Table of Contents
Delaware | 20-5622045 | |||
West Virginia | Affinity Mining Company | 25-1207512 | ||
Delaware | Apogee Coal Company, LLC | 35-0672865 | ||
Delaware | Appalachia Mine Services, LLC | 20-1680233 | ||
Delaware | Beaver Dam Coal Company, LLC | 61-0129825 | ||
Virginia | Big Eagle Rail, LLC | 54-1988672 | ||
Virginia | Big Eagle LLC | 54-1985006 | ||
Delaware | Black Stallion Coal Company, LLC | 20-0657792 | ||
Delaware | Black Walnut Coal Company | 68-0541705 | ||
Delaware | Bluegrass Mine Services, LLC | 43-1540253 | ||
West Virginia | Brook Trout Coal, LLC | 26-0004876 | ||
Delaware | Catenary Coal Company, LLC | 43-1515836 | ||
Delaware | Central States Coal Reserves of Kentucky, LLC | 20-3960681 | ||
Delaware | Charles Coal Company, LLC | 04-2698757 | ||
Delaware | Cleaton Coal Company | 43-1887526 | ||
West Virginia | Coal Clean LLC | 31-1488063 | ||
Delaware | Coal Properties, LLC | 04-2702708 | ||
Delaware | Coal Reserve Holding Limited Liability Company No. 2 | 43-1922735 | ||
West Virginia | Colony Bay Coal Company | 55-0604613 | ||
Delaware | Cook Mountain Coal Company, LLC | 55-0732291 | ||
West Virginia | Coyote Coal Company LLC | 20-8226141 | ||
West Virginia | Dakota LLC | 55-0763723 | ||
West Virginia | Day LLC | 20-0041392 | ||
Kentucky | Dixon Mining Company, LLC | 62-1872287 | ||
Delaware | Dodge Hill Holding JV, LLC | 05-0575436 | ||
Kentucky | Dodge Hill Mining Company, LLC | 61-1378899 | ||
Delaware | Dodge Hill of Kentucky, LLC | 02-0697247 | ||
West Virginia | Eastern Associated Coal, LLC | 25-1125516 | ||
Delaware | Eastern Coal Company, LLC | 20-4099004 | ||
Delaware | Eastern Royalty, LLC | 04-2698759 | ||
Kentucky | Grand Eagle Mining, Inc. | 61-1250622 | ||
Delaware | HCR Holdings, LLC | 20-3405596 | ||
Delaware | Heritage Coal Company LLC | 13-2606920 | ||
Delaware | Highland Mining Company, LLC | 43-1869675 | ||
West Virginia | Highwall Mining LLC | 55-0779955 | ||
West Virginia | Hillside Mining Company | 55-0695451 | ||
West Virginia | Hobet Mining, LLC | 31-4446083 | ||
Delaware | Indian Hill Company | 20-0066123 | ||
West Virginia | Infinity Coal Sales, LLC | 26-0004884 | ||
Delaware | Interior Holdings, LLC | 43-1700075 | ||
West Virginia | IO Coal LLC | 55-0769812 | ||
Delaware | Jarrell’s Branch Coal Company | 73-1625894 | ||
West Virginia | Jupiter Holdings LLC | 31-1688670 |
Table of Contents
Virginia | Kanawha Eagle Coal, LLC | 54-1969926 | ||
West Virginia | Kanawha River Ventures I, LLC | 20-0089445 | ||
West Virginia | Kanawha River Ventures II, LLC | 20-0506578 | ||
West Virginia | Kanawha River Ventures III, LLC | 20-0506617 | ||
Virginia | KE Ventures, LLC | 54-1985007 | ||
West Virginia | Little Creek LLC | 20-0041764 | ||
Delaware | Logan Fork Coal Company | 73-1625895 | ||
Delaware | Magnum Coal Company LLC | 20-3678373 | ||
West Virginia | Magnum Coal Sales LLC | 20-4623056 | ||
Delaware | Martinka Coal Company, LLC | 55-0716084 | ||
West Virginia | Midland Trail Energy LLC | 26-1629024 | ||
Delaware | Midwest Coal Resources II, LLC | 20-8080003 | ||
Delaware | Mountain View Coal Company, LLC | 25-1474206 | ||
Delaware | New Trout Coal Holdings II, LLC | 20-5032361 | ||
West Virginia | North Page Coal Corp. | 31-1210133 | ||
Delaware | Ohio County Coal Company, LLC | 20-8080158 | ||
West Virginia | Panther LLC | 55-0763722 | ||
Delaware | Patriot Coal Company, L.P. | 61-1258748 | ||
Delaware | Patriot Coal Sales LLC | 26-0232530 | ||
Delaware | Patriot Leasing Company LLC | 20-8819264 | ||
Delaware | Patriot Midwest Holdings, LLC | 20-4370400 | ||
Delaware | Patriot Trading LLC | 26-3247515 | ||
Delaware | Patriot Ventures LLC | 80-0175661 | ||
Delaware | Pine Ridge Coal Company, LLC | 55-0737187 | ||
Delaware | Pond Creek Land Resources, LLC | 75-3058253 | ||
West Virginia | Pond Fork Processing LLC | 55-0782677 | ||
West Virginia | Remington Holdings LLC | 20-0063793 | ||
West Virginia | Remington II LLC | 20-0046320 | ||
West Virginia | Remington LLC | 55-0763721 | ||
Delaware | Rivers Edge Mining, Inc. | 43-1898371 | ||
Delaware | Robin Land Company, LLC | 20-4090125 | ||
Delaware | Sentry Mining, LLC | 43-1540251 | ||
Delaware | Snowberry Land Company | 43-1721980 | ||
West Virginia | Speed Mining LLC | 55-0742194 | ||
West Virginia | Sterling Smokeless Coal Company, LLC | 55-0463558 | ||
Delaware | TC Sales Company, LLC | 20-4090162 | ||
Delaware | The Presidents Energy Company LLC | 80-0256382 | ||
West Virginia | Thunderhill Coal LLC | 55-0769813 | ||
Delaware | Trout Coal Holdings, LLC | 26-0004872 | ||
Kentucky | Union County Coal Co., LLC | 74-3096591 | ||
West Virginia | Viper LLC | 20-0041882 | ||
West Virginia | Weatherby Processing LLC | 55-0757147 | ||
West Virginia | Wildcat, LLC | 55-0783526 | ||
West Virginia | Winchester LLC | 20-0052628 | ||
West Virginia | Winifrede Dock Limited Liability Company | 55-0746752 | ||
Indiana | Yankeetown Dock, LLC | 35-0923438 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Exact Name of Registrant as Specified in Its Charter) | (I.R.S. Employer Identification Number) |
St. Louis, Missouri 63141
(314) 275-3600
Senior Vice President — Law &
Administration, General Counsel and
Corporate Secretary
12312 Olive Boulevard, Suite 400
St. Louis, Missouri 63141
(314) 275-3600
Table of Contents
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
offering. o
Large accelerated filer x | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
Proposed Maximum | Proposed Maximum | Amount of | ||||||||||
Title of Each Class of | Amount to be | Aggregate Offering | Aggregate | Registration | ||||||||
Securities to be Registered | Registered(1) | Price per Unit(1) | Offering Price(1) | Fee(1) | ||||||||
Common Stock, par value $0.01 per share (and associated Series A Junior Participating Preferred Stock purchase rights)(2) | ||||||||||||
Preferred Stock | ||||||||||||
Debt Securities | ||||||||||||
Guarantees of Debt Securities(3) | ||||||||||||
Warrants to purchase Common Stock | ||||||||||||
Warrants to purchase Debt Securities | ||||||||||||
Purchase Contracts | ||||||||||||
Units | ||||||||||||
(1) | An indeterminate amount of securities to be offered at indeterminate prices is being registered pursuant to this registration statement. Upon the initial filing of the registration statement, amended by this post-effective amendment, the registrant deferred payment of the registration fee pursuant to Rule 456(b) and omitted this information in reliance on Rule 456(b) and Rule 457(r), except for $8064.36 that had already been paid with respect to securities that were previously registered pursuant to Registration Statement on Form S-3 (No. 333-157645) filed by the Registrant on March 3, 2009 (the “Prior Registration Statement”), and were not sold thereunder. Pursuant to Rule 457(p) under the Securities Act, such unutilized filing fee may be applied to the filing fee payable pursuant to this Registration Statement. The unsold securities pursuant to the Prior Registration Statement were deregistered and the Prior Registration Statement was terminated. | |
(2) | As of the date hereof, rights (the “Rights”) to purchase Series A Junior Participating Preferred Stock, par value $0.01 per share, issued pursuant to the Rights Agreement dated as of October 22, 2007, as amended, between the registrant and American Stock Transfer & Trust Company, as Rights Agent, are attached to and trade with the common stock, par value $0.01 per share, of the registrant. The value of the attributable Rights, if any, is reflected in the market price of the registrant’s common stock. | |
(3) | No separate consideration will be received for the guarantees of the debt securities. |
Table of Contents
Table of Contents
• | common stock; | |
• | preferred stock; | |
• | debt securities; | |
• | warrants; | |
• | purchase contracts; and | |
• | units. |
Page | ||||||||
1 | ||||||||
2 | ||||||||
3 | ||||||||
4 | ||||||||
4 | ||||||||
6 | ||||||||
24 | ||||||||
25 | ||||||||
26 | ||||||||
33 | ||||||||
33 | ||||||||
33 | ||||||||
34 | ||||||||
34 | ||||||||
40 | ||||||||
42 | ||||||||
44 | ||||||||
44 | ||||||||
EX-4.4 | ||||||||
EX-4.8 | ||||||||
EX-5.2 | ||||||||
EX-12.1 | ||||||||
EX-23.1 | ||||||||
EX-25.2 |
Table of Contents
1
Table of Contents
2
Table of Contents
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 Rail, LLC | Logan Fork Coal Company | |
Big Eagle 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 |
3
Table of Contents
(a) | Current Reports on Form 8-K filed on January 5, 2010, January 6, 2010, January 7, 2010, February 23, 2010 (two 8-Ks), March 3, 2010, March 4, 2010 (with respect to Item 1.01 only), March 8, 2010 (two 8-Ks), March 9, 2010, March 16, 2010 and April 26, 2010 (two 8-Ks); |
• | price volatility and demand, particularly in higher margin products; | |
• | geologic, equipment and operational risks associated with mining; | |
• | changes in general economic conditions, including coal, power and steel market conditions; | |
• | availability and costs of competing energy resources; | |
• | regulatory and court decisions including, but not limited to, those impacting permits issued pursuant to the Clean Water Act; | |
• | environmental laws and regulations and changes in the interpretation or enforcement thereof, including those affecting our operations and those affecting our customers’ coal usage; | |
• | developments in greenhouse gas emission regulation and treatment, including any development of commercially successful carbon capture and storage techniques or market-based mechanisms, such as a cap-and-trade system, for regulating greenhouse gas emissions; | |
• | coal mining laws and regulations; | |
• | labor availability and relations; | |
• | the outcome of pending or future litigation; | |
• | changes in the costs to provide healthcare to eligible active employees and certain retirees under postretirement benefit obligations; |
4
Table of Contents
• | changes to contribution requirements to multi-employer retiree healthcare and pension plans; | |
• | reductions of purchases or deferral of shipments by major customers; | |
• | availability and costs of credit, surety bonds and letters of credit; | |
• | customer performance and credit risks; | |
• | inflationary trends, including those impacting materials used in our business; | |
• | worldwide economic and political conditions; | |
• | downturns in consumer and company spending; | |
• | supplier and contract miner performance, and the availability and cost of key equipment and commodities; | |
• | availability and costs of transportation; | |
• | difficulty in implementing our business strategy; | |
• | our ability to replace proven and probable coal reserves; | |
• | the outcome of commercial negotiations involving sales contracts or other transactions; | |
• | our ability to respond to changing customer preferences; | |
• | our dependence on Peabody Energy for a significant portion of our revenues; | |
• | failure to comply with debt covenants; | |
• | the effects of mergers, acquisitions and divestitures, including our ability to successfully integrate mergers and acquisitions; | |
• | weather patterns affecting energy demand; | |
• | competition in our industry; | |
• | interest rate fluctuation; | |
• | wars and acts of terrorism or sabotage; | |
• | impact of pandemic illness; and | |
• | other factors, including those discussed in Legal Proceedings, set forth in Part I, Item 3 of our Annual Report on Form 10-K for the year ended December 31, 2009 and in Part II, Item 1 of our Quarterly Report on Form 10-Q for the three months ended March 31, 2010. |
5
Table of Contents
6
Table of Contents
7
Table of Contents
8
Table of Contents
9
Table of Contents
10
Table of Contents
11
Table of Contents
12
Table of Contents
13
Table of Contents
14
Table of Contents
15
Table of Contents
16
Table of Contents
17
Table of Contents
18
Table of Contents
19
Table of Contents
20
Table of Contents
21
Table of Contents
22
Table of Contents
23
Table of Contents
Three Months | Three Months | |||||||||||||||||||||||||||
Ended | Ended | Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | ||||||||||||||||||||||
March 31, | March 31, | December 31, | December 31, | December 31, | December 31, | December 31, | ||||||||||||||||||||||
2010 | 2009 | 2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||||||||
Ratio of earnings to fixed charges | 1.4 | x | 3.8 | x | 3.5 | x | 5.4 | x(1) | N/A | (2) | 1.9 | x | 2.7 | x |
(1) | The ratio of earnings to fixed charges for the year ended December 31, 2008 has been adjusted to reflect the retrospective application of authoritative guidance. | |
(2) | Earnings were insufficient to cover fixed charges by $102.5 million for the year ended December 31, 2007. |
24
Table of Contents
25
Table of Contents
26
Table of Contents
• | the Board of Directors approved the business combination before the stockholder became an interested stockholder, or the Board approved the transaction that resulted in the stockholder becoming an interested stockholder; | |
• | upon completion of the transaction which resulted in the stockholder becoming an interested stockholder, such stockholder owned at least 85% of the voting stock outstanding when the transaction began |
27
Table of Contents
other than shares held by directors who are also officers and other than shares held by certain employee stock plans; |
• | or the Board approved the business combination after the stockholder became an interested stockholder and the business combination was approved at a meeting by at least two-thirds of the outstanding voting stock not owned by such stockholder. |
28
Table of Contents
29
Table of Contents
30
Table of Contents
31
Table of Contents
32
Table of Contents
• | debt or equity securities issued by us (but not securities of third parties) or any combination thereof; | |
• | currencies; or | |
• | commodities. |
33
Table of Contents
• | the designation, aggregate principal amount and authorized denominations; | |
• | the maturity date; | |
• | the interest rate, if any, and the method for calculating the interest rate; | |
• | the interest payment dates and the record dates for the interest payments; | |
• | any mandatory or optional redemption terms or prepayment, conversion, sinking fund or exchangeability or convertability provisions; | |
• | the place where we will pay principal and interest; | |
• | if other than denominations of $1,000 or multiples of $1,000, the denominations the debt securities will be issued in; | |
• | additional provisions, if any, relating to the defeasance of the debt securities; | |
• | the currency or currencies, if other than the currency of the United States, in which principal and interest will be paid; | |
• | any United States federal income tax consequences; | |
• | the dates on which premium, if any, will be paid; | |
• | our right, if any, to defer payment interest and the maximum length of this deferral period; | |
• | whether and the extent that the debt securities shall be guaranteed by the guarantors and the form of any such guarantee; | |
• | any listing on a securities exchange; | |
• | the initial public offering price; and | |
• | other specific terms, including any additional events of default or covenants. |
34
Table of Contents
35
Table of Contents
• | cure ambiguities, defects or inconsistencies; | |
• | provide for the assumption of our obligations in the case of a merger or consolidation; | |
• | make any change that would provide any additional rights or benefits to the holders of the debt securities of a series; | |
• | add guarantors with respect to the debt securities of any series; | |
• | secure the debt securities of a series; | |
• | establish the form or forms of debt securities of any series; | |
• | maintain the qualification of the indenture under the Trust Indenture Act; or | |
• | make any change that does not adversely affect the rights of any holder. |
• | reduce the principal amount, or extend the fixed maturity, of the debt securities, or alter or waive the redemption provisions of the debt securities; | |
• | change the currency in which principal, any premium or interest is paid; |
36
Table of Contents
• | reduce the percentage in principal amount outstanding of debt securities of any series which must consent to an amendment, supplement or waiver or consent to take any action; | |
• | impair the right to institute suit for the enforcement of any payment on the debt securities; | |
• | waive a payment default with respect to the debt securities or any guarantee; | |
• | reduce the interest rate or extend the time for payment of interest on the debt securities; | |
• | adversely affect the ranking of the debt securities of any series; | |
• | release any guarantor from any of its obligations under its guarantee or the indenture, except in compliance with the terms of the indenture. |
• | Patriot shall be the continuing person or, if Patriot is not the continuing person, the resulting, surviving or transferee person (the “surviving entity”) is a company organized and existing under the laws of the United States or any State or territory; | |
• | the surviving entity will expressly assume all of our obligations under the debt securities and the indenture, and will, if required by law to effectuate the assumption, execute a supplemental indenture which will be delivered to the trustee and will be in form and substance reasonably satisfactory to the trustee; | |
• | immediately after giving effect to such transaction or series of transactions on a pro forma basis, no default has occurred and is continuing; and | |
• | Patriot or the surviving entity will have delivered to the trustee an officers’ certificate and opinion of counsel stating that the transaction or series of transactions and a supplemental indenture, if any, complies with this covenant and that all conditions precedent in the indenture relating to the transaction or series of transactions have been satisfied. |
• | either: |
• | all debt securities of any series issued that have been authenticated and delivered have been delivered to the trustee for cancellation; or | |
• | all the debt securities of any series issued that have not been delivered to the trustee for cancellation will become due and payable within one year (a “Discharge”) and we have made irrevocable arrangements satisfactory to the trustee for the giving of notice of redemption by such trustee in our |
37
Table of Contents
name, and at our expense and we have irrevocably deposited or caused to be deposited with the trustee sufficient funds to pay and discharge the entire indebtedness on the series of debt securities to pay principal, interest and any premium; |
• | we have paid or caused to be paid all other sums then due and payable under the indenture; and | |
• | we have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent under the indenture relating to the satisfaction and discharge of the indenture have been complied with. |
• | the rights of holders of the debt securities to receive principal, interest and any premium when due; | |
• | our obligations with respect to the debt securities concerning issuing temporary debt securities, registration of transfer of debt securities, mutilated, destroyed, lost or stolen debt securities and the maintenance of an office or agency for payment for security payments held in trust; | |
• | the rights, powers, trusts, duties and immunities of the trustee; and | |
• | the defeasance provisions of the indenture. |
• | we must irrevocably have deposited or caused to be deposited with the trustee as trust funds for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the holders of the debt securities of a series: |
• | money in an amount; | |
• | United States Government Obligations; or | |
• | a combination of money and United States Government Obligations, |
• | in the case of legal defeasance, we have delivered to the trustee an opinion of counsel stating that, under then applicable federal income tax law, the holders of the debt securities of that series will not recognize gain or loss for federal income tax purposes as a result of the deposit, defeasance and discharge to be effected and will be subject to the same federal income tax as would be the case if the deposit, defeasance and discharge did not occur; | |
• | in the case of covenant defeasance, we have delivered to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and covenant defeasance to be effected and will be subject to the same federal income tax as would be the case if the deposit and covenant defeasance did not occur; |
38
Table of Contents
• | no default with respect to the outstanding debt securities of that series has occurred and is continuing at the time of such deposit after giving effect to the deposit or, in the case of legal defeasance, no default relating to bankruptcy or insolvency has occurred and is continuing at any time on or before the 91st day after the date of such deposit, it being understood that this condition is not deemed satisfied until after the 91st day; | |
• | the legal defeasance or covenant defeasance will not cause the trustee to have a conflicting interest within the meaning of the Trust Indenture Act, assuming all debt securities of a series were in default within the meaning of such Act; | |
• | the legal defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which we are a party; | |
• | the legal defeasance or covenant defeasance will not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless the trust is registered under such Act or exempt from registration; and | |
• | we have delivered to the trustee an officers’ certificate and an opinion of counsel stating that all conditions precedent with respect to the defeasance or covenant defeasance have been complied with. |
39
Table of Contents
40
Table of Contents
41
Table of Contents
• | directly to purchasers; | |
• | through agents; | |
• | through underwriters; and | |
• | through dealers. |
• | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchases; | |
• | block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; | |
• | purchases by a broker-dealer as principal and resales by the broker-dealer for its own account; | |
• | an exchange distribution in accordance with the rules of the applicable exchange; | |
• | privately negotiated transactions; | |
• | directly through one or more purchasers; | |
• | in market transactions, including, without limitation, over the counter transactions; | |
• | derivative transactions or transactions involving other similar instruments; | |
• | a combination of any of these methods of sale; or | |
• | any other method permitted by applicable law. |
• | the market price prevailing at the time of sale; | |
• | a price related to the prevailing market price; | |
• | at negotiated prices; or | |
• | a price the selling security holder determines from time to time. |
• | the name or names of any underwriters, dealers or agents; | |
• | the purchase price of the securities and the proceeds to us from the sale; | |
• | any underwriting discounts and commissions or agency fees and other items constituting underwriters’ or agents’ compensation; and | |
• | any delayed delivery arrangements. |
42
Table of Contents
43
Table of Contents
44
Table of Contents
Item 14. | Other Expenses of Issuance and Distribution |
Amount | ||||
to be Paid | ||||
Registration fee | $ | 0 | * | |
Printing | $ | 100,000 | ||
Legal fees and expenses (including Blue Sky fees) | $ | 200,000 | ||
Rating Agency fees | $ | 100,000 | ||
Accounting fees and expenses | $ | 100,000 | ||
Miscellaneous | $ | 100,000 | ||
TOTAL | $ | 600,000 | ||
* | Patriot deferred payment of the registration fee pursuant to Rule 456(b) and omitted this information in reliance on Rule 456(b) and Rule 457(r), except for $8064.36 that had already been paid with respect to securities that were previously registered pursuant to the Registration Statement on Form S-3 (No. 333-157645) filed by Patriot on March 3, 2009 (the “Prior Registration Statement”), and were not sold thereunder. Pursuant to Rule 457(p) under the Securities Act, such unutilized filing fee may be applied to the filing fee payable pursuant to this Registration Statement. |
Item 15. | Indemnification of Directors and Officers |
II-1
Table of Contents
II-2
Table of Contents
Item 16. | Exhibits and Financial Statement Schedules |
Exhibit | ||||
No. | Document | |||
1 | .1 | Form of Equity Underwriting Agreement* | ||
1 | .2 | Form of Debt Underwriting Agreement* | ||
4 | .1 | Amended and Restated Certificate of Incorporation of Patriot Coal Corporation (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed on October 25, 2007)* | ||
4 | .2 | Amended and Restated By-Laws of Patriot Coal Corporation (Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed on October 25, 2007)* | ||
4 | .3 | Form of Indenture between the Registrant and Wilmington Trust Company* | ||
4 | .4 | Form of Note | ||
4 | .5 | Form of Warrant Agreement** | ||
4 | .6 | Form of Purchase Contract** | ||
4 | .7 | Form of Unit Agreement** | ||
4 | .8 | Form of First Supplemental Indenture | ||
5 | .1 | Opinion of Davis Polk & Wardwell LLP* | ||
5 | .2 | Opinion of Davis Polk & Wardwell LLP | ||
12 | .1 | Statement regarding computation of Ratios of Earnings to Fixed Charges | ||
23 | .1 | Consent of Ernst & Young LLP | ||
23 | .2 | Consent of Marshall Miller & Associates, Inc.* | ||
23 | .3 | Consent of Weir International, Inc.* | ||
23 | .4 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)* | ||
23 | .5 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.2) | ||
24 | .1 | Power of Attorney of Patriot* | ||
24 | .2 | Power of Attorney of Guarantors (included on the Guarantor signature pages of the Registration Statement) | ||
25 | .1 | Statement of Eligibility on Form T-1 of Wilmington Trust Company for Indenture* | ||
25 | .2 | Statement of Eligibility on Form T-1 of Wilmington Trust Company for First Supplemental Indenture |
* | Previously filed as an exhibit to this Registration Statement. | |
** | To be filed by amendment on Form 8-K. |
Item 17. | Undertakings |
II-3
Table of Contents
II-4
Table of Contents
II-5
Table of Contents
By: | /s/ Richard M. Whiting |
Signature | Title | Date | ||||
/s/ Richard M. Whiting Richard M. Whiting | Chief Executive Officer and Director (principal executive officer) | April 26, 2010 | ||||
* Mark N. Schroeder | Senior Vice President and Chief Financial Officer (principal financial and accounting officer) | April 26, 2010 | ||||
* Irl F. Engelhardt | Chairman of the Board and Director | April 26, 2010 | ||||
* J. Joe Adorjan | Director | April 26, 2010 | ||||
* B. R. Brown | Director | April 26, 2010 | ||||
* John F. Erhard | Director | April 26, 2010 | ||||
* Michael P. Johnson | Director | April 26, 2010 | ||||
* John E. Lushefski | Director | April 26, 2010 | ||||
* Michael M. Scharf | Director | April 26, 2010 | ||||
* Robb E. Turner | Director | April 26, 2010 | ||||
* Robert O. Viets | Director | April 26, 2010 | ||||
*By: | /s/ Richard M. Whiting Richard M. Whiting, as Attorney-in-Fact |
II-6
Table of Contents
By: | /s/ Paul H. Vining |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President and Director (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
/s/ Mark N. Schroeder Mark N. Schroeder | Vice President and Director | April 26, 2010 | ||||
/s/ Joseph W. Bean Joseph W. Bean | Assistant Secretary and Director | April 26, 2010 |
II-7
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
NEW TROUT COAL HOLDINGS II, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-8
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
EASTERN COAL COMPANY, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-9
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
PATRIOT COAL CORPORATION | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-10
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
KE VENTURES, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-11
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
BIG EAGLE LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-12
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
BLACK WALNUT COAL COMPANY | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-13
Table of Contents
By: | /s/ Paul H. Vining |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President and Director (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
/s/ Mark N. Schroeder Mark N. Schroeder | Vice President and Director | April 26, 2010 | ||||
/s/ Joseph W. Bean Joseph W. Bean | Secretary and Director | April 26, 2010 |
II-14
Table of Contents
By: | PATRIOT COAL CORPORATION |
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
PATRIOT COAL CORPORATION | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-15
Table of Contents
By: | TROUT COAL HOLDINGS, LLC |
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
TROUT COAL HOLDINGS, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-16
Table of Contents
By: | VIPER LLC |
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
VIPER LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-17
Table of Contents
By: | PATRIOT COAL CORPORATION |
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
PATRIOT COAL CORPORATION | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-18
Table of Contents
By: | EASTERN ASSOCIATED COAL, LLC |
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
EASTERN ASSOCIATED COAL, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-19
Table of Contents
By: | /s/ Charles A. Ebetino, Jr. |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
/s/ Paul H. Vining Paul H. Vining | Director | April 26, 2010 | ||||
/s/ Mark N. Schroeder Mark N. Schroeder | Vice President and Director | April 26, 2010 | ||||
/s/ Joseph W. Bean Joseph W. Bean | Secretary and Director | April 26, 2010 |
II-20
Table of Contents
By: | INFINITY COAL SALES, LLC |
By: | /s/ Robert L. Mead |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
INFINITY COAL SALES, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-21
Table of Contents
By: | /s/ Robert L. Mead |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
HERITAGE COAL COMPANY LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-22
Table of Contents
By: | MARTINKA COAL COMPANY, LLC |
By: | /s/ Robert L. Mead |
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr Charles A. Ebetino, Jr | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 |
II-23
Table of Contents
Signature | Title | Date | ||||
MARTINKA COAL COMPANY, LLC | Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 | ||||
HERITAGE COAL COMPANY LLC | Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-24
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 |
II-25
Table of Contents
Signature | Title | Date | ||||
EASTERN ASSOCIATED COAL, LLC | Partner | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 | ||||
CHARLES COAL COMPANY | Partner | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-26
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
EASTERN COAL COMPANY, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-27
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
MAGNUM COAL COMPANY LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-28
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
NEW TROUT COAL HOLDINGS II, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-29
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
NEW TROUT COAL HOLDINGS II, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-30
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
DODGE HILL HOLDING JV, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-31
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
INDIAN HILL COMPANY | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-32
Table of Contents
By: | /s/ ��Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
DODGE HILL OF KENTUCKY, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-33
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
DODGE HILL HOLDING JV, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-34
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
COAL PROPERTIES, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-35
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Mark N. Schroeder Mark N. Schroeder | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
PATRIOT COAL CORPORATION | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-36
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
EASTERN COAL COMPANY, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-37
Table of Contents
By: | /s/ Paul H. Vining |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President and Director (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
/s/ Mark N. Schroeder Mark N. Schroeder | Vice President and Director | April 26, 2010 | ||||
/s/ Joseph W. Bean Joseph W. Bean | Secretary and Director | April 26, 2010 |
II-38
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
PATRIOT COAL CORPORATION | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-39
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
INTERIOR HOLDINGS, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-40
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
INTERIOR HOLDINGS, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-41
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
INFINITY COAL SALES, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-42
Table of Contents
By: | /s/ Paul H. Vining |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President and Director (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
/s/ Mark N. Schroeder Mark N. Schroeder | Vice President and Director | April 26, 2010 | ||||
/s/ Joseph W. Bean Joseph W. Bean | Secretary and Director | April 26, 2010 |
II-43
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
NEW TROUT COAL HOLDINGS II, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-44
Table of Contents
By: | /s/ Charles A. Ebetino, Jr. |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
/s/ Paul H. Vining Paul H. Vining | Director | April 26, 2010 | ||||
/s/ Mark N. Schroeder Mark N. Schroeder | Vice President and Director | April 26, 2010 | ||||
/s/ Joseph W. Bean Joseph W. Bean | Secretary and Director | April 26, 2010 |
II-45
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Mark N. Schroeder Mark N. Schroeder | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
BROOK TROUT COAL, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-46
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Mark N. Schroeder Mark N. Schroeder | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
EASTERN COAL COMPANY, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-47
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
INFINITY COAL SALES, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-48
Table of Contents
By: | /s/ Paul H. Vining |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President and Director (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
/s/ Mark N. Schroeder Mark N. Schroeder | Vice President and Director | April 26, 2010 | ||||
/s/ Joseph W. Bean Joseph W. Bean | Secretary and Director | April 26, 2010 |
II-49
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
BROOK TROUT COAL, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-50
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Gary W. Halstead Gary W. Halstead | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
KE VENTURES, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-51
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 |
II-52
Table of Contents
Signature | Title | Date | ||||
SNOWBERRY LAND COMPANY | Member | |||||
By: /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 | |||||
KANAWHA EAGLE COAL, LLC | Member | |||||
By: /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-53
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
REMINGTON II LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-54
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
REMINGTON II LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-55
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
SNOWBERRY LAND COMPANY | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-56
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Robert W. Bennett Robert W. Bennett | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
BROOK TROUT COAL, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-57
Table of Contents
By: | /s/ Paul H. Vining |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President and Director (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
/s/ Mark N. Schroeder Mark N. Schroeder | Vice President and Director | April 26, 2010 | ||||
/s/ Joseph W. Bean Joseph W. Bean | Secretary and Director | April 26, 2010 |
II-58
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
PATRIOT COAL CORPORATION | Sole Member | |||||
By: /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-59
Table of Contents
By: | BROOK TROUT COAL, LLC |
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Robert W. Bennett Robert W. Bennett | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
BROOK TROUT COAL, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-60
Table of Contents
By: | COAL PROPERTIES, LLC |
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasure (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
COAL PROPERTIES, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-61
Table of Contents
By: | REMINGTON II LLC |
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasure (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
REMINGTON II LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-62
Table of Contents
By: | PATRIOT COAL CORPORATION |
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
PATRIOT COAL CORPORATION | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-63
Table of Contents
By: | COAL PROPERTIES, LLC |
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
COAL PROPERTIES, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-64
Table of Contents
By: | MAGNUM COAL COMPANY LLC |
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
MAGNUM COAL COMPANY LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-65
Table of Contents
By: | /s/ Paul H. Vining |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President and Director (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
/s/ Mark N. Schroeder Mark N. Schroeder | Vice President and Director | April 26, 2010 | ||||
/s/ Joseph W. Bean Joseph W. Bean | Assistant Secretary and Director | April 26, 2010 |
II-66
Table of Contents
By: | MIDWEST COAL RESOURCES II, LLC |
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
MIDWEST COAL RESOURCES II, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-67
Table of Contents
By: | BROOK TROUT COAL, LLC |
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
BROOK TROUT COAL, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-68
Table of Contents
By: | MIDWEST COAL RESOURCES II, LLC |
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 |
II-69
Table of Contents
Signature | Title | Date | ||||
MIDWEST COAL RESOURCES II, LLC | Partner | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 | ||||
By: | PATRIOT MIDWEST HOLDINGS, LLC | Partner | ||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-70
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Robert W. Bennett Robert W. Bennett | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
PATRIOT COAL CORPORATION | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-71
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Mark N. Schroeder Mark N. Schroeder | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
PATRIOT COAL CORPORATION | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-72
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
MIDWEST COAL RESOURCES II, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-73
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Robert W. Bennett Robert W. Bennett | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
PATRIOT COAL CORPORATION | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-74
Table of Contents
By: | PATRIOT COAL CORPORATION |
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
PATRIOT COAL CORPORATION | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-75
Table of Contents
By: | COAL PROPERTIES, LLC |
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
COAL PROPERTIES, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-76
Table of Contents
By: | HERITAGE COAL COMPANY LLC |
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
HERITAGE COAL COMPANY LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-77
Table of Contents
By: | INFINITY COAL SALES, LLC |
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
INFINITY COAL SALES, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-78
Table of Contents
By: | TROUT COAL HOLDINGS, LLC |
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
TROUT COAL HOLDINGS, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-79
Table of Contents
By: | PANTHER LLC |
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
PANTHER LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-80
Table of Contents
By: | REMINGTON HOLDINGS LLC |
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
REMINGTON HOLDINGS LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-81
Table of Contents
By: | /s/ Paul H. Vining |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President and Director (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
/s/ Mark N. Schroeder Mark N. Schroeder | Vice President and Director | April 26, 2010 | ||||
/s/ Joseph W. Bean Joseph W. Bean | Assistant Secretary and Director | April 26, 2010 |
II-82
Table of Contents
By: | INFINITY COAL SALES, LLC |
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
INFINITY COAL SALES, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-83
Table of Contents
By: | PATRIOT COAL CORPORATION |
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
PATRIOT COAL CORPORATION | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-84
Table of Contents
By: | /s/ Charles A. Ebetino, Jr. |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President and Director (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
/s/ Mark N. Schroeder Mark N. Schroeder | Vice President and Director | April 26, 2010 | ||||
/s/ Joseph W. Bean Joseph W. Bean | Secretary and Director | April 26, 2010 |
II-85
Table of Contents
By: | INFINITY COAL SALES, LLC |
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
INFINITY COAL SALES, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. Mead Title: Vice President and Treasurer | April 26, 2010 |
II-86
Table of Contents
By: | /s/ Robert L. Mead |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
EASTERN ASSOCIATED COAL, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. MeadTitle: Vice President and Treasurer | April 26, 2010 |
II-87
Table of Contents
By: | /s/ Robert L. Mead |
Title: | Vice President and Treasurer |
Signature | Title | Date | ||||
/s/ Robert W. Bennett Robert W. Bennett | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
INFINITY COAL SALES, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. MeadTitle: Vice President and Treasurer | April 26, 2010 |
II-88
Table of Contents
By: | /s/ Robert L. Mead |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
REMINGTON II LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. MeadTitle: Vice President and Treasurer | April 26, 2010 |
II-89
Table of Contents
By: | /s/ Robert L. Mead |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
INFINITY COAL SALES, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. MeadTitle: Vice President and Treasurer | April 26, 2010 |
II-90
Table of Contents
By: | /s/ Robert L. Mead |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
MAGNUM COAL COMPANY LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. MeadTitle: Vice President and Treasurer | April 26, 2010 |
II-91
Table of Contents
By: | /s/ Robert L. Mead |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
DODGE HILL MINING COMPANY, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. MeadTitle: Vice President and Treasurer | April 26, 2010 |
II-92
Table of Contents
By: | /s/ Robert L. Mead |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
NEW TROUT COAL HOLDINGS II, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. MeadTitle: Vice President and Treasurer | April 26, 2010 |
II-93
Table of Contents
By: | /s/ Robert L. Mead |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
INFINITY COAL SALES, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. MeadTitle: Vice President and Treasurer | April 26, 2010 |
II-94
Table of Contents
By: | /s/ Robert L. Mead |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
BROOK TROUT COAL, LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. MeadTitle: Vice President and Treasurer | April 26, 2010 |
II-95
Table of Contents
By: | /s/ Robert L. Mead |
Signature | Title | Date | ||||
/s/ Robert W. Bennett Robert W. Bennett | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
REMINGTON II LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. MeadTitle: Vice President and Treasurer | April 26, 2010 |
II-96
Table of Contents
By: | /s/ Robert L. Mead |
Signature | Title | Date | ||||
/s/ Charles A. Ebetino, Jr. Charles A. Ebetino, Jr. | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
BIG EAGLE LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. MeadTitle: Vice President and Treasurer | April 26, 2010 |
II-97
Table of Contents
By: | /s/ Robert L. Mead |
Signature | Title | Date | ||||
/s/ Paul H. Vining Paul H. Vining | President (principal executive officer) | April 26, 2010 | ||||
/s/ Robert L. Mead Robert L. Mead | Vice President and Treasurer (principal financial officer and principal accounting officer) | April 26, 2010 | ||||
HERITAGE COAL COMPANY LLC | Sole Member | |||||
By: | /s/ Robert L. Mead Name: Robert L. MeadTitle: Vice President and Treasurer | April 26, 2010 |
II-98
Table of Contents
Exhibit | ||||
No. | Document | |||
1 | .1 | Form of Equity Underwriting Agreement* | ||
1 | .2 | Form of Debt Underwriting Agreement* | ||
4 | .1 | Amended and Restated Certificate of Incorporation of Patriot Coal Corporation (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed on October 25, 2007)* | ||
4 | .2 | Amended and Restated By-Laws of Patriot Coal Corporation (Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed on October 25, 2007)* | ||
4 | .3 | Form of Indenture between the Registrant and Wilmington Trust Company* | ||
4 | .4 | Form of Note | ||
4 | .5 | Form of Warrant Agreement** | ||
4 | .6 | Form of Purchase Contract** | ||
4 | .7 | Form of Unit Agreement** | ||
4 | .8 | Form of First Supplemental Indenture | ||
5 | .1 | Opinion of Davis Polk & Wardwell LLP* | ||
5 | .2 | Opinion of Davis Polk & Wardwell LLP | ||
12 | .1 | Statement regarding computation of Ratios of Earnings to Fixed Charges | ||
23 | .1 | Consent of Ernst & Young LLP | ||
23 | .2 | Consent of Marshall Miller & Associates, Inc.* | ||
23 | .3 | Consent of Weir International, Inc.* | ||
23 | .4 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)* | ||
23 | .5 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.2) | ||
24 | .1 | Power of Attorney of Patriot* | ||
24 | .2 | Power of Attorney of Guarantors (included on the Guarantor signature pages of the Registration Statement) | ||
25 | .1 | Statement of Eligibility on Form T-1 of Wilmington Trust Company for Indenture* | ||
25 | .2 | Statement of Eligibility on Form T-1 of Wilmington Trust Company for First Supplemental Indenture |
* | Previously filed as an exhibit to this Registration Statement. | |
** | To be filed by amendment on Form 8-K. |
II-99