EX-99.6 4 ex99-6.htm EXHIBIT 99.6 Unassociated Document

Exhibit 99.6

JOINT FILING AGREEMENT

July 31, 2008

1.           Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, each of the undersigned agrees that a single joint Schedule 13D and any amendments thereto may be filed on behalf of each of the undersigned with respect to the securities held by each of them in Patriot Coal Corporation (the "Company").  Each of the undersigned shall be responsible for the accuracy and completeness of the information concerning himself or itself therein, and shall not be responsible for the accuracy and completeness of the information concerning any other person, unless such member knows or has reason to know that such information is inaccurate.

2.           So long as this agreement is in effect, each of the undersigned shall provide written notice to the persons listed on Annex A hereto of (i) any of their purchases or sales of securities of the Company; (ii) any securities of the Company over which they acquire or dispose of beneficial ownership, and (iii) any other matter giving rise to the need to amend any item of the Schedule 13D relating to such person. Notice shall be given as promptly as practicable, but not later than two business days following each such transaction.

3.           Except as provided in paragraph 4, nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party's right to sell securities of the Company, as he/it deems appropriate, in his/its sole discretion.

4.           The undersigned, except for Cascade Investment, L.L.C. and William H. Gates III (neither of which is granting a power of attorney pursuant to this Agreement), hereby appoints Daniel R. Revers and Robb E. Turner, and each of them, with full power of substitution and resubstitution, to be such person's true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D and any amendments thereto and any related agreement or documentation which may be required or advisable to be executed or filed as a result of the undersigned's beneficial ownership of securities of the Company.  The authority of such persons under this power of attorney shall continue with respect to the undersigned in perpetuity unless revoked earlier in writing.  Such attorneys-in-fact shall be responsible for making any necessary amendments to the Schedule 13D and shall use their reasonable best efforts to submit drafts of such filings to the undersigned for review and comment as soon as reasonably practicable prior to the filing of any such amendment.

5.           This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

6.           This Agreement shall be governed by and construed by and enforced in accordance with the laws of the State of New York applicable to contracts to be performed in
 
 
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such state without giving effect to the principles of conflicts of law thereof or of any other jurisdiction.

7.           In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the borough of Manhattan in the city of New York, New York.

8.           Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.


 
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IN WITNESS WHEREOF, the undersigned have duly executed this Joint Filing Agreement as of the date first above written.


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
 
   
ARCLIGHT PEF GP, LLC
 
   
By: ArcLight Capital Holdings, LLC,
 
its Manager
 
By:
/s/Daniel R. Revers
 
Name: Daniel R. Revers
 
Title: Manager
 
   
ARCLIGHT PEF GP II, LLC
 
   
By: ArcLight Capital Holdings, LLC,
 
its Manager
 
By:
/s/Daniel R. Revers
 
Name: Daniel R. Revers
 
Title: Manager
 
   
ARCLIGHT CAPITAL HOLDINGS, LLC
 
   
By:
/s/Daniel R. Revers
 
Name: Daniel R. Revers
 
Title: Manager
 


 
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/s/Daniel R. Revers
 
Daniel R. Revers
 




/s/Robb E. Turner
 
Robb E. Turner
 



/s/John F. Erhard
 
John. F. Erhard
 



CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC
 
By:
/s/Ghislain Gauthier
 
Name: Ghislain Gauthier
 
Title: Senior Vice-President
 
   
By:
/s/Cyrille Vittecoq
 
Name: Cyrille Vittecoq
 
Title: Vice-President, Investments
 
   
   
   
CASCADE INVESTMENT, L.L.C.
 
By:
/s/Michael Larson
 
Name: Michael Larson
 
Title: Business Manager
 
   
WILLIAM H. GATES III
 
   
By:
/s/Michael Larson
 
Name:  Michael Larson (1)
 
Title:  Attorney-in-fact
 
   
   
CITIGROUP CAPITAL PARTNERS II 2006
 
CITIGROUP INVESTMENT, L.P.
 
By: Citigroup Private Equity LP,
 
its general partner
 
By:
/s/Jason Ment
 
Name: Jason Ment
 
Title: Secretary
 



 
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CITIGROUP CAPITAL PARTNERS II EMPLOYEE MASTER
 
FUND, L.P.
 
By: Citigroup Private Equity LP, its
 
general partner
 
By:
/s/Jason Ment
 
Name: Jason Ment
 
Title: Secretary
 
   
   
CITIGROUP CAPITAL PARTNERS II ONSHORE, L.P.
 
By: Citigroup Private Equity LP,
 
its general partner
 
By:
/s/Jason Ment
 
Name: Jason Ment
 
Title: Secretary
 
   
   
CITIGROUP CAPITAL PARTNERS II CAYMAN
 
HOLDINGS, L.P.
 
By: Citigroup Private Equity LP,
 
its general partner
 
By:
/s/Jason Ment
 
Name: Jason Ment
 
Title: Secretary
 
   
   
CITIGROUP PRIVATE EQUITY LP
 
   
By:
/s/Jason Ment
 
Name: Jason Ment
 
Title: Secretary
 
   
   
CITIGROUP ALTERNATIVE INVESTMENTS LLC
 
   
By:
/s/Jason Ment
 
Name: Jason Ment
 
Title: Assistant Secretary
 
   
   
CITIGROUP INVESTMENTS INC.
 
   
By:
/s/Millie Kim
 
Name: Millie Kim
 
Title: Secretary
 


 
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CITIGROUP INC.
 
   
By:
/s/Riqueza V. Feaster
 
Name: Riqueza V. Feaster
 
Title: Assistant Secretary
 
   
HOWARD HUGHES MEDICAL INSTITUTE
 
By:
 /s/Craig A. Alexander
 
Name: Craig A. Alexander
 
Title: Vice President & General Counsel
 
   
   
THE NORTHWESTERN MUTUAL LIFE INSURANCE
 
COMPANY
 
By:
/s/Howard Stern
 
Name: Howard Stern
 
Title: Its Authorized Representative
 


 
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THE BOARD OF TRUSTEES OF THE LELAND STANFORD
JUNIOR UNIVERSITY

By: The Stanford Management Company,
        a division thereof


By:
/s/Mark H. Hayes
 
Name:  Mark H. Hayes
 
Title: Manager of Natural
 
Resources Investments
 



/s/Paul Vining
 
Paul Vining
 



/s/Timothy Elliott
 
Timothy Elliott
 



/s/David Turnbull
 
David Turnbull
 



/s/Richard Verheij
 
Richard Verheij
 



/s/Tom McQuade
 
Tom McQuade
 



/s/B. Scott Spears
 
B. Scott Spears
 




/s/Keith St. Clair
 
Keith St. Clair
 



/s/Robert Bennett
 
Robert Bennett
 


 
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/s/Dwayne Francisco
 
Dwayne Francisco
 


(1) )   Duly authorized under Special Power of Attorney appointing Michael Larson attorney-in-fact, dated February 3, 2006, by and on behalf of William H. Gates III, filed as Exhibit 99.1 to Cascade Investment, L.L.C.’s Amendment No. 2 to Schedule 13G with respect to Arch Capital Group Ltd. on March 7, 2006, SEC File No. 005-45257, and incorporated by reference herein.

 
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Annex A

Address for Notices


ArcLight Capital Partners, LLC
200 Clarendon Street, 55th Floor
Boston, MA 02117
Attention: Christine M. Miller
Associate General Counsel
Fax:  617-867-4698

With a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10022
Attention: Sean C. Doyle
Fax: 212-735-3000


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