

Number of Patriot shares owned as of


	 	 	 
	 	



June 1, 2010:  4,936,778



	 







 


 



Signature Page to Amendment No. 1 to Voting and Standstill Agreement









 





 











 






 




	 	




CASCADE INVESTMENT, L.L.C.





	 
	 	 	 	 
	 	

By:

	


/s/ Michael Larson



	 
	 	 	
Name:

	


Michael Larson



	 
	 	 	Title:	
Business Manager

	 
	 	 	 	 	 
	 	 	 	 	 
	 	

Number of Patriot shares owned as of


	 	 	 
	 	



June 1, 2010:  2,391,231



	 







 


 



Signature Page to Amendment No. 1 to Voting and Standstill Agreement


 




 




 





 











 






 


 




	 	



CITIGROUP CAPITAL PARTNERS II 2006 CITIGROUP INVESTMENT, L.P.


 


By:  Citigroup Private Equity LP, its general partner





	 
	 	 	 	 
	 	

By:

	




/s/ Matthew Coeny





	 
	 	 	
Name:

	




Matthew Coeny





	 
	 	 	Title:	
Authorized Signatory

	 
	 	 	 	 	 
	 	 	 	 	 
	 	

Number of Patriot shares owned as of


	 	 	 
	 	



June 1, 2010:  491,619



	 







 


 


 


 




	 	CITIGROUP CAPITAL PARTNERS II EMPLOYEE MASTER FUND, L.P. 

 


By:  Citigroup Private Equity LP, its general partner

	 
	 	 	 	 
	 	

By:

	




/s/ Matthew Coeny





	 
	 	 	
Name:

	




Matthew Coeny





	 
	 	 	Title:	
Authorized Signatory

	 
	 	 	 	 	 
	 	 	 	 	 
	 	

Number of Patriot shares owned as of


	 	 	 
	 	



June 1, 2010:  552,225



	 







 


 



Signature Page to Amendment No. 1 to Voting and Standstill Agreement


 




 




 





 











 






 




	 	



CITIGROUP CAPITAL PARTNERS II ONSHORE, L.P.


 


By:  Citigroup Private Equity LP, its general partner



	 
	 	 	 	 
	 	

By:

	




/s/ Matthew Coeny





	 
	 	 	
Name:

	




Matthew Coeny





	 
	 	 	Title:	
Authorized Signatory

	 
	 	 	 	 	 
	 	 	 	 	 
	 	

Number of Patriot shares owned as of


	 	 	 
	 	



June 1, 2010:  249,314



	 







 


 


 


 




	 	





CITIGROUP CAPITAL PARTNERS II CAYMAN HOLDINGS, L.P.


 


By:  Citigroup Private Equity LP, its general partner





	 
	 	 	 	 
	 	

By:

	




/s/ Matthew Coeny





	 
	 	 	
Name:

	




Matthew Coeny





	 
	 	 	Title:	
Authorized Signatory

	 
	 	 	 	 	 
	 	 	 	 	 
	 	

Number of Patriot shares owned as of


	 	 	 
	 	



June 1, 2010:  312,382



	 







 


 



Signature Page to Amendment No. 1 to Voting and Standstill Agreement


 




 




 





 











 






 




	 	







HOWARD HUGHES MEDICAL INSTITUTE







	 
	 	 	 	 
	 	

By:

	






/s/ Mark A. Barnard







	 
	 	 	
Name:

	






Mark A. Barnard







	 
	 	 	Title:	
Managing Director

	 
	 	 	 	 	 
	 	 	 	 	 
	 	

Number of Patriot shares owned as of


	 	 	 
	 	



June 1, 2010:  1,595,715



	 







 


 



Signature Page to Amendment No. 1 to Voting and Standstill Agreement


 


 






 





 











 






 













	 	
/s/ Timothy Elliott

	 
	 	
Timothy Elliott

	 
	 	 	 
	 	 	 
	 	

Number of Patriot shares owned as of

	 
	 	 	 
	 	

June 1, 2010:  72,422

	 










 


Signature Page to Amendment No. 1 to Voting and Standstill Agreement

















 





 











 






















	 	
/s/ Paul Vining

	 
	 	
Paul Vining

	 
	 	 	 
	 	 	 
	 	Number of Patriot shares owned as of	 
	 	 	 
	 	
June 1, 2010:  243,489

	 
	 	 	 










 


Signature Page to Amendment No. 1 to Voting and Standstill Agreement





 


 




 





 











 











 








	 	
/s/ David Turnbull

	 
	 	
David Turnbull

	 
	 	 	 
	 	 	 
	 	

Number of Patriot shares owned as of

	 
	 	 	 
	 	
June 1, 2010:  32,476

	 





 


 



Signature Page to Amendment No. 1 to Voting and Standstill Agreement


 











 





 











 

















	 	
/s/ B. Scott Spears

	 
	 	
B. Scott Spears

	 
	 	 	 
	 	 	 
	 	

Number of Patriot shares owned as of

	 
	 	 	 
	 	June 1, 2010:  9,170	 





 


 



Signature Page to Amendment No. 1 to Voting and Standstill Agreement


 











 





 











 






















	 	
/s/ Robert W. Bennett

	 
	 	
Robert Bennett

	 
	 	 	 
	 	 	 
	 	

Number of Patriot shares owned as of

	 
	 	 	 
	 	
June 1, 2010:  40,519

	 





 



 


Signature Page to Amendment No. 1 to Voting and Standstill Agreement