EX-99.01 2 dp41946_8k-ex991.htm EXHIBIT 99.01
Exhibit 99.01
 

$375 Million Credit Facilities Public Lenders' Presentation

November 14, 2013



 
 
 
 

 
 
 

Statement on Forward-Looking Information


Some of the following information contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, as amended, and is intended to come within the
safe-harbor protection provided by those sections.

Forward-Looking Statements
Certain statements in this presentation are forward-looking as defined in the
Private Securities Litigation Reform Act of 1995.  These statements involve
certain risks and uncertainties that may be beyond our control and may cause
our actual future results to differ materially from our current expectations
both in connection with the Chapter 11 filings Patriot announced on July 9,
2012 and our business and financial prospects. No assurance can be made that
these events will come to fruition. Patriot undertakes no obligation (and
expressly disclaims any such obligation) to publicly update or revise any
forward-looking statement, whether as a result of new information, future
events or otherwise. Factors that could affect our results include, but are not
limited to: (i) the ability of Patriot and its subsidiaries to continue as a
going concern, (ii) the ability of Patriot and its subsidiaries to operate
within the restrictions and liquidity limitations of the post-petition credit
facilities authorized by the Bankruptcy Court, (iii) the ability of Patriot and
its subsidiaries to obtain Bankruptcy Court approval with respect to motions in
the Chapter 11 cases, (iv) the ability of Patriot and its subsidiaries to
successfully complete a reorganization under Chapter 11 and emerge from
bankruptcy, which is dependent upon, among other things, the ability to
implement changes to wage and benefit programs and postretirement benefit
obligations consensually or pursuant to section 1113 and 1114 of the Bankruptcy
Code, to minimize liabilities upon emergence and to obtain post-bankruptcy
financing, (v) the effects of the bankruptcy filing on Patriot and its
subsidiaries and the interests of various creditors, equity holders and other
constituents, (vi) Bankruptcy Court rulings in the Chapter 11 cases and the
outcome of the cases in general, (vii) the length of time Patriot and its
subsidiaries will operate under the Chapter 11 cases, (viii) risks associated
with third-party motions in the Chapter 11 cases, which may interfere with the
ability of Patriot and its subsidiaries to develop one or more plans of
reorganization and consummate such plans once they are developed, (ix) the
potential adverse effects of the Chapter 11 proceedings on Patriot's liquidity
or results of operations, (x) the ability to execute Patriot's business and
restructuring plans, (xi) increased legal costs related to Patriot's bankruptcy
filing and other litigation, and (xii) the ability of Patriot and its
subsidiaries to maintain contracts that are critical to their operation,
including to obtain and maintain normal terms with their vendors, customers,
landlords and service providers and to retain key executives, managers and
employees. In the event that the risks disclosed in Patriot's public filings
and those discussed above cause results to differ materially from those
expressed in Patriot's forward-looking statements, Patriot's business,
financial condition, results of operations or liquidity, and the interests of
creditors, equity holders and other constituents, could be materially adversely
affected. For additional information concerning factors that could cause actual
results to materially differ from those projected herein, please refer to
Patriot's Form 10-K and Form 10-Q reports. When considering any investment,
each lender should always conduct its own legal and financial due diligence
before making any investment decision.

1


 
 
 
 

 
 
 

Table of Contents

1. Introduction                    3

2. Transaction Overview            4

3. Knighthead Capital Management, LLC 8

4. Company Overview 9

5. Marketing Overview 15

6. Credit Highlights 21

7. Financial Overview 29

8. Syndication 36

9. Public Qand A

2


 
 
 
 

 
 
 

Introduction


 
 
 
 

 
 
 

Introduction

Barclays

Name Title

Managing Director
Jeff Ogden
Leveraged Finance Syndicate

Knighthead Capital

 Name Title Tom Wagner Co-Founder

Patriot Coal

Name Title

President and  CEO
Bennett K. Hatfield

Senior Vice President and  CFO
John E. Lushefski

Vice President and Treasurer
Robert L. Mead


 
 
 
 

 
 
 

Transaction Overview


 
 
 
 

 
 
 

Transaction Summary

[] In mid-December 2013, Patriot Coal Corporation ("Patriot" or the "Company")
expects to emerge from Chapter 11 [] Since the filing in July 2012, the Company
has continued to operate productively and has undertaken several steps to
strengthen its balance sheet and increase the competitiveness of its operations


-- Focused mining operations on highest margin products and closed or idled
certain uneconomic mines

-- Addressed the Company's labor and legacy liability issues, reducing total
liabilities by ~$1.7 billion and driving down annual cash costs by ~$130
million

-- Implemented cost reduction initiatives to enhance competitiveness

-- Effectively used bankruptcy process to reject uneconomic contracts

[] In conjunction with emergence from Chapter 11, Patriot expects to have the
following credit facilities in place (together, the "Credit Facilities"):

-- New $125 million Senior Secured ABL Facility (the "ABL Facility"), undrawn
at closing

-- Approximately $201 million 1st Lien / 1st Out Senior Secured L/C Facility
(the "L/C Facility")

-- New $250 million 1st Lien / 2nd Out Senior Secured Term Loan (the "Term
Loan")

[] Patriot will also receive $250 million of junior capital investment (the
"Backstop Party Investment") from a Rights Offering backstopped by Knighthead
Capital Management, LLC ("Knighthead") and certain other investors
(collectively, the "Backstop Parties")

Patriot is ready to emerge from Chapter 11 with a vastly improved cost
structure and a dramatically de-levered balance sheet


 
 
 
 

 
 
 

Sources and Uses

Sources and Uses Letters of Credit

($ in millions) ($ in millions)

Sources Amount % L/C Sources Amount %
Release of Cash Collateral Deposits $50 7% L/C Facility $201 59% Arch and
Peabody Settlements 36 5% L/Cs Assumed by Arch and Peabody 141 41% $250 Million
Term Loan 250 37% Total L/C Sources $342 100% Backstop Party Investment (1) 263
39% Balance Sheet Cash 78 12% L/C Uses Amount % Total Sources $677 100%
Existing 2nd Out L/C Facility $281 82% Existing L/Cs Under DIP A/R Facility 61
18%
Uses Amount % Total L/C Uses $342 100%
Repay DIP Term Loan $375 55% VEBA Contribution (2) 10 1% Admin Claims, Fees and
Other 57 8% Other Emergence Costs 35 5% Balance Sheet Cash (3) 187 28% PIK
Backstop Fee 13 2%
Total Uses $677 100%

___________________________
Source: Patriot Coal Disclosure Statement (DKT 4928).
1. Backstop Party Investment consists of a $250 million 10-year 2nd Lien PIK
Note plus $13 million PIK backstop fee.
2. Voluntary Employee Beneficiary Association ("VEBA").
3. Cash adjusted for all bankruptcy cost and settlement receipts.

5


 
 
 
 

 
 
 

Exit Capitalization

Pro Forma Capitalization
($ in millions) Chapter 11 Entry Chapter 11 Proposed Exit As of Pro Forma As of
Pro Forma 7/9/2012 Adj. DIP Financing 12/31/2013E Adj. Refinancing

Cash and Cash Equivalents (1) $34 $314 $348 $78 $109 $187
Pre Petition Debt
Pre Petition Revolving Credit Facility 25 (25) -- -- --Capitalized Leases and
Other -- -- 14 14 Promissory Notes 7 7 -- --8.250% Senior Unsecured Notes 250
250 250 (250) --3.250% Convertible Senior Notes 200 200 200 (200) --
Post Petition Debt
New $125 Million ABL -- -- -- --New 1st Lien / 1st Out $201 Million L/C
Facility -- -- -- --New 1st Lien / 2nd Out $250 Million Term Loan -- -- -- 250
250 DIP Revolver ABL Facility -- -- -- --DIP Second Out L/C Facility -- -- --
-- --DIP Term Loan -- 375 375 375 (375) --
Total Debt $482 $832 $839 $264 Net Debt 448 484 761 77
Backstop Party Investment (2) -- -- -- $263 $263

Credit Statistics
2Q 2012 2Q 2012 LTM 9/30/2013 PF LTM 9/30/13
LTM Adj. EBITDA $136 $136 $141 $141 Interest Expense 29 NM NM 42 LTM Adj.
EBITDA / Interest Expense 4.7x NM NM 3.3x 1st Lien Debt / LTM Adj. EBITDA 0.0x
2.8x 2.7x 1.8x Net 1st Lien Debt / LTM Adj. EBITDA NM 0.2x 2.1x 0.4x Total Debt
/ LTM Adj. EBITDA 3.5x 6.1x 5.9x 1.9x Net Debt / LTM Adj. EBITDA 3.3x 3.6x 5.4x
0.5x

Liquidity
Cash and  Cash Equivalents $78 $187 Revolver / ABL Facilities (3) 125 125 Less:
L/Cs Posted Under Revolver / ABL (61) 0 Less: Amounts Drawn 0 0
Total Available Liquidity $142 $312

L/C Posting Requirements $353 $353 $342 $201
___________________________
Source: Patriot Coal Disclosure Statement (DKT 4928).
1. Cash adjusted for all bankruptcy cost and settlement receipts.
2. Backstop Party Investment consists of a $250 million 10-year 2nd Lien PIK
Note plus $13 million PIK backstop fee.
3. Assumes full availability.


 
 
 
 

 
 
 

Ownership of Reorganized Patriot Coal

Reorganized Patriot

[] Upon emergence, New Class A Common Stock of the Reorganized Patriot Coal
will be distributed as follows:

-- Senior Note Holders: 60%

-- United Mine Workers of America ("UMWA"): 35%

-- Convertible Notes Holders / General Unsecured Claimants: 5%

[] These distributions are subject to dilution by shares of New Class A Common
Stock issued in respect of the Rights Offering Warrants (convertible into 95%
New Class A Common Stock), offered with the $250 million 2nd Lien notes
offering

-- Pursuant to certain rights to designate other Backstop Parties, Knighthead
has agreed to backstop the offering and is guaranteed the right to subscribe to
at least 40% of the offering

[] Current management is expected to continue operating Patriot

[] The Board will be constructed primarily of independent directors, who will
be disclosed in December

___________________________
Note: Unless otherwise noted, capitalized terms contained herein shall have the
meaning ascribed to them in the Third Amended Plan of Reorganization (DKT 4927)
or Disclosure Statement (DKT 4928).


 
 
 
 

 
 
 

Knighthead Capital Management, LLC


 
 
 
 

 
 
 

Knighthead Capital Management, LLC

Knighthead Capital Management, LLC

[] Knighthead Capital Management, LLC is a New York-based registered investment
adviser founded in 2008

[] The firm focuses on long-short investments and specializes in event driven,
special situation opportunities across a broad array of industries

[] Knighthead manages approximately $4.4 billion

8


 
 
 
 

 
 
 

Company Overview


 
 
 
 

 
 
 

Patriot Coal Overview

Mine Locations Overview


                   [] Patriot is a leading producer and Northern Appalachia
marketer of met and thermal coal Federal in the eastern U.S. region with access
to domestic and international markets[] Controls ~1.8 billion tons of Baltimore
proven and probable coal reserves OH through 11 mine complexes with
IL Newport News
WV forecasted sales of ~24 million
MO
KY tons in 2014
Norfolk

                                   [] The Company began as a spin-off Patriot
from Peabody Energy in November
Corporate 2007 Headquarters Patriot Operations
St. Louis, MO Headquarters
Charleston, WV [] In July 2008, Patriot acquired Magnum Coal Company from
ArcLight Capital Partners
New Orleans

                          [] Patriot has used the Bankruptcy Illinois Basin
process to adjust operating costs
Dodge Hill
Highland and liabilities to effectively capitalize on a strong base of
Central Appalachia
 Midland Trail Logan County assets and reserves  Paint Creek Wells  Corridor G
Panther  Kanawha Eagle  Rocklick

9


 
 
 
 

 
 
 

Appalachian Operations -- Overview

[] 14 mines (2 longwall / 9 continuous miner / 3 Federal surface)

[] 1.2 billion tons of proven and probable reserves Midland Trail

-- 300 million tons owned W. Virginia
    Kanawha Eagle Charleston Office
-- 886 million tons leased

-- 334 million met tons Panther
Corridor G
Paint Creek
[] 2012 production of 17.9 million tons

[] Transport via rail (CSX / NS), barge and truck Logan County
Wells Rocklick

Sales Volume Mix (1) Appalachia Complex Detail (1)
(tons in millions) Asssigned
1% 2012 Production Type of Proved and Mining Type (mt) Mining
             4% Mining Complex (mt) Coal Probable (mt) Surface Underground
Method (3) 13%
Panther 2.3 Met 42 - 42 LW, CM
Rocklick 0.8 Met 14 - 14 CM
16%
9% Wells 1.6 Met 47 - 47 CM
Kanawha Eagle 0.8 Met/Thermal 55 - 55 CM
4% Paint Creek 1.6 Met/Thermal 55 9 46 TS, HW, CM
9%
Logan County 2.3 Met/Thermal 66 44 22 TS
9%
Federal 4.0 Thermal 37 - 37 LW, CM
Midland Trail 1.6 Thermal 105 11 94 CM
22% 13% Corridor G 2.8 Thermal 55 55 - DL, TS Big Mountain 0.1 Thermal 11 - 11
CM
Total Appalachia 17.9 487 119 368
                                                                  Unassigned
Reserves 699 Panther Rocklick Wells Total Appalachia Reserves 1,186
Kanawha Eagle Paint Creek Logan County Federal Midland Trail Corridor G
(2)
________________________________________________Big Mountain
1. As of 12/31/12.
2. Big Mountain was idled in 2012.
3. CM -- Continuous Miner, DL -- Drag line, TS -- Truck and Shovel, HW -- High
wall, LW -- Long wall.
 10


 
 
 
 

 
 
 

Illinois Basin Operations -- Overview

[] 2 mines (2 continuous miner) [] 658 million tons of proven and  probable
reserves Highland

-- 382 million tons owned

          -- 276 million tons leased Kentucky [] 2012 production of 6.4 million
tons
Dodge Hill
[] Transport via barge or truck

Illinois Basin Complex Detail (1)

(tons in millions) Asssigned
                                              2012 Production Type of Proved
and Mining Type (mt) Mining Mining Complex (mt) Coal Probable (mt) Surface
Underground Method

Dodge Hill 0.9 Thermal 21 - 21 CM Highland 4.0 Thermal 83 - 83 CM Bluegrass (2)
1.5 Thermal 15 - 14 TS, CM

Total Illinois Basin 6.4 119 - 118
Unassigned Reserves 539
Total Illinois Basin Reserves 658

________________________________________________
1. As of 12/31/12.
2. Bluegrass: Freedom underground was closed in Q2 2012 and Patriot Surface was
closed in Q4 2012.

11


 
 
 
 

 
 
 

Operating Profile

Appalachian Historical Production  Illinois Basin Historical Production

(mt) (mt)
30 10
25.9
24.3 23.9
25 7.9
20.7 8 7.3 18.5 7.0
20 6.6 6.4

15 6 10 4 5

0 2 2008 2009 2010 2011 2012 Panther Rocklick Wells Kanawha Eagle 0

                           2008 2009 2010 2011 2012 Paint Creek Logan County
Federal Midland Trail Dodge Hill Highland Bluegrass Corridor G Big Mountain
Other

Appalachian Historical Financial Performance Illinois Basin Historical
Financial Performance

($mm, $/ton) $100 ($mm, $/ton) $87 $50 $84 $90 $46 $42 $45 $72 $74 $80 $39 $67
$36 $65 $43 $70 $42 $43 $71 $71 $60 $37 $37 $67 $34 $41 $58 $57 $59 $50 $386
$40 $294 $316 $289 $30 $13 $11 $9 $1 $20 $173 $141 ($12) $10 $0 2008 2009 2010
2011 2012 LTM
                                                                  9/30/13 2008
2009 2010 2011 2012 LTM 9/30/13 Segment EBITDA Operating Cost per Ton Sales
Price per Ton Segment EBITDA Operating Cost per Ton Sales Price per Ton

________________________________________________
Note: Segment EBITDA is revenue less operating costs (direct costs of mining
operations), including income from equity affiliates and excluding costs for
past mining operations.
12


 
 
 
 

 
 
 

Cost Profile Improvement

Operating Expense per Ton PMO and ARO Expenses
($ per ton) ($ millions)

$542

$286 $285

$65.0 $64.6 $65.1 $65.7 $62.2 $62.1 $60.1 $58.2

$178

          $86 $89 $91 $92 $82

2012 LTM 2013E 2014 2015 2016 2017 2018 2010A 2011A 2012A 2013E 2014 2015 2016
2017 2018 9/30/13 OpEx/Ton PMO Expense ARO Expense

13


 
 
 
 

 
 
 

Substantial Progress on Selenium Treatment Costs

[] At 9/30/13 Patriot's total selenium remediation liability was estimated at
$433 million, primarily based on outdated treatment methods in an area where
technology is evolving quickly [] Successful negotiation of compliance deadline
extensions has allowed Patriot to use new Selenium treatment technologies that
are leading to major cost reductions
-- The high-cost Fluidized Bed Reactor (FBR) technology applied at the Logan
complex has been progressively replaced by GE's ABMet process, Iron Facilitated
Selenium Reduction (IFSeR), and (most recently) by Bio-Chemical Reactor (BCR)
-- BCR technology is projected to have a much lower capital and operating cost


[] Within a 2-year timeframe, capital cost for a (900 gallons per minute,
"gpm") treatment facility has dropped from $32 million for FBR to $17 million
for ABMet and to $4 million for BCR

[] Projected annual operating costs for a 900 gpm treatment facility have
declined in similar fashion, from $2.4 million FBR to $1.5 million for ABMet
and to $0.2 million for BCR

[] Patriot's ARO Liability associated with Selenium is expected to decrease
substantially as BCR and similar developing technologies are proven to be
effective

-- In Q3 2013, Patriot updated their liability to reflect BCR utilization only
for the smallest category of outfalls (200 gpm or less), resulting in a $31.4
million reduction (to $433.1 million)

-- We believe continued application and development of this emerging technology
could lead to substantial reductions in the Company's Selenium liability

 14


 
 
 
 

 
 
 

Marketing Overview


 
 
 
 

 
 
 

Metallurgical Coal Industry Overview

Market Trends Global Demand Outlook

[] Hard Coking Coal ("HCC") pricing poised to regain momentum [] World Steel
Association forecasts continued recovery in global steel
-- 4Q 2013 HCC benchmark announced at $152/tonne demand
-- On recent conference calls, major international steel producers -- China and
India fuel international steel demand increasing stated steel demand is
stabilizing 6.0% and 3.4% respectively in 2013E and further 3.0% and 5.6%
respectively in 2014E
-- Chinese steel mills restocking
[] Growth in U.S. steel demand has been aided by improving global
          -- High vol markets in much better balance than low vol and  mid vol
economy and activities in automotive, energy and residential markets
construction sectors [] Long-term positive growth trends for U.S. metallurgical
coal suppliers [] Steel production has markedly increased in China and India
y-o-y
-- Supply cuts have been announced as prices have fallen [] Global capacity
utilization has rebounded in September 2013 to 79%
-- As much as one-third of global metallurgical supply could be from 76% in
August uneconomic at current prices
          -- Over the past two years Patriot has achieved substantial cost
Global Steel Demand Outlook savings from restructuring initiatives and
rationalization of uneconomic met mines and is currently well positioned to be
Mt Mt competitive in the global met market 1,523 Patriot's benchmark
assumptions are in line with third party consensus 1,600 1,430 1,475 [] 140
outlook 120
         96 97 100 1,200 100
Met Coal Price Decks 74 78
80 72

                                                                       800 700
721 660 ($/tonne) 60 $300 ($ per ton) 2014E 2015E 2016E 2017E 40 400 Wood
MacKenzie $170 $191 $191 $191 20 Wall St. Consensus 167 178 181 185 0 Patriot
Price Deck 163 175 180 185 0 $250 US India China World Total 2012 2013E 2014
2012 2013E 2014

$200 Global Steel Capacity Utilization

82%
81%

                                                                          80%
$150 80% 80% 80% 79% 79% 78% 78% 77% 76% 76% $100 75% 2011 2012 2013 2014 2015
2016 2017 74% 75% Wood MacKenzie (1) PCX Price Deck 72% 72% Wall St. research
Historical 70%
___________________________ Oct-12 Nov-12 Dec-12 Jan-13 Feb-13 Mar-13 Apr-13
May-13 Jun-13 Jul-13 Aug-13 Sep-13
Source: Wall Street research, Wood MacKenzie, and World Steel Association.
1. Wood MacKenzie Coal Market Service, as of 3Q 2013. Annual prices reflect 4Q
price. Wood Mackenzie forecast through 2015, held flat thereafter.

15


 
 
 
 

 
 
 

Global Met Coal Landscape

[] Significant supply and logistical constraints in existing and prospective
met coal production regions [] U.S. met coal exporters are taking on an
increasingly essential role in global seaborne markets [] After floods in
Australia in 2011 disrupted supply, Asian buyers have continued buying US coal
for diversity

Russia
Significant infrastructure challenges including distance to population and
ports.
Western Canada
High development and operating costs. Predominantly met coal production that
ships to Asia. Port capacity nearing its max. Mongolia (Tavan Tolgoi)
High political risk, limited infrastructure in place, captive to Chinese
market. Delays have already been announced.
U.S. China
Increasingly significant and Dangerous, high-cost mining important exporter of
metallurgical conditions, costs escalating on coal in the seaborne market with
regulatory burden and RMB export volumes second only to appreciation. Forced
consolidations Australia. or shut-ins.

Australia
S. Africa/Botswana Mozambique Increasing labor costs, Infrastructure remains a
Challenging infrastructure. lower quality, no "low-major issue along with While
geology is favorable, not hanging fruit". Significant increasing political
risk. top quality product. Low yields additional infrastructure for met coal.
requirement.

16


 
 
 
 

 
 
 

Thermal Coal Industry Overview

Highlights Coal Consumption at U.S. Power Plants (1)
[] After an estimated 70 - 80mt shut-in of thermal coal production in FY12, (mm
short the combination of a cold winter and summer burn has contributed to a
tons) gradual drawdown of coal stockpiles at utilities 950 933 [] The EIA
reports that coal inventories declined to ~154mt as of September
       2013, down 15% from ~181mt in the prior year period 895 900[] Export
markets are expected to remain open to US thermal coal long-term, 871 as global
electricity demand is rapidly increasing 850[] Forward gas prices are in
contango, with prices forecasted to be 825 approximately $ 4 / mmbtu in 2014
and 2015 [] Despite sub $4 / mmbtu prices in 2013, much of the "coal-to-gas"
800 switching seen in 2012 has reversed, with overall coal consumption by power
plants and the % of electricity generated from coal growing strongly in 2013
750 2011A 2012A 2013E 2014E
-- EIA forecasts imply this trend to continue in 2014

Natural Gas Forward Curve (2) U.S. Electricity Generation by Source (1)

($/mmbtu)

                     100% $5.00
13.7% 13.3% 13.9% 14.2%


                       75% 19.3% 19.0% 19.0% 18.7% $4.50


                                     24.7% 30.4% 27.4% 26.6% $4.00 50%

$3.50 25%
42.3% 37.4% 39.7% 40.5%

$3.00 0%
2011A 2012A 2013E 2014E

Coal Natural Gas Nuclear Other
___________________________ Sources: Bloomberg, IEA, EIA.
1. EIA as of November 2013.
2. As of 11/8/13.

17


 
 
 
 

 
 
 

Strong Customer Base

Overview Customer Composition LTM 9/30/13

[] Diverse base of domestic and international customers [] Relationships with
many customers extend more than 20 years 29% [] Broad shipping optionality --
CSX rail, NS rail and river barge 71% [] Premier global coal marketing staff[]
Close contact with Patriot's marketing group through the restructuring process
Electricty Generators Steel Producers has strengthened relationships

Metallurgical Customers Thermal Customers

___________________________
Source:
(Company filings, Patriot Coal Disclosure Statement (DKT 4928).) 18


 
 
 
 

 
 
 

Committed Sales Position

Committed Position 2014 Committed Position (mt)

[] Historically, Patriot has entered into long-term 100% contracts (2-5 years)
with its thermal customers
0.6
-- Upon emergence from Chapter 11, Patriot 90% will pursue a contracting
strategy that 1.1 89.1% balances the benefits of a long-term contract 2.3 80%
book with the desire to capture anticipated rising coal prices 70% 71.7%
[] Patriot's significant committed and priced  Tons Sold positions demonstrate
the strength of the Projected 67.2% Company's customer relationships 60% 6.1

2014 Priced Thermal Position
50%

 4.8  % of 40% Committed 2.8 4.7 30%

Unpriced
31% 20%
                                                                     21.3%
Priced 69% 10% 1.7

0%
Met NAPP CAPP ILB Thermal

Committed Uncommitted

19


 
 
 
 

 
 
 

Transportation Flexibility

Transportation Overview

[] Patriot's diverse platform of operating assets and transportation
optionality provide ability to maximize margins [] Access to multiple railroads
(CSX / Norfolk Southern) as well as ability to ship via truck or barge []
Capacity at terminals along the East and Gulf coasts with access to ports in
Baltimore, Newport News, Norfolk and New Orleans

Map of Operations Transportation Options

Mining Complex Transport


                           Panther CSX Rail, NS Rail, Kanawha River Barge
Corporate Rocklick CSX Rail, NS Rail
Headquarters

    Wells CSX Rail Midland Trail
                                    Federal Kanawha Eagle CSX Rail, NS Rail,
Kanawha River Barge Charleston Office Baltimore Paint Creek CSX Rail, NS Rail,
Kanawha River Barge Kanawha Eagle Panther Logan County CSX Rail Highland
Corridor G Federal CSX Rail, NS Rail, Ohio River Barge
Newport News
                                    Paint Creek Midland Trail NS Rail, Kanawha
River Barge Wells Corridor G CSX Rail Dodge Hill Logan County Rocklick Dodge
Hill Ohio River Barge Norfolk Highland Ohio River Barge

New Orleans

20


 
 
 
 

 
 
 

Credit Highlights


 
 
 
 

 
 
 



 
 
 
 

 
 
 

1 Improved Credit and Liquidity Profile

Patriot has greatly improved its balance sheet by reducing debt and outstanding
obligations

Summary Improvements Total Liabilities (1)

[] Significantly lowered total liabilities ($ millions)
                           $3,391 $3,500 $378
[] Vastly reduced post-retirement benefit $3,000
                            $418 $2,500
obligations ("PRBOs") through the $474
$2,000 $1,701 $738
1113/1114 process $1,500 $391
                                                                      $212
$1,000 $264
[] Increased liquidity and reduced debt $1,384
$500 $743 $91 $0 PRBOs AROs Total Debt A/P and  Accrued Exp. Other

Total Liquidity (2) Total Debt (1)

($ millions) ($ millions) $350 $312 $500 $474 $300 $125 million $400 $250
                                                                       ABL $200
$300 $264 $150 $200 $100 $187 million Cash $46 $100 $50 $0 $0
Pre-Petition Pro Forma Exit Pre-Petition Pro Forma Exit

___________________________
Source: Patriot Coal Disclosure Statement (DKT 4928).
Note: Pre-petition figures as of 6/30/12, assuming no availability under
pre-petition credit facilities. 1. Excluding Backstop Party Investment.
2. Adjusted for all bankruptcy cost and settlement receipts. Assumes full
availability under the $125mm ABL Facility.
22


 
 
 
 

 
 
 

1 Improved Credit and Liquidity Profile (cont'd)

Patriot compares favorably to its peers

Summary LTM Adj. EBITDA / LTM Interest (1)(2)

[] The Company will emerge with a dramatically 5.0x strengthened balance sheet
to allow Patriot to execute on its business plan and capitalize on the 4.0x
3.5x
3.3x 3.2x
expected rebound in coal prices
3.0x 2.7x
[] Patriot has reduced leverage below coal industry peers 2.0x
1.3x
-- Successfully positioned itself with one of the 1.0x 0.7x strongest credit
profiles in the industry

0.0x
CLD PCX BTU ANR ACI WLT

Total Debt and Total Net Debt / LTM Adj. EBITDA (2) Secured Debt / LTM Adj.
EBITDA (2)(3)

32.0x 21.0x

     27.7x 18.3x 28.0x 18.0x 24.0x 15.0x 20.0x 12.0x 16.0x 10.2x 9.0x 12.0x
24.8x 8.0x 6.6x 6.0x 4.8x 3.2x 4.0x 1.9x 2.5x 3.0x 1.3x 1.9x 7.4x 1.0x 4.4x
4.6x 0.0x 0.0x 0.0x 0.5x 1.3x PCX CLD BTU ANR ACI WLT CLD BTU ANR PCX ACI WLT

Total Net Debt / LTM Adj. EBITDA - - Total Debt / LTM Adj. EBITDA

___________________________ Source: Company filings.
Note: LTM as of 9/30/13. Balance sheet data as of 9/30/13.
1. LTM interest expenses exclude non-cash interest as available and as of most
recent public filings.
2. PCX pro forma for post-restructuring adjustments. Debt excludes Backstop
Party Investment.
3. Secured debt includes capital leases and excludes Backstop Party
Investment.
23


 
 
 
 

 
 
 



 
 
 
 

 
 
 

3 Leading Met Coal Producer

Patriot has begun shifting production to higher-margin met coal

Historical and Forecast Sales by Coal Type

(tons in millions)

16.9 16.0
                                                             16.4 14.2 16.4
15.4


             9.2 9.9 10.1 7.8 8.5 6.7

2013E 2014 2015 2016 2017 2018 Met Tons Thermal Tons

As Rocklick, Wells, Kanawha Eagle and Logan County projects come online,
Patriot is positioned to capitalize on a met rebound

25


 
 
 
 

 
 
 

4 Large, High Quality, Diverse Asset Base

[] 1.8 billion tons of proven and probable reserves

-- One of the largest holders of eastern reserves with implied
reserve-to-production ratio of over 75 years

-- 334 million tons of metallurgical quality reserves

[] Diverse platform of operating assets and transportation optionality provide
unique ability to maximize margins

Eastern Reserve Profile (1)(2) LTM 9/30/13 Coal Sales Volume by Type

(tons in billions)

                                     Met 3.8 29%

3.4 3.1


                                            Thermal 71% 1.8 1.8
LTM 9/30/13 Reserves by Basin

                                                              App 0.7 65%

0.3 0.3 0.3

Illinois 35%

___________________________
1. Per Company filings as of 12/31/2012.
2. Consol reserves are pro forma for 1.1 billion of reserves sold to Murray
Energy as part of transaction announced 10/28/13.
26


 
 
 
 

 
 
 

5 Operational Flexibility

Patriot's operational flexibility has allowed it to respond aggressively to
difficult market conditions while maintaining the ability to ramp up quickly in
response to increased demand

Flexible Operating Platform Positioned for Market Rebound

[] Patriot has a diverse product base with [] Patriot maintains the ability to
react to the different grades and characteristics for met expected rebound in
coal pricing and and thermal coal. This diversity of coal quickly ramp up
production grades allows Patriot to address changing market needs as well
ability to blend coal [] By utilizing its existing mining complexes, to
customers' precise specifications Patriot is able to expand its met portfolio
in a capital-efficient manner[] Patriot has idled or reduced production at
mines with marginal returns and focused -- Rocklick: restart idled mines
(high-vol on low-cost, higher-margin met and A met) thermal mines in its
portfolio
-- Replaced higher-cost contract mines -- Wells: shift production to new areas
with lower-cost captive operations (high vol A met)

-- Rationalized higher-cost production -- Kanawha Eagle: continue to develop
sources throughout 2012 and 2013 and expand North Eagle operations

-- Concentrated efforts at lower-cost complexes

-- Idled certain uneconomic mines (with ability to start up when prices
rebound)

As market conditions improve, Patriot will continue to shift its production
capacity to higher margin met coal mines and lower cost thermal mines

___________________________ Source: Company filings.
27


 
 
 
 

 
 
 

6 Experienced Management Team

  Coal / With Business Patriot
Name / Position Experience Since Additional Details

                                                                            []
Joined Patriot as EVP and  COO in September 2011; named President on
May 29, 2012,
named CEO on October 25, 2012 Bennett K. Hatfield [] Previously served for six
years as President, Chief Executive Officer and 34 / 34 2011 Director of
International Coal Group
President and  CEO
[] Prior positions have included President of Eastern Operations at Arch Coal,
EVP and COO of Massey Energy Company, and EVP and Chief Commercial Officer of
Coastal Coal Company [] Previously served on Patriot's Board of Directors from
October 2007 until
John E. Lushefski September 2012 12 / 35 2007
SVP and  CFO [] Former CFO of Millennium Chemicals Inc., Hanson Industries Inc.
and Peabody Holding Company, Inc.

[] Former SVP -- Engineering and W.V. Central Region and  Kentucky Operations
for

Michael D. Day Patriot 21 / 21 2008
EVP - Operations [] Previously served in a variety of management positions at
Magnum, Arch and James River Coal Company Robert W. Bennett [] Former SVP of
Sales and Trading for Magnum Coal and President of Magnum SVP and  Chief Marketing
25 / 25 2008 Coal Sales Officer[] Former VP of Peabody COALSALES and Peabody
COALTRADE

[] Former SVP and COO for Patriot
Charles A. Ebetino, Jr [] Held several positions at Peabody including SVP of
Business and Resource SVP Global Strategy and  36 /36 2007 Development and SVP
of
Market Development Corporate Development [] Former SVP of Fuel Supply of
American Electric Power and President and COO of AEP's coal mining and
coal-related subsidiaries

Joseph W. Bean
[] Former VP and Associate General Counsel and Assistant Secretary for Peabody

SVP Law and
12 / 26 2007 [] Former counsel and assistant corporate secretary for The Quaker
Oats
Administration and
Company
General Counsel

Robert L. Mead
Vice President and 6 / 23 2007 [] Former Director, Global Finance and  Treasury
for Energizer
Treasurer

28


 
 
 
 

 
 
 

Financial Overview


 
 
 
 

 
 
 

Summary of Successfully Achieved Objectives in Restructuring

The Company has successfully executed its restructuring plan

Focused mining operations [] Rationalized lower margin coal production and
accelerated cost reduction
on highest margin products initiatives
[] Downsized and closed/idled higher cost/market challenged products

                                                                   []
Intensified cost cutting efforts targeting productivity increases, equipment
Implemented cost optimization and staff reductions reduction initiatives --
Reallocated equipment and infrastructure from idled mines [] Cut costs through
rejecting uneconomic contracts [] Cash costs per ton were reduced from ~$65/ton
in 2012 to an estimated $62/ton in 2013 and are forecast at $58/ton in 2014 []
Achieved 1113 savings/1114 savings, including Addressed the Company's -- ~$60
million of cash savings per annum through a new package of labor and legacy
liability wages and benefits consistent with those of competitors issues --
Over $70 million of cash savings per annum through modifications to retiree
healthcare benefits
                                                                             --
December 31, 2013 transition to long-term healthcare coverage for retirees
through the Voluntary Employee Benefit Association ("VEBA") trust, reducing
retiree healthcare liability by over $1.3 billion Reduced leverage and [] The
Company negotiated settlements with Peabody and Arch, releasing increased
liquidity in them from liability for past actions in exchange for: -- $310
million cash contribution to UMWA VEBA bankruptcy -- Assumption of $141 million
of L/Cs
-- Provided $64 million of additional cash benefits from a combination of
commercial agreements and credit support

Positioned Patriot for an [] Selective build-out of metallurgical coal
production expected rebound in met [] Continued rationalization of high cost
thermal coal production and thermal coal pricing [] Optimization of current
operations via 7-day work schedules

29


 
 
 
 

 
 
 

Summary Operating Drivers

Patriot has focused on its highest margin products and implemented significant
cost reductions

Tons Sold Coal Revenues

(tons in millions) ($ millions) $2,111 $2,020 $2,055 26.1 25.9 $1,879 24.9 24.2
24.9 24.3 $1,830 21.9 22.1 $1,616 $1,511 $1,488 $1,037 $923 $1,066 16.9 16.0
$977 16.4 14.2 18.7 16.4 $935 15.6 15.4 $901



           $1,074 $1,132 $853 $954 8.5 9.2 9.9 10.1 $681 6.2 6.3 6.7 7.8 $587

2012 LTM 2013E 2014 2015 2016 2017 2018 2012 LTM 2013E 2014 2015 2016 2017 2018
9/30/13 9/30/13 Met Thermal Aggregate Met Thermal

Price per Ton Operating Exp. and Segment EBITDA(1) per Ton

($ per ton) ($ per ton) $122.8 $84.7 $81.4 $112.5 $75.5 $77.3 $108.7 $73.5
$104.0 $69.0 $67.3 $66.9 $100.1 $16.3 $19.0 $10.5 $4.4 $15.2 $92.0 $5.1 $13.4
$87.1 $87.4 $8.7 $84.7 $81.4 $75.5 $77.3 $73.5 $69.0 $67.3 $66.9 $65.0 $64.6
$62.2 $60.1 $62.1 $65.1 $65.7 $58.2 $62.9 $64.6 $65.0 $59.4 $59.4 $58.6 $57.2
$59.7 2012 LTM 2013E 2014 2015 2016 2017 2018 2012 LTM 2013E 2014 2015 2016
2017 2018 9/30/13 9/30/13 Total Met Thermal OpEx/Ton Segment EBITDA/Ton Avg.
Sales Price/Ton
___________________________
Source: Company filings, Company projections, Patriot Coal Disclosure Statement
(DKT 4928).
Note: 2013E income statement line items not adjusted for restructuring effects.

1. Excluding Other Revenue, (Income)/Loss from Equity Affiliates and Other
Expense. 2012 Operating Expense adjusted to include 1974 Plan Expense and Black
Lung Service Cost, previously included in PMO Expense.

30


 
 
 
 

 
 
 

Summary Forecast

Operational efficiencies and restructuring effects position Patriot for the
future

Adjusted EBITDA Capital Expenditures
($ millions) ($ millions) $192 $181 $421 $170 $147 $357 $56 $343 $139 $315 $51
$68 $106 $94 $8 $9 $100 $79 $188 $90 $70 $90 $129 $66 $97 $62 $28 $29 $36 $19
$23 $6 2012 2013E 2014 2015 2016 2017 2018
Aggregate Government Required Capex
2012 PF 2013E 2014 2015 2016 2017 2018
Maintenance Capex Project Capex

Adj. EBITDA -- Capex PMO and ARO Expenses

($ millions) ($ millions) $273 $542

                                                       $176 $145 $151 $320 $82
$35 $178


                                   $45 $82 $86 $89 $91 $92 $222 $133 $11 $34
$41 $26 $39 ($42) $52 $48 $65 $52 $71 2012 PF 2013E 2014 2015 2016 2017 2018
2012 PF 2013E 2014 2015 2016 2017 2018

Cash Paid for PMO and ARO Accrued PMO and ARO Expense
___________________________
Source: Company projections, Patriot Coal Disclosure Statement (DKT 4928).
Note: PF Adjusted EBITDA for 2013E adjusted for certain cost savings achieved
in the restructuring process.

31


 
 
 
 

 
 
 

Forecast Credit Profile

Going forward Patriot will have a strong credit profile

Net Leverage (1)  Liquidity (2)

($ millions) ($ millions)
         3.2x $500 $1,000 $450 $900 14.2x 13.6x $400 $800 $350 $700 1.5x $300
10.0x 8.8x $600 $250 7.4x 7.3x $500 0.5x 0.6x 0.5x $200 6.6x $400 0.2x 0.0x
$150 $300 $100 $200 $50 1.1x (0.2x) $100 (0.6x) $0 $0 2011 LTM PF LTM PF2013E
2014 2015 2016 2017 2018 2011 LTM PF2013E 2014 2015 2016 2017 2018 6/30/12
9/30/13 6/30/12

Net Debt / Adj. EBITDA Total Debt Avail. Liquidity / Cash Int. Avail.
Liquidity

Adj. EBITDA / Cash Interest Expense (Adj. EBITDA -- Capex) / Cash Interest
Expense



                          5.9x 9.0x 8.0x 7.9x 3.5x 3.9x 7.2x 3.3x 6.0x 1.5x
1.8x 4.2x 0.8x 3.4x 3.3x 3.1x 0.5x -0.8x

2011 LTM PF LTM PF2013E 2014 2015 2016 2017 2018 2011 LTM PF LTM PF2013E 2014
2015 2016 2017 2018 6/30/12 9/30/13 6/30/12 9/30/13
___________________________
Source: Patriot Coal Disclosure Statement (DKT 4928).
Note: Information does not reflect the terms of the proposed capital structure
(pricing, amortization and ECF Sweep).
1. Funded 1(st) Lien debt and Capital Leases, excluding Backstop Party
Investment.
2. LTM 6/30/12 period assumes no availability under pre-petition credit
facilities. Projected periods assume full availability under new $125 million
ABL Facility.
32


 
 
 
 

 
 
 

EBITDA Reconciliation

LTM 9/30/13 Net Income to EBITDA Reconciliation

EBITDA Reconciliation
 Net Income (Loss) ($426) Depreciation, depletion and amortization 186 Asset
retirement obligation expense (3) Impairment and restructuring charge (1)
Interest expense and other 56 DIP financing fees 12 Interest income (0)
Reorganization items, net 110 EBITDA (as reported) ($66)

Adjusted EBITDA (Normalized) Reconciliation (1)

LTM
 ($ millions) 9/30/2013 2013E Commentary EBITDA ($66) ($21) Restructuring
Adjustments
1113 Savings $53 $38 Reduction in PMO expense 1114 Savings
 RHC Plan Elimination $133 $90 Reduction in PMO expense due to RHC Plan
Elimination VEBA Tonnage Royalty ($3) ($2) Royalty Overrides $3 $2
Absenteeism $22 $22 Elevated absenteeism due to uncertainty surrounding
retention of paid days off

Adjusted EBITDA (Normalized) $141 $129 $150 million in Savings  from
Restructuring Initiatives

___________________________
1. 2013E Adj. EBITDA excludes gain on sale of Guffey reserves.

33


 
 
 
 

 
 
 

EBITDA Bridge (2012A -- 2013E)

($ millions) Normalization of EBITDA from restructuring Met tons sold up 0.4 mt
initiatives related to 1113 $250.0 (6.3mt to 6.7mt) Savings, 1114 Savings,
Thermal tons sold down Royalty Overrides and $200.0 3.2mt (18.6mt to 15.4mt)
Absenteeism

 $150.0 $38 $150 $129 Opex improvement driven by savings related $97 Met
realized price down $100.0 to reduction in Thermal $35.70/ton tons sold.
Overall ($122.82 to $87.11) opex/ton declined $2.87 Thermal realized price
$50.0 down $0.81/ton ($59.41 to $58.61) $48 $0.0 $3 $245 $11 ($50.0) ($34)
($189) ($100.0)

($150.0) ($200.0) ($250.0)

($300.0) ($225)
                                                                            ($1
5) ($350.0)
2012A Met Thermal Met Thermal Operating SGand A PMO Other(1) Proposal Savings PF
Adj. EBITDA Expenses Overlay from 2013E EBITDA

                                             Restructuring Coal Volumes
Realization (Price) / Ton Initiatives

___________________________
1. Other includes other revenues, income and expenses from equity affiliates
and gains and losses from asset sales.

34


 
 
 
 

 
 
 

EBITDA Bridge (2013E -- 2014E)

($s millions) PMO reductions driven by 1114 $250.0 savings related to RHC Plan
Met realized price up Met tons sold up 1.3mt Eliminations $0.29/ton (6.5mt to
7.8mt) ($87.15 to 87.44) Thermal tons sold $200.0 Thermal realized price $6 up
0.8mt $188 down $1.22/ton Opex increased with (15.6mt to 16.4mt) $3 ($58.38 to
$57.16) added tons sold, but $95 overall declined on a per ton basis by
$4.05/ton $150.0
PF Adj. $2 $57 $129

$100.0 ($22) $6 $92 ($30) $50.0

$0.0

                 ($21) ($50.0)

($100.0)
(1) (2)
2013E Met Thermal Met Thermal Operating SGand A PMO Proposal Other 2014E EBITDA
Expenses Overlays EBITDA

Coal Volumes Realization (Price) / Ton
___________________________
1. Excludes $16 million gain related to Guffey sale.
2. Other includes other revenues, income and expenses from equity affiliates
and gains and losses from asset sales.

35


 
 
 
 

 
 
 

Syndication


 
 
 
 

 
 
 

Illustrative Organizational Structure

Patriot Coal Corporation
(Borrower)

Various Domestic Subsidiaries
(Guarantors)

36


 
 
 
 

 
 
 

Indicative Terms -- ABL Facility

Borrowers: Patriot Coal Corporation (the "Company") and certain of its
subsidiaries to be determined (collectively, the "Borrowers") $125 million
senior secured asset-based revolving credit facility (the "ABL Facility"),
subject to a borrowing base, including
Facilities: a $75 million LC sublimit, a $10 million swingline sublimit and an
accordion on terms to be agreed
Administrative
Deutsche Bank AG New York Branch
Agent:
Pricing grid based on average excess availability: Initially Euro+250 bps
subject to a grid ranging from Euro+ 225 to 275
Pricing: bps
Unused line fee based on utilization as a percentage of the commitment: 37.5
bps or 50.0 bps
The earlier of (i) five (5) years after the Closing Date and (ii) 91 days prior
to the maturity of any of the L/C Facility and the
Maturity:
                                 Term Loan (to the extent not refinanced),
pre-payable at any time at par Collateral: [] First priority liens on all the
ABL Priority Collateral [] Second priority liens on all the L/C and Term Loan
Priority Collateral The ABL Facility will be subject to a borrowing base
consisting of:
[] 100% of Qualified Cash (defined to mean cash and cash equivalents of the
Borrowers subject at all times to the control of, and a first priority
perfected security interest in favor of, the Administrative Agent), subject to
a cap to be agreed, plus [] 85% of eligible billed and unbilled accounts
receivable, plus [] the lesser of (x) 85% of the appraised net orderly
liquidation value of eligible inventory (to be defined) (including
Borrowing Base: saleable coal and raw coal), or (y) 80% of the value of
eligible inventory that constitutes saleable coal and 40% of the value of
eligible inventory that constitutes raw coal, minus[] reserves Until the
completion of a field exam and appraisal (due within 60 days post close), the
borrowing base will be based on 85% the existing eligible billed and unbilled
accounts receivable, plus 50% of the net book value of eligible inventory that
constitutes saleable coal, plus 25% of the net book value of eligible inventory
that constitutes raw coal, minus reserves Springing cash dominion any time an
event of default is continuing or excess availability is less than the greater
of (x)
Cash Dominion:
12.5% of the commitment, and (y) $20 million for five consecutive business days

Reporting: Monthly borrowing base certificates springing to weekly upon the
occurrence of a cash dominion trigger
One appraisal and one field exam per annum at the cost of the Borrowers with a
second appraisal and field exam at the
Field Exams and cost of the Borrowers permitted in the 12 month period
following any date excess availability is less than 20% of the
Appraisals: commitment. Unlimited at the cost of the Borrowers during a
specified event of default

Negative Affirmative and negative covenants which are usual and customary for
these types of facilities (to be applicable to the Covenants: Company and its
restricted subsidiaries which shall be subject to exceptions and qualifications
to be agreed) Financial Springing minimum fixed charge coverage ratio covenant
of 1.00:1.00 triggered anytime excess availability is less than the Covenants:
greater of (x) 10% of the lower of the borrowing base or the commitment, and
(y) $15 million

37


 
 
 
 

 
 
 

Indicative Terms -- 1(st) Lien / 2(nd) Out Term Loan

Borrower: Patriot Coal Corporation (the "Borrower")

Facilities: $250 million Senior Secured 1(st) Lien / 2(nd) Out Term Loan (the
"Term Loan") Substantially all existing and future direct and indirect domestic
restricted subsidiaries of the Guarantors: Borrower; provided that any such
subsidiary that guarantees the obligations under the L/C Facility and/or the
ABL Facility shall also be a guarantor under the Term Loan Admin Agent:
Barclays Bank PLC ("Barclays")

                                               Make distributions to creditors
in accordance with the Plan, repay DIP term loan, pay related fees and Use of
proceeds: expenses and provide for the working capital needs and general
corporate requirements of the Borrower and its subsidiaries.

Maturity: Five (5) years after the Closing Date

Amortization: 1% per annum

                                              [] First priority liens (on a
pari passu but second out basis with the L/C Facility) on fixed assets of the
Loan Parties other than ABL Priority Collateral, with certain exceptions ("L/C
and Term Loan Priority Collateral: Collateral") [] Second priority liens (on a
pari passu but second out basis with the L/C Facility) on current assets, with
certain exceptions (the "ABL Priority Collateral")
Hard Call Protection: 102, 101, par
[] Excess Cash Flow: Prepayment of 50% of Excess Cash Flow if the Consolidated
First Lien Net Leverage Ratio (outlined below) is greater than or equal to
2.50:1.00 (subject to minimum liquidity of $25 million). No Excess Cash Flow
prepayment shall be required if the Consolidated First Lien Net Leverage Ratio
is less than 2.50:1.00
Mandatory Prepayments:
[] 100% of net cash proceeds received from incurrence of certain indebtedness
[] 100% of net cash proceeds from certain sales or dispositions of L/C and Term
Loan Priority Collateral (with reinvestment rights, exceptions, etc. to be
agreed) [] Mandatory prepayments shall be subject to intercreditor arrangements
to be agreed Maximum Consolidated First Lien Net Leverage Ratio (to include
first lien funded debt only and net of
Financial Covenants: unrestricted cash) of 3.0x

                                               Affirmative and negative
covenants which are usual and customary for these types of facilities (to be
Negative Covenants: applicable to the Borrower and its restricted subsidiaries,
which shall be subject to exceptions and qualifications to be agreed)

38


 
 
 
 

 
 
 

Indicative Terms -- Letter of Credit Facility

Borrower: Patriot Coal Corporation (the "Borrower")

Facilities: Approximately $201 million 1(st) Lien / 1(st) Out Letter of Credit
Facility (the "L/C Facility") Substantially all existing and future direct and
indirect domestic restricted subsidiaries of the Borrower; Guarantors: provided
that any such subsidiary that guarantees the obligations under the Term Loan
and/or the ABL
                                             Facility shall also be a guarantor
under the L/C Facility Admin Agent: Barclays Bank PLC

Bank of America, N.A., PNC Bank, National Association and Fifth Third Bank,
each in its capacity as an
L/C Issuers: issuer of the Existing Letters of Credit and any successors
thereto Maturity: Five (5) years after the Closing Date

[] First priority liens (on a pari passu but first out basis with the Term
Loan) on L/C and Term Loan Priority Collateral
Collateral:
[] Second priority liens (on a pari passu but first out basis with the Term
Loan) on ABL Priority Collateral


                 Undrawn principal amount of Pricing: any outstanding Existing

Year Letters of Credit L/C Borrowings 1-3 5.25% L + 7.00%

4 6.00% L + 7.50%

5 6.50% L + 8.00%

[] Excess Cash Flow: Prepayment of 50% of Excess Cash Flow if the Consolidated
First Lien Net Leverage Ratio is greater than or equal to 2.50:1.00 (subject to
minimum liquidity of $25 million).
                                               No Excess Cash Flow prepayment
shall be required if the Consolidated First Lien Net Leverage Ratio is less
than 2.50:1.00 Mandatory Prepayments: [] 100% of net cash proceeds received
from incurrence of certain indebtedness [] 100% of net cash proceeds from
certain sales or dispositions of L/C and Term Loan Priority Collateral (with
reinvestment rights, exceptions, etc. to be agreed) [] Mandatory prepayments
shall be subject to intercreditor arrangements to be agreed Financial
Covenants: Substantially the same terms as the Term Loan Negative Covenants:
Substantially the same terms as the Term Loan

39


 
 
 
 

 
 
 

Summary Terms -- Backstop Party Investment

$250mm Junior Lien PIK Toggle Notes Summary Terms

Issuer Patriot Coal Corporation (the"Company")
Maturity 10 years
Pricing 15% per annum, payable in cash or PIK at the Company's option ("Junior
Lien PIK Notes") Guarantee Guaranteed by substantially all existing and future
direct and indirect domestic restricted subsidiaries Junior to Term Loan, ABL
Facility, and L/C Facility and L/C and Term Loan Priority Collateral and ABL
Collateral
Priority Collateral
Redemption No redemption at the option of the Company
Required repurchase upon a change of control, sale of substantially all of the
assets of the Company or a
Fundamental Change liquidation at a premium pursuant to a semiannual schedule,
starting at 315% of principal amount Certain usual and customary covenants,
including restrictions on additional indebtedness, creation of
Covenants liens, affiliate transactions and payment of dividends, among other
restrictions

Rights Offering Summary Terms

Backstop Investors Knighthead Capital Management, LLC and other Investors as
identified by Knighthead [] $250mm Junior Lien PIK Notes
Securities Offered [] 10 yr warrants ("Warrants") convertible into 95% of
common equity, pursuant to participation in Junior Lien Notes [] Knighthead /
Backstop Parties: Right to subscribe to at least 40% of the securities issued
Rights Offerees [] Senior Note Holders: 92.3% of the Rights Offering securities
remaining after allocation to backstop parties (55.4% of total) [] Convert Note
Holders / General Unsecured: 7.7% of the Rights Offering securities remaining
after allocation to backstop parties (4.6% of total) Backstop Fee 5% of the
Rights Offering Amount, payable in the form of additional Junior Lien PIK Notes
and Warrants Backstop Rights [] $10mm breakup fee  [] Demand / piggy back
registration rights [] Unrestricted cash balance not less than $175mm []
Execution of definitive agreements with Peabody, Arch and the UMWA and funding
of VEBA pursuant to Key CP's the Funding Agreement [] Execution of definitive
documentation for the 1st Lien Facilities on / before the effective date []
Bankruptcy Court approval of the Backstop Agreement

40


 
 
 
 

 
 
 

Indicative Transaction Timeline

November 2013 December 2013

S M T W T F S S M T W T F S

1 2 1 2 3 4 5 6 7

3 4 5 6 7 8 9 8 9 10 11 12 13 14

10 11 12 13 14 15 16 15 16 17 18 19 20 21 Bank Holiday
17 18 19 20 21 22 23 22 23 24 25 26 27 28
24 25 26 27 28 29 30 29 30 31 Key Dates

Day Key Milestones

[] Lenders meeting
Nov 14(th)
[] Receipt of Moody's Rating

Nov 25(th) [] Term Loan Commitments due by noon

Nov 26(th)[] Allocation of Term Loan

Dec 2(nd) [] ABL Lender Commitments

[] Confirmation Hearing
Dec 17(th)
[] Receipt of S and P Rating

Dec 18(th)[] Expected Closing and Funding

41


 
 
 
 

 
 
 

Public Q and A