sched2.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MLVuJzU9eU2k57AZe3l+4rQ4a0V64miUIUAPnI0TvabnZfssZ13uCA+tkizWmsC6 lR7n/wwKUNWOszxOFMkJnw== 0001341004-09-000139.txt : 20090121 0001341004-09-000139.hdr.sgml : 20090121 20090120193117 ACCESSION NUMBER: 0001341004-09-000139 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090121 DATE AS OF CHANGE: 20090120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARCLIGHT ENERGY PARTNERS FUND I LP CENTRAL INDEX KEY: 0001140654 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 21ST FLOOR CITY: BOSTON STATE: MA ZIP: 02117 BUSINESS PHONE: 617-867-96 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Patriot Coal CORP CENTRAL INDEX KEY: 0001376812 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83427 FILM NUMBER: 09535586 BUSINESS ADDRESS: STREET 1: 12312 OLIVE BOULEVARD STREET 2: SUITE 400 CITY: ST. LOUIS STATE: MO ZIP: 63141 BUSINESS PHONE: 314-275-3600 MAIL ADDRESS: STREET 1: 12312 OLIVE BOULEVARD STREET 2: SUITE 400 CITY: ST. LOUIS STATE: MO ZIP: 63141 FORMER COMPANY: FORMER CONFORMED NAME: Eastern Coal Holding Company, Inc. DATE OF NAME CHANGE: 20060928 SC 13D/A 1 sched2.htm AMENDMENT NO. 2 sched2.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.2)1

Patriot Coal Corporation

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

70336T 10 4

(CUSIP Number)

John A. Tisdale, Esq.

General Counsel

ArcLight Capital Partners, LLC

200 Clarendon Street, 55th Floor

Boston, MA 02117

Telephone: (617) 531−6300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 30, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 13d-1(f) or 240.13d-1(g), check the following box [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

1 The remainder of this cover page shall be filled out for a reporting person’s initial filling on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 70336T 10 4				Page 2 of 12 Pages

1	NAME OF REPORTING PERSON ArcLight Energy Partners Fund I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o 0; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 7,328,714
EACH REPORTING		9	SOLE DISPOSITIVE POWER
PERSON WITH		10	SHARED DISPOSITIVE POWER 7,328,714
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,328,714
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%
14	TYPE OF REPORTING PERSON (See Instructions) PN

SCHEDULE 13D

CUSIP No. 70336T 10 4				Page 3 of 12 Pages

1	NAME OF REPORTING PERSON ArcLight Energy Partners Fund II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o 0; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 5,868,610
EACH REPORTING		9	SOLE DISPOSITIVE POWER
PERSON WITH		10	SHARED DISPOSITIVE POWER 5,868,610
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,868,610
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6%
14	TYPE OF REPORTING PERSON (See Instructions) PN

SCHEDULE 13D

CUSIP No. 70336T 10 4				Page 4of 12 Pages

1	NAME OF REPORTING PERSON ArcLight PEF GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o 0; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 7,328,714*
EACH REPORTING		9	SOLE DISPOSITIVE POWER
PERSON WITH		10	SHARED DISPOSITIVE POWER 7,328,714
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,328,714
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%
14	TYPE OF REPORTING PERSON (See Instructions) CO

* Solely in its capacity as the general partner of ArcLight Energy Partners Fund I, L.P.

SCHEDULE 13D

CUSIP No. 70336T 10 4				Page 5of 12 Pages

1	NAME OF REPORTING PERSON ArcLight PEF GP II, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o 0; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 5,868,610*
EACH REPORTING		9	SOLE DISPOSITIVE POWER
PERSON WITH		10	SHARED DISPOSITIVE POWER 5,868,610
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,868,610
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6%
14	TYPE OF REPORTING PERSON (See Instructions) CO

* Solely in its capacity as the general partner of ArcLight Energy Partners Fund II, L.P.

SCHEDULE 13D

CUSIP No. 70336T 10 4				Page 6 of 12 Pages

1	NAME OF REPORTING PERSON ArcLight Capital Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o 0; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 13,197,324*
EACH REPORTING		9	SOLE DISPOSITIVE POWER
PERSON WITH		10	SHARED DISPOSITIVE POWER 13,197,324
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,197,324
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.0%
14	TYPE OF REPORTING PERSON (See Instructions) CO

* Solely in its capacity as the manager of ArcLight PEF GP, LLC, the general partner of ArcLight Energy Partners Fund I, L.P. and ArcLight PEF GP II, LLC, the general partner of ArcLight Energy Partners Fund II, L.P.

SCHEDULE 13D

CUSIP No. 70336T 10 4				Page 7 of 12 Pages

1	NAME OF REPORTING PERSON Daniel R. Revers*
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o 0; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES		7	SOLE VOTING POWER
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 13,197,324*
EACH REPORTING		9	SOLE DISPOSITIVE POWER
PERSON WITH		10	SHARED DISPOSITIVE POWER 13,197,324
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,197,324
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.0%
14	TYPE OF REPORTING PERSON (See Instructions) IN

* Solely in his capacity as the manager of ArcLight Capital Partners, LLC, the manager of ArcLight PEF GP, LLC which is the general partner of ArcLight Energy Partners Fund I, L.P. and ArcLight PEF GP II, LLC, the general partner of ArcLight Energy Partners Fund II, L.P. Mr. Revers disclaims beneficial ownership of the shares of Common Stock held by the ArcLight Funds, except to the extent of his pecuniary interest in such funds.

SCHEDULE 13D

CUSIP No. 70336T 10 4				Page 8 of 12 Pages

1	NAME OF REPORTING PERSON Robb E. Turner*
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o 0; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES		7	SOLE VOTING POWER
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 13,197,324*
EACH REPORTING		9	SOLE DISPOSITIVE POWER
PERSON WITH		10	SHARED DISPOSITIVE POWER 13,197,324
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,197,324
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.0%
14	TYPE OF REPORTING PERSON (See Instructions) IN

* Solely in his capacity as the manager of ArcLight Capital Partners, LLC, the manager of ArcLight PEF GP, LLC which is the general partner of ArcLight Energy Partners Fund I, L.P. and ArcLight Energy Partners Fund II, L.P. Mr. Turner disclaims beneficial ownership of the shares of Common Stock held by the ArcLight Funds, except to the extent of his pecuniary interest in such funds.

SCHEDULE 13D

CUSIP No. 70336T 10 4				Page 9 of 12 Pages

1	NAME OF REPORTING PERSON John F. Erhard*
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o 0; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES		7	SOLE VOTING POWER
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 13,197,324*
EACH REPORTING		9	SOLE DISPOSITIVE POWER
PERSON WITH		10	SHARED DISPOSITIVE POWER 13,197,324
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,197,324
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.0%
14	TYPE OF REPORTING PERSON (See Instructions) IN

* Solely in his capacity as a principal of ArcLight Capital Partners, LLC an affiliate of ArcLight Capital Partners, LLC, the manager of ArcLight PEF GP, LLC which is the general partner of ArcLight Energy Partners Fund I, L.P. and ArcLight Energy Partners Fund II, L.P. Mr. Erhard disclaims beneficial ownership of the shares of Common Stock held by the ArcLight Funds, except to the extent of his pecuniary interest in such funds.

SCHEDULE 13D

CUSIP No. 70336T 10 4				Page 10 of 12 Pages

1	NAME OF REPORTING PERSON Paul Vining
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o 0; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES		7	SOLE VOTING POWER 167,138
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER
EACH REPORTING		9	SOLE DISPOSITIVE POWER 167,138
PERSON WITH		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 167,138
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%
14	TYPE OF REPORTING PERSON (See Instructions) IN

This Amendment No. 2 to the Schedule 13D relating to shares of common Stock of Patriot Coal Corporation (the "Issuer") filed on August 1, 2008, as amended by Amendment No. 1 thereto (the "Schedule 13D"), is being filed by Mr. Vining and the ArcLight Funds (as defined below) and amends the Schedule 13D which was filed on behalf of the following persons (collectively, the "Reporting Persons"): ArcLight Energy Partners Fund I, L.P. ("ArcLight Fund I"), ArcLight Energy Partners Fund II, L.P. ("ArcLight Fund II", and together with ArcLight Fund I, the "ArcLight Funds"), ArcLight PEF GP, LLC ("ArcLight PEF GP"), ArcLight PEF GP II, LLC ("ArcLight PEF GP II"), ArcLight Capital Holdings, LLC ("ArcLight Capital Holdings", and together with the ArcLight Funds, ArcLight PEF GP and ArcLight PEF GP II the "ArcLight Entities"), Daniel R. Revers ("Mr. Revers"), Robb E. Turner ("Mr. Turner"), John F. Erhard (Mr. Erhard"), Caisse de Dépôt et Placement du Québec ("Caisse"), Cascade Investment, L.L.C. ("Cascade"), William H. Gates III (“Mr. Gates”), Citigroup Capital Partners II 2006 Citigroup Investment, L.P. ("Citigroup Investment"), Citigroup Capital Partners II Employee Master Fund, L.P. ("Citigroup Employee Master Fund"), Citigroup Capital Partners II Onshore, L.P. ("Citigroup Onshore"), Citigroup Capital Partners II Cayman Holdings, L.P. ("Citigroup Cayman", and together with Citigroup Investment, Citigroup Employee Master Fund, Citigroup Onshore, the "Citigroup Funds") Citigroup Private Equity LP ("Citigroup PE") Citigroup Alternative Investments LLC ("CAI"), Citigroup Investments Inc. ("CII") and Citigroup Inc. ("Citigroup" and together with Citigroup Funds, CAI and CII, the "Citigroup Entities"), Howard Hughes Medical Institute ("HHMI"), The Northwestern Mutual Life Insurance Company ("Northwestern"), The Board of Trustees of the Leland Stanford Junior University (“Stanford University”), Paul Vining ("Mr. Vining"), Timothy Elliott ("Mr. Elliott"), David Turnbull ("Mr. Turnbull"), Richard Verheij ("Mr. Verheij"), Tom McQuade ("Mr. McQuade"), B. Scott Spears ("Mr. Spears"), Keith St. Clair ("Mr. St. Clair"), Robert Bennett ("Mr. Bennett"), and Dwayne Francisco ("Mr. Francisco").

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 to the Schedule 13D is hereby amended to add the following under "Letter Agreement":

"On December 30, 2008, Vining, the Issuer and the ArcLight Funds entered into an amendment (the "Letter Agreement Amendment") to the Letter Agreement, such that the transfer of shares of Common Stock to Vining contemplated thereunder will be deferred to January 22, 2010. The foregoing discussion of the Letter Agreement Amendment is not intended to be a complete statement of all of the terms thereof and is qualified in its entirety by the Letter Agreement Amendment which is filed herewith as Exhibit 99.7 and incorporated by reference herein."

Item 7. Material to Be Filed as Exhibits

Item 7 is hereby amended by adding the following as an Exhibit to the Schedule 13D:

Exhibit 99.7:

Letter Agreement Amendment, among ArcLight Energy Partners Fund I, L.P., ArcLight Energy Partners Fund II, L.P., Paul Vining and the Issuer.

* * * *

Each of the undersigned is responsible for the accuracy and completeness of the information in this Amendment No. 2 to Schedule 13D concerning himself or itself, and is not responsible for the accuracy or completeness of the information in this Schedule 13D concerning any other signatories.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 15, 2009

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


/s/ Paul Vining___________________________
Paul Vining

EX-99.7 2 ex99.htm LETTER AGREEMENT ex99.htm

Exhibit 99.7

December 26, 2008

Patriot Coal Corporation

12312 Olive Boulevard, Suite 400

St. Louis, MO 63141

Attention: Joseph W. Bean

Paul Vining

c/oMagnum Coal Company

500 Lee Street East

Suite 900

Charleston, WV 25301

Ladies and Gentlemen:

Reference is made to letter agreement, dated July 22, 2008 (the "Letter Agreement"), among Mr. Paul Vining ("Vining"), Patriot Coal Corporation ("Patriot") and the former stockholders of Magnum Coal Company which are a party thereto, including ArcLight Energy Partners Fund I, L.P. and ArcLight Energy Partners Fund II, L.P., acting jointly, as Stockholder Representative (the "Stockholder Representative"). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Letter Agreement.

Each of the undersigned desires to defer to January 22, 2010 the dates upon which Vining would be entitled to any Directed Shares under the terms of the Letter Agreement. Accordingly, the undersigned desire to amend the Letter Agreement in accordance with the terms of paragraph 6 thereof. Therefore, the undersigned hereto agree that paragraph 1 of the letter agreement be amended and restated as follows:

"1. Delivery of Shares to Vining. Each of the undersigned Designated Stockholders shall (i) on the date that is no later than ten days following January 22, 2010 deliver and convey to Vining such Designated Stockholder's Applicable Percentage of the number of shares of Parent Stock equal to the Directed Share Amount; provided, that Vining is employed by Parent as of January 22, 2010. Upon termination of Vining's employment for any reason, Vining's right to receive Directed Shares after such date shall terminate.

For purposes of this letter agreement (a) "Directed Share Amount" means the number of shares of Parent Stock equal to the quotient obtained by dividing (1) $3,000,000 by (2) the average of the closing price of Parent Stock on the principal stock exchange on which Parent Stock is traded for the 10 consecutive trading days ending five trading days after

January 22, 2010, and (b) "Applicable Percentage" for any Designated Stockholder means the percentage set forth opposite such Designated Stockholder's name on Exhibit A hereto."

* * * *

Please indicate your agreement with the foregoing by executing a copy of this letter agreement.

	Sincerely,

	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, LLC, its General
		Partner

	By: ArcLight Capital Holdings, LLC, its
		Manager

	By: _/s/Daniel R. Revers____________
		Name: Daniel R. Revers
		Title: Manager

Agreed to and acknowledged as of the date
first above written:

PATRIOT COAL CORPORATION

By: /s/Joseph W. Bean_____________________________
Name: Joseph W. Bean
Title:



___/s/Paul Vining_________________________________
Paul Vining

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