exv4w2






Exhibit 4.2




 





PATRIOT COAL CORPORATION




the Guarantors party hereto



and



Wilmington Trust Company, Trustee



FIRST SUPPLEMENTAL INDENTURE



Dated as of May 5, 2010



 




 









 





     THIS SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”), dated as of May 5, 2010
among PATRIOT COAL CORPORATION, a corporation organized under the laws of the State of Delaware
(the “Issuer”), the undersigned Guarantors party hereto and Wilmington Trust Company (the
“Trustee”).



W I T N E S S E T H:




     WHEREAS, the Issuer and the Trustee entered into the Indenture, dated as of May 5, 2010 (the
“Indenture”), relating to the Issuer’s Securities (the “Securities”).



     WHEREAS, the Issuer may agree to cause the undersigned Guarantors party hereto to provide
Security Guaranties of Securities of one or more series.



     WHEREAS, this Supplemental Indenture is intended to amend the Indenture with respect to one or
more series of Securities, if and only if, the Officers’ Certificate or supplemental indenture
establishing or amending such series of Securities specifically invokes this Supplemental
Indenture.



     WHEREAS, this Supplemental Indenture is permitted pursuant to Section 7.01(d) of the
Indenture.



     WHEREAS, the Board of Directors of the Issuer, and the governing body of each Guarantor, has
duly authorized the execution and delivery by the Issuer and the Guarantors of this Supplemental
Indenture.



     WHEREAS, all things necessary to make this Supplemental Indenture a valid indenture and
agreement according to its terms have been done.



     NOW, THEREFORE:



     In consideration of the premises and the purchases of the Securities by the Holders thereof,
the Issuer, the undersigned Guarantors party hereto and the Trustee mutually covenant and agree for
the equal and proportionate benefit of the respective Holders, hereby join in the execution and
delivery of this Supplemental Indenture in order to supplement the Indenture as follows:



ARTICLE 1

Amendments




     Section 1.01. Article 1(Definitions) of the Indenture is hereby amended to add the following
definitions in Section 1.01 (Certain Terms Defined) in alphabetical order:



 









 





     “Guarantee” means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any debt or other obligation of any other Person and, without limiting the
generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such debt
or other obligation of such other Person (whether arising by virtue of partnership arrangements, or
by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to
maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring
in any other manner the obligee of such debt or other obligation of the payment thereof or to
protect such obligee against loss in respect thereof, in whole or in part; provided that the term
“Guarantee” does not include endorsements for collection or deposit in the ordinary course of
business. The term “Guarantee” used as a verb has a corresponding meaning.



     “Guarantor” means each subsidiary of the Issuer that executes a supplemental indenture to the
Indenture providing for the guaranty of the payment of the Securities, unless and until such
Guarantor is released from its Security Guaranty pursuant to the Indenture.



     “Security Guaranty” means the guaranty of the Securities by a Guarantor pursuant to the
Indenture.



     Section 1.02. Paragraph (b) of the definition of “Outstanding” from Article 1 (Definitions)
of the Indenture is hereby amended in its entirety to read as follows:




     “(b) Securities, or portions thereof, for the payment or redemption of which moneys
in the necessary amount shall have been deposited in trust with the Trustee or with any
paying agent (other than the Issuer or a Guarantor) or shall have been set aside,
segregated and held in trust by the Issuer or a Guarantor for the Holders of such
Securities (if the Issuer or such Guarantor shall act as its own paying agent), provided
that if such Securities, or portions thereof, are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given as herein provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; and”



     Section 1.03. Section 2.03 (Amount Unlimited; Issuable in Series) of the Indenture is hereby
amended by (i) deleting “and” at the end of clause (n) thereof, (ii) replacing the “.” at the end
of clause (o) thereof with “; and” and (iii) by adding the following additional clause (p)
immediately after clause (o):




     “(p) whether the First Supplemental Indenture is invoked with respect to Securities
of the series.”



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     Section 1.04. The second paragraph of Section 2.12 (Global Securities) of the Indenture is
hereby amended in its entirety to read as follows:




     “The Trustee shall deliver and redeliver any Security in permanent global form in the
manner and upon instructions given by the Person specified therein. The Issuer, any
Guarantor, the Trustee and any agent of the Issuer, any Guarantor and the Trustee shall
treat as the Holder, the Holder of such Global Security in registered form.”



     Section 1.05. The third paragraph of Section 3.04 (Paying Agents) of the Indenture is hereby
amended in its entirety to read as follows:




     “If the Issuer or any Guarantor shall act as its own paying agent with respect to the
Securities of any Series, it will, on or before each due date of the principal of or
interest on the Securities of such series, set aside, segregate and hold in trust for the
benefit of the Holders of the Securities of such series a sum sufficient to pay such
principal or interest so becoming due. The Issuer or any such Guarantor will promptly
notify the Trustee of any failure to take such action.”



     Section 1.06. Section 4.05 (Restoration of Rights on Abandonment of Proceedings) of the
Indenture is hereby amended in its entirety to read as follows:



     “Section 4.05. Restoration of Rights on Abandonment of Proceedings. In case the Trustee or
any Holder shall have proceeded to enforce any right under this Indenture and such proceedings
shall have been discontinued or abandoned for any reason, or shall have been determined adversely
to the Trustee or such Holder, then and in every such case the Issuer, the Guarantors, the Trustee
and such Holder shall be restored respectively to their former positions and rights hereunder, and
all rights, remedies and powers of the Issuer, the Guarantors, the Trustee and the Securityholders
shall continue as though no such proceedings had been taken.”



     Section 1.07. Paragraph (b) of Section 5.02 (Certain Rights of the Trustee) of the Indenture
is hereby amended in its entirety to read as follows:




     “(b) any request, direction, order or demand of the Issuer or any Guarantor mentioned
herein shall be sufficiently evidenced by an Officers’ Certificate (unless other evidence
in respect thereof be herein specifically prescribed); and any resolution of the Board of
Directors may be evidenced to the Trustee by a copy thereof certified by the secretary or
an assistant secretary of the Issuer or such Guarantor, as the case may be;”



     Section 1.08. Section 7.01 (Supplemental Indentures Without Consent of Securityholders) of
the Indenture is hereby amended by adding the following to the end of clause 7.01(d) immediately
before the “;”:



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     “or to provide for the release, termination or discharge of any Guarantee of the
Securities of one or more series when such release, termination or discharge is permitted
by the Indenture”



     Section 1.09. The second paragraph of Section 7.01 (Supplemental Indentures Without Consent
of Securityholders) of the Indenture is hereby amended in its entirety to read as follows:




     “The Trustee is hereby authorized to join with the Issuer and any Guarantor in the
execution of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance, transfer,
assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be
obligated to enter into any such supplemental indenture which affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.”



     Section 1.10. The first paragraph of Section 7.02 (Supplemental Indentures With Consent of
Securityholders) of the Indenture is hereby amended in its entirety to read as follows:




     “With the consent (evidenced as provided in Article 6) of the Holders of not less
than a majority of the aggregate principal amount of the Securities at the time
Outstanding of a series affected by such supplemental indenture, the Issuer, when
authorized by a resolution of its Board of Directors, the Guarantors, if applicable, and
the Trustee may, from time to time and at any time, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental indenture or
of modifying in any manner the rights of the Holders of the Securities of such series;
provided, that no such supplemental indenture shall 1) extend the final maturity of any
Security, or reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or alter or waive any amount payable on redemption thereof or
alter or waive the amount of the principal of an Original Issue Discount Security that
would be due and payable upon an acceleration of the maturity thereof pursuant to Section
4.01 or the amount thereof provable in bankruptcy pursuant to Section 4.02, or change the
currency in which principal or interest is paid, or impair or affect the right of any
Securityholder to institute suit for the payment thereof or, if the Securities provide
therefor, any right of repayment at the option of the Securityholder without the consent
of the Holder of each Security of such series so affected, or waive a payment default with
respect to the Securities or any guarantee, or adversely affect the ranking of the
Securities of any series, or release any guarantor from any of its obligations under its
guarantee or the Indenture, except in compliance with the terms of the Indenture, or 2)
reduce the aforesaid percentage of Securities of such series, the consent of the Holders
of



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which is required for any amendment, supplemental indenture, or waiver or consent to
take any action without the consent of the Holders of each Security of such series so
affected.




     Section 1.11. Section 7.03 (Effect of Supplemental Indenture) of the Indenture is hereby
amended in its entirety to read as follows:




     “Section 7.03. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be
deemed to be modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture of the
Trustee, the Issuer, the Guarantors and the Holders of Securities of each series affected
thereby shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions of any
such supplemental indenture shall be and be deemed to be part of the terms and conditions
of this Indenture for any and all purposes.”



     Section 1.12. Section 9.01 (Satisfaction and Discharge of Indenture) of the Indenture is
hereby amended in its entirety to read as follows:




     “Section 9.01. Satisfaction and Discharge of Indenture. If at any time (a) the
Issuer shall have delivered to the Trustee for cancellation all securities of any series
theretofore authenticated (other than any Securities of such series which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided in
Section 2.09) or (b) (i) all the securities of such series not theretofore delivered to
the Trustee for cancellation shall have become due and payable, or are by their terms to
become due and payable within one year and the Issuer has made irrevocable arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the
Issuer’s name, at the Issuer’s expense, and (ii) the Issuer shall have irrevocably
deposited or caused to be deposited with the Trustee as trust funds sufficient funds to
pay and discharge the entire Indebtedness on such series of Securities to pay principal
and interest (other than moneys repaid by the Trustee or any paying agent to the Issuer in
accordance with Section 9.04) at maturity or upon redemption all Securities of such series
(other than any Securities of such series which shall have been destroyed, lost or stolen
and which shall have been replaced or paid as provided in Section 2.09) not theretofore
delivered to the Trustee for cancellation, including principal and interest due or to
become due on or prior to such date of maturity as the case may be, and if, in any such
case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by
the Issuer with respect to Securities of such series, then this Indenture shall cease to
be of further effect with respect to Securities of such series (including any Security
Guaranties with respect to Securities of such series), and the Trustee, on demand of the



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Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and at the
cost and expense of the Issuer, shall execute proper instruments stating that all
conditions precedent under the Indenture relating to the satisfaction and discharge of the
Indenture have been complied with; provided, that the rights of Holders of the Securities
to receive amounts in respect of principal of and interest on the Securities held by them
shall not be delayed longer than required by then-applicable mandatory rules or policies
of any securities exchange upon which the Securities are listed. The Issuer agrees to
reimburse the Trustee for any costs or expenses thereafter reasonably and properly
incurred and to compensate the Trustee for any services thereafter reasonably and properly
rendered by the Trustee in connection with this Indenture or the Securities of such
series.”




     Section 1.13. Section 10.01 (Incorporators, Stockholders, Officers and Directors of Issuer
Exempt from Individual Liability) of the Indenture is hereby amended in its entirety to read as
follows:




     “Section 10.01. Incorporators, Stockholders, Officers and Directors of Issuer Exempt
from Individual Liability. No recourse under or upon any obligation, covenant or agreement
contained in this Indenture, or in any Security, or because of any indebtedness evidenced
thereby, shall be had against any incorporator, as such or against any past, present or
future stockholder, officer or director, as such, of the Issuer, any Guarantor or of any
successor, either directly or through the Issuer, any Guarantor or any successor, under
any rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities by the Holders thereof
and as part of the consideration for the issue of the Securities.”



     Section 1.14. Section 10.03 (Successors and Assigns of Issuer and Guarantors Bound by
Indenture) of the Indenture is hereby amended in its entirety to read as follows:




     “Section 10.03. Successors and Assigns of Issuer and Guarantors Bound by Indenture.
All the covenants, stipulations, promises and agreements in this Indenture contained by or
on behalf of the Issuer or the Guarantors shall bind their successors and assigns, whether
so expressed or not.”



     Section 1.15. Section 10.04 (Notices and Demands on Issuer, Trustee and Securityholders) of
the Indenture is hereby amended in its entirety to read as follows:




     “Section 10.04. Notices and Demands on Issuer, Guarantors, Trustee and
Securityholders. Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served



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by the Trustee or by the Holders of Securities to or on the Issuer or any Guarantor
may be given or served by being deposited postage prepaid, first-class mail (except as
otherwise specifically provided herein) addressed (until another address of the Issuer is
filed by the Issuer with the Trustee) to Patriot Coal Corporation 12312 Olive Boulevard,
St. Louis, Missouri 63141. Any notice, direction, request or demand by the Issuer, any
Guarantor or any Securityholder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if in writing and given or made at the
Corporate Trust Office.”




     Section 1.16. The first sentence of Section 12.02 (Defeasances and Discharge) of the
Indenture is hereby amended in its entirety to read as follows:




     “Upon the Issuer’s exercise of the option set forth in Section 12.01 applicable to
this Section, and after the expiration of the 91-day (or other) period referred to in
clause (4) of Section 12.04, the Issuer shall be deemed to have been discharged from its
obligations with respect to the Outstanding Securities of such series, and each Guarantor
shall be deemed to have been discharged from its obligations under its Security Guaranty
with respect to the Outstanding Securities of such series, on the date the conditions set
forth below are satisfied (hereinafter, “defeasance”).”



     Section 1.17. The first sentence of Section 12.03 (Covenant Defeasance) of the Indenture is
hereby amended in its entirety to read as follows:




     “Upon the Issuer’s exercise of the option set forth in Section 12.01 applicable to
this Section, and after the expiration of the 91-day (or other) period referred to in
clause (4) of Section 12.04, the Issuer shall be released from its obligations under
Sections 3.05, 4.01(e), 4.01(f), 4.01(g) (if Section 4.01(g) is specified as applicable to
the Securities of such series) and 8.01, with respect to the Outstanding Securities of any
series, and each Guarantor shall be deemed to have been released from its obligations
under its Security Guaranty with respect to the Outstanding Securities of any series, on
and after the date the conditions set forth below are satisfied with respect to such
series (hereinafter, “covenant defeasance”).”



ARTICLE 2

Guaranties




     Each Guarantor by its execution of this Supplemental Indenture agrees to be a Guarantor under
the Indenture and agrees as follows:



     Section 2.01. The Guaranties. Subject to the provisions of this Article, each Guarantor
hereby irrevocably and unconditionally guarantees, jointly and severally, on an unsecured basis,
the full and punctual payment (whether at maturity, upon any redemption, by declaration or
acceleration, or otherwise) of



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the principal of, premium, if any, and interest on, and all other amounts payable under, each
Security, and the full and punctual payment of all other amounts payable by the Issuer under the
Indenture or under any Paying Agency Agreement. Upon failure by the Issuer to pay punctually any
such amount, each Guarantor shall forthwith on demand pay the amount not so paid at the place and
in the manner specified in the Indenture.




     Section 2.02 . Guaranty Unconditional. The obligations of each Guarantor hereunder are
unconditional and absolute and, without limiting the generality of the foregoing, will not be
released, discharged or otherwise affected by:



     (1) any extension, renewal, settlement, compromise, waiver or release in respect of any
obligation of the Issuer under the Indenture or any Security, by operation of law or otherwise;



     (2) subject to Section 2.09 hereof, any modification or amendment of or supplement to the
Indenture or any Security;



     (3) any change in the corporate existence, structure or ownership of the Issuer, or any
insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its
assets or any resulting release or discharge of any obligation of the Issuer contained in the
Indenture or any Security;



     (4) the existence of any claim, set-off or other rights which the Guarantor may have at any
time against the Issuer, the Trustee or any other Person, whether in connection with the Indenture
or any unrelated transactions, provided that nothing herein prevents the assertion of any such
claim by separate suit or compulsory counterclaim;



     (5) any invalidity or unenforceability relating to or against the Issuer for any reason of the
Indenture or any Security, or any provision of applicable law or regulation purporting to prohibit
the payment by the Issuer of the principal of or interest on any Security or any other amount
payable by the Issuer under the Indenture; or



     (6) any other act or omission to act or delay of any kind by the Issuer, the Trustee or any
other Person or any other circumstance whatsoever which might, but for the provisions of this
paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations
hereunder.



     Section 2.03 . Discharge; Reinstatement. Each Guarantor’s obligations hereunder will remain
in full force and effect until the principal of, premium, if any, and interest on the Securities
and all other amounts payable by the Issuer under the Indenture have been paid in full. If at any
time any payment of the principal of, premium, if any, or interest on any Security or any other
amount payable by the Issuer under the Indenture is rescinded or must be otherwise



8









 




restored or returned upon the insolvency, bankruptcy or reorganization of the Issuer or
otherwise, each Guarantor’s obligations hereunder with respect to such payment will be reinstated
as though such payment had been due but not made at such time.




     Section 2.04. Waiver by the Guarantors. Each Guarantor irrevocably waives acceptance
hereof, presentment, demand, protest and any notice not provided for herein, as well as any
requirement that at any time any action be taken by any Person against the Issuer or any other
Person.



     Section 2.05. Subrogation and Contribution. Upon making any payment with respect to any
obligation of the Issuer under this Article, the Guarantor making such payment will be subrogated
to the rights of the payee against the Issuer with respect to such obligation, provided that the
Guarantor may not enforce either any right of subrogation, or any right to receive payment in the
nature of contribution, or otherwise, from any other Guarantor, with respect to such payment so
long as any amount payable by the Issuer hereunder or under the Securities remains unpaid.



     Section 2.06. Stay of Acceleration. If acceleration of the time for payment of any amount
payable by the Issuer under the Indenture or the Securities is stayed upon the insolvency,
bankruptcy or reorganization of the Issuer, all such amounts otherwise subject to acceleration
under the terms of the Indenture are nonetheless payable by the Guarantors hereunder forthwith on
demand by the Trustee or the Holders.



     Section 2.07. Limitation on Amount of Guaranty. Notwithstanding anything to the contrary in
this Article, each Guarantor, and by its acceptance of Securities, each Holder, hereby confirms
that it is the intention of all such parties that the Security Guaranty of such Guarantor not
constitute a fraudulent conveyance under applicable fraudulent conveyance provisions of the United
States Bankruptcy Code or any comparable provision of state law. To effectuate that intention, the
Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each
Guarantor under its Security Guaranty are limited to the maximum amount that would not render the
Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of
the United States Bankruptcy Code or any comparable provision of state law.



     Section 2.08. Execution and Delivery of Guaranty. The execution by each Guarantor of this
Supplemental Indenture evidences the Security Guaranty of such Guarantor, whether or not the person
signing as an officer of the Guarantor still holds that office at the time of authentication of any
Security. The delivery of any Security by the Trustee after authentication constitutes due delivery
of the Security Guaranty set forth in this Supplemental Indenture on behalf of each Guarantor.



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     Section 2.09. Release of Guaranty. The Security Guaranty of a Guarantor will terminate
upon:



     (1) the conditions set forth in the Officers’ Certificate or the supplemental indenture
invoking this Supplemental Indenture with respect to one or more series of Securities, or



     (2) defeasance or discharge of the Securities, as provided in Section 9.01 or Article 12 of
the Indenture.



     Upon delivery by the Issuer to the Trustee of an Officers’ Certificate and an Opinion of
Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in
order to evidence the release of the Guarantor from its obligations under its Security Guaranty.



ARTICLE 3

Miscellaneous




     Section 3.01. Capitalized terms used herein and not otherwise defined herein are used as
defined in the Indenture.



     Section 3.02. This Supplemental Indenture shall be governed by and construed in accordance
with the laws of the State of New York.



     Section 3.03. This Supplemental Indenture may be signed in various counterparts which
together will constitute one and the same instrument.



     Section 3.04. This Supplemental Indenture is an amendment supplemental to the Indenture and
the Indenture and this Supplemental Indenture will henceforth be read together with respect to one
or more series of Securities, if and only if, the Officers’ Certificate or supplemental indenture
establishing such series specifically invokes this Supplemental Indenture.



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



	 	 	 	 	 
	 	PATRIOT COAL CORPORATION

 	 
	 	By:  	/s/ Richard M. Whiting 	 
	 	 	Name:  	Richard M. Whiting 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	WILMINGTON TRUST COMPANY,

        as Trustee

 	 
	 	By:  	/s/ Michael G. Oller Jr. 	 
	 	 	Name:  	Michael G. Oller Jr. 	 
	 	 	Title:  	Assistant Vice President 	 






GUARANTORS:





  	 	 	 
	AFFINITY MINING COMPANY	 	KANAWHA RIVER VENTURES II, LLC
	APOGEE COAL COMPANY, LLC	 	KANAWHA RIVER VENTURES III, LLC
	APPALACHIA MINE SERVICES, LLC	 	KE VENTURES, LLC
	BEAVER DAM COAL COMPANY, LLC	 	LITTLE CREEK LLC
	BIG EAGLE LLC	 	LOGAN FORK COAL COMPANY
	BIG EAGLE RAIL, LLC	 	MAGNUM COAL COMPANY LLC
	BLACK STALLION COAL COMPANY, LLC	 	MAGNUM COAL SALES LLC
	BLACK WALNUT COAL COMPANY	 	MARTINKA COAL COMPANY, LLC
	BLUEGRASS MINE SERVICES, LLC	 	MIDLAND TRAIL ENERGY LLC
	BROOK TROUT COAL, LLC	 	MIDWEST COAL RESOURCES II, LLC
	CATENARY COAL COMPANY, LLC	 	MOUNTAIN VIEW COAL COMPANY, LLC
	CENTRAL STATES COAL RESERVES OF KENTUCKY,
        LLC	 	NEW TROUT COAL HOLDINGS II, LLC
	CHARLES COAL COMPANY, LLC	 	NORTH PAGE COAL CORP.
	CLEATON COAL COMPANY	 	OHIO COUNTY COAL COMPANY, LLC
	COAL CLEAN LLC	 	PANTHER LLC
	COAL PROPERTIES, LLC	 	PATRIOT COAL COMPANY, L.P.
	COAL RESERVE HOLDING LIMITED LIABILITY 

COMPANY
        NO. 2	 	PATRIOT COAL SALES LLC
	COLONY BAY COAL COMPANY	 	PATRIOT LEASING COMPANY LLC
	COOK MOUNTAIN COAL COMPANY, LLC	 	PATRIOT MIDWEST HOLDINGS, LLC
	COYOTE COAL COMPANY LLC	 	PATRIOT TRADING LLC
	DAKOTA LLC	 	PATRIOT VENTURES LLC
	DAY LLC	 	PINE RIDGE COAL COMPANY, LLC
	DIXON MINING COMPANY, LLC	 	POND CREEK LAND RESOURCES, LLC
	DODGE HILL HOLDING JV, LLC	 	POND FORK PROCESSING LLC
	DODGE HILL MINING COMPANY, LLC	 	REMINGTON HOLDINGS LLC
	DODGE HILL OF KENTUCKY, LLC	 	REMINGTON II LLC







 









 







    	 	 	 
	EASTERN ASSOCIATED COAL, LLC	 	REMINGTON LLC
	EASTERN COAL COMPANY, LLC	 	RIVERS EDGE MINING, INC.
	EASTERN ROYALTY, LLC	 	ROBIN LAND COMPANY, LLC
	GRAND EAGLE MINING, INC.	 	SENTRY MINING, LLC
	HCR HOLDINGS, LLC	 	SNOWBERRY LAND COMPANY
	HERITAGE COAL COMPANY LLC	 	SPEED MINING LLC
	HIGHLAND MINING COMPANY, LLC	 	STERLING SMOKELESS COAL COMPANY, LLC
	HIGHWALL MINING LLC	 	TC SALES COMPANY, LLC
	HILLSIDE MINING COMPANY	 	THE PRESIDENTS ENERGY COMPANY LLC
	HOBET MINING, LLC	 	THUNDERHILL COAL LLC
	INDIAN HILL COMPANY	 	TROUT COAL HOLDINGS, LLC
	INFINITY COAL SALES, LLC	 	UNION COUNTY COAL CO., LLC
	INTERIOR HOLDINGS, LLC	 	VIPER LLC
	IO COAL LLC	 	WEATHERBY PROCESSING LLC
	JARRELL’S BRANCH COAL COMPANY	 	WILDCAT, LLC
	JUPITER HOLDINGS LLC	 	WINCHESTER LLC
	KANAWHA EAGLE COAL, LLC	 	WINIFREDE DOCK LIMITED LIABILITY COMPANY
	KANAWHA RIVER VENTURES I, LLC	 	YANKEETOWN DOCK, LLC
	
            

        	 	 





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