Patriot Coal Corporation 12312 Olive Boulevard, Suite 400 St. Louis, MO 63141 Attention: Joseph W. Bean Magnum Coal Company Suite 900 Charleston, WV 25301 Paul Vining c/oMagnum Coal Company Suite 900 Charleston, WV 25301 Ladies and Gentlemen:Merger Agreement • August 1st, 2008 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of April 2, 2008 (the "Merger Agreement"), among Magnum Coal Company (the "Company"), Patriot Coal Corporation ("Parent"), Colt Merger Corporation ("Merger Sub") and ArcLight Energy Partners Fund I, L.P. and ArcLight Energy Partners Fund II, L.P., acting jointly, as Stockholder Representative (the "Stockholder Representative"). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Merger Agreement.
ESCROW AGREEMENTEscrow Agreement • August 1st, 2008 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
WHEREAS, Parent, Colt Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), Magnum Coal Company, a Delaware corporation (the “Company”), and the Stockholder Representative have entered into an Agreement and Plan of Merger dated as of April 2, 2008 (as amended from time to time, the “Merger Agreement”), pursuant to which, among other things, Merger Subsidiary will merge with and into the Company, and the Company will become a wholly owned subsidiary of Parent, in each case upon the terms and subject to the conditions of the Merger Agreement (capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement);
JOINT FILING AGREEMENT July 31, 2008Joint Filing Agreement • August 1st, 2008 • Patriot Coal CORP • Bituminous coal & lignite mining • New York
