JOINT FILING AGREEMENT July 31, 2008
Exhibit
99.6
July
31, 2008
1. Pursuant
to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, each of the
undersigned agrees that a single joint Schedule 13D and any amendments thereto
may be filed on behalf of each of the undersigned with respect to the securities
held by each of them in Patriot Coal Corporation (the
"Company"). Each of the undersigned shall be responsible for the
accuracy and completeness of the information concerning himself or itself
therein, and shall not be responsible for the accuracy and completeness of the
information concerning any other person, unless such member knows or has reason
to know that such information is inaccurate.
2. So
long as this agreement is in effect, each of the undersigned shall provide
written notice to the persons listed on Annex A hereto of (i) any of their
purchases or sales of securities of the Company; (ii) any securities of the
Company over which they acquire or dispose of beneficial ownership, and (iii)
any other matter giving rise to the need to amend any item of the Schedule 13D
relating to such person. Notice shall be given as promptly as practicable, but
not later than two business days following each such transaction.
3. Except
as provided in paragraph 4, nothing herein shall be construed to authorize any
party to act as an agent for any other party, or to create a joint venture or
partnership, or to constitute an indemnification. Nothing herein shall restrict
any party's right to sell securities of the Company, as he/it deems appropriate,
in his/its sole discretion.
4. The
undersigned, except for Cascade Investment, L.L.C. and Xxxxxxx X. Xxxxx III
(neither of which is granting a power of attorney pursuant to this Agreement),
hereby appoints Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxx, and each of them, with full
power of substitution and resubstitution, to be such person's true and lawful
attorney-in-fact and agent to execute and file with the Securities and Exchange
Commission any Schedule 13D and any amendments thereto and any related agreement
or documentation which may be required or advisable to be executed or filed as a
result of the undersigned's beneficial ownership of securities of the
Company. The authority of such persons under this power of attorney
shall continue with respect to the undersigned in perpetuity unless revoked
earlier in writing. Such attorneys-in-fact shall be responsible for
making any necessary amendments to the Schedule 13D and shall use their
reasonable best efforts to submit drafts of such filings to the undersigned for
review and comment as soon as reasonably practicable prior to the filing of any
such amendment.
5. This
Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which, taken together, shall constitute but one and the same
instrument, which may be sufficiently evidenced by one counterpart.
6. This
Agreement shall be governed by and construed by and enforced in accordance with
the laws of the State of New York applicable to contracts to be performed
in
1
such
state without giving effect to the principles of conflicts of law thereof or of
any other jurisdiction.
7. In
the event of any dispute arising out of the provisions of this Agreement or
their investment in the Company, the parties hereto consent and submit to the
exclusive jurisdiction of the Federal and State Courts in the borough of
Manhattan in the city of New York, New York.
8. Each
of the undersigned parties hereby agrees that this Agreement shall be filed as
an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the
Exchange Act.
2
IN WITNESS WHEREOF, the undersigned
have duly executed this Joint Filing Agreement as of the date first above
written.
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ARCLIGHT
ENERGY PARTNERS FUND I, L.P.
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By:
ArcLight PEF GP, LLC, its
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General
Partner
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By:
ArcLight Capital Holdings,
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LLC,
its Manager
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By:
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/s/Xxxxxx
X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
Manager
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ARCLIGHT
ENERGY PARTNERS FUND II, L.P.
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By:
ArcLight PEF XX XX, LLC,
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its
General Partner
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By:
ArcLight Capital Holdings, LLC,
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its
Manager
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By:
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/s/Xxxxxx
X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
Manager
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ARCLIGHT
PEF GP, LLC
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By:
ArcLight Capital Holdings, LLC,
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its
Manager
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By:
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/s/Xxxxxx
X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
Manager
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ARCLIGHT
PEF XX XX, LLC
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By:
ArcLight Capital Holdings, LLC,
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its
Manager
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By:
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/s/Xxxxxx
X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
Manager
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ARCLIGHT
CAPITAL HOLDINGS, LLC
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By:
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/s/Xxxxxx
X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
Manager
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3
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/s/Xxxxxx
X. Xxxxxx
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Xxxxxx
X. Xxxxxx
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/s/Xxxx
X. Xxxxxx
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Xxxx
X. Xxxxxx
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/s/Xxxx
X. Xxxxxx
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Xxxx.
F. Xxxxxx
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XXXXXX
DE DÉPÔT ET PLACEMENT DU QUÉBEC
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By:
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/s/Xxxxxxxx
Xxxxxxxx
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Name:
Xxxxxxxx Xxxxxxxx
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Title:
Senior Vice-President
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By:
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/s/Xxxxxxx
Xxxxxxxx
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Name:
Xxxxxxx Xxxxxxxx
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Title:
Vice-President, Investments
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CASCADE
INVESTMENT, L.L.C.
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By:
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/s/Xxxxxxx
Xxxxxx
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Name:
Xxxxxxx Xxxxxx
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Title:
Business Manager
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XXXXXXX
X. XXXXX III
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By:
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/s/Xxxxxxx
Xxxxxx
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Name: Xxxxxxx
Xxxxxx (1)
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Title: Attorney-in-fact
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CITIGROUP
CAPITAL PARTNERS II 2006
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CITIGROUP
INVESTMENT, L.P.
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By:
Citigroup Private Equity LP,
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its
general partner
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By:
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/s/Xxxxx
Ment
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Name:
Xxxxx Ment
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Title:
Secretary
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CITIGROUP
CAPITAL PARTNERS II EMPLOYEE MASTER
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FUND,
L.P.
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By:
Citigroup Private Equity LP, its
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general
partner
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By:
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/s/Xxxxx
Ment
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Name:
Xxxxx Ment
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Title:
Secretary
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CITIGROUP
CAPITAL PARTNERS II ONSHORE, L.P.
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By:
Citigroup Private Equity LP,
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its
general partner
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By:
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/s/Xxxxx
Ment
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Name:
Xxxxx Ment
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Title:
Secretary
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CITIGROUP
CAPITAL PARTNERS II CAYMAN
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HOLDINGS,
L.P.
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By:
Citigroup Private Equity LP,
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its
general partner
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By:
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/s/Xxxxx
Ment
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Name:
Xxxxx Ment
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Title:
Secretary
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CITIGROUP
PRIVATE EQUITY LP
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By:
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/s/Xxxxx
Ment
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Name:
Xxxxx Ment
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Title:
Secretary
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CITIGROUP
ALTERNATIVE INVESTMENTS LLC
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By:
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/s/Xxxxx
Ment
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Name:
Xxxxx Ment
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Title:
Assistant Secretary
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CITIGROUP
INVESTMENTS INC.
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By:
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/s/Xxxxxx
Xxx
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Name:
Xxxxxx Xxx
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Title:
Secretary
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5
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CITIGROUP
INC.
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By:
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/s/Riqueza
X. Xxxxxxx
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Name:
Riqueza X. Xxxxxxx
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Title:
Assistant Secretary
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XXXXXX
XXXXXX MEDICAL INSTITUTE
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By:
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/s/Xxxxx
X. Xxxxxxxxx
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Name:
Xxxxx X. Xxxxxxxxx
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Title:
Vice President & General Counsel
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THE
NORTHWESTERN MUTUAL LIFE INSURANCE
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COMPANY
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By:
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/s/Xxxxxx
Xxxxx
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Name:
Xxxxxx Xxxxx
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Title:
Its Authorized Representative
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6
THE
BOARD OF TRUSTEES OF THE XXXXXX XXXXXXXX
JUNIOR
UNIVERSITY
By:
The Stanford Management Company,
a
division thereof
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By:
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/s/Xxxx
X. Xxxxx
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Name: Xxxx
X. Xxxxx
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Title:
Manager of Natural
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Resources
Investments
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/s/Xxxx
Xxxxxx
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Xxxx
Xxxxxx
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/s/Xxxxxxx
Xxxxxxx
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Xxxxxxx
Xxxxxxx
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/s/Xxxxx
Xxxxxxxx
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Xxxxx
Xxxxxxxx
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/s/Xxxxxxx
Xxxxxxx
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Xxxxxxx
Xxxxxxx
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/s/Xxx
XxXxxxx
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Xxx
XxXxxxx
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/s/B.
Xxxxx Xxxxxx
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B.
Xxxxx Xxxxxx
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/s/Xxxxx
St. Xxxxx
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Xxxxx
St. Clair
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/s/Xxxxxx
Xxxxxxx
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Xxxxxx
Xxxxxxx
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7
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/s/Xxxxxx
Francisco
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Xxxxxx
Francisco
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(1)
) Duly authorized under Special Power of Attorney appointing
Xxxxxxx Xxxxxx attorney-in-fact, dated February 3, 2006, by and on behalf of
Xxxxxxx X. Xxxxx III, filed as Exhibit 99.1 to Cascade Investment, L.L.C.’s
Amendment No. 2 to Schedule 13G with respect to Arch Capital Group Ltd. on March
7, 2006, SEC File No. 005-45257, and incorporated by reference
herein.
8
Annex
A
Address
for Notices
ArcLight
Capital Partners, LLC
000
Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx,
XX 00000
Attention:
Xxxxxxxxx X. Xxxxxx
Associate General Counsel
Fax: 000-000-0000
With
a copy to:
Skadden,
Arps, Slate, Xxxxxxx & Xxxx LLP
Xxxx
Xxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention:
Xxxx X. Xxxxx
Fax:
000-000-0000
9
