SEPARATION AGREEMENT, PLAN OF REORGANIZATION AND DISTRIBUTION by and between PEABODY ENERGY CORPORATION and PATRIOT COAL CORPORATION Dated as of October 22, 2007Separation Agreement • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Missouri
SEPARATION AGREEMENT, PLAN OF REORGANIZATION AND DISTRIBUTION (this “Agreement”), dated as of October 22, 2007, by and between Peabody Energy Corporation, a Delaware corporation (“PEC”) and Patriot Coal Corporation, a Delaware corporation (“Patriot” and together with PEC, the “Parties”, and each individually, a “Party”).
ContractAct Liabilities Assumption Agreement • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
This SECTION 9711 COAL ACT LIABILITIES ASSUMPTION AGREEMENT (“Agreement”) is made on the 22nd day of October, 2007 by and between Peabody Holding Company, LLC (“PHC”), a Delaware limited liability company with principal offices at 701 Market Street, St. Louis, MO 63101, Patriot Coal Corporation (“Patriot”), a Delaware corporation with principal offices at 12312 Olive Boulevard, Suite 400, St. Louis, Missouri, and, solely with respect to its obligations under Section 7 hereof, Peabody Energy Corporation (“PEC”), a Delaware corporation with principal offices at 701 Market Street, St. Louis, MO 63101 (each of the foregoing being sometimes referred to hereinafter individually as “a party” or jointly as “the parties”).
COAL SUPPLY AGREEMENTCoal Supply Agreement • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • West Virginia
This Coal Supply Agreement (this “Agreement”) is made and entered into as of October 22, 2007 (the “Execution Date”) by and between COALSALES II, LLC, FORMERLY KNOWN AS PEABODY COALSALES COMPANY (hereinafter “COALSALES II”), and PATRIOT COAL SALES LLC, a Delaware limited liability company (“Patriot”).
COAL SUPPLY AGREEMENTCoal Supply Agreement • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining
This Coal Supply Agreement (this “Agreement”) is made and entered into as of October 22, 2007 (the “Execution Date”) by and between COALSALES, LLC, a Delaware limited liability company (“COALSALES”), and PATRIOT COAL SALES LLC, a Delaware limited liability company (“Patriot”).
MASTER EQUIPMENT SUBLEASEMaster Equipment Sublease • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Missouri
THIS MASTER EQUIPMENT SUBLEASE (this “Sublease”) is made as of October 22, 2007 by and between PEC EQUIPMENT COMPANY, LLC, a Delaware limited liability company (“Sublessor”), and PATRIOT LEASING COMPANY LLC, a Delaware corporation (“Sublessee”). Sublessor and Sublessee are each sometimes referred to herein as a “Party” and together as the “Parties”.
EMPLOYEE MATTERS AGREEMENT by and between PEABODY ENERGY CORPORATION and PATRIOT COAL CORPORATION Dated October 22, 2007Employee Matters Agreement • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is entered into October 22, 2007, by and between Peabody Energy Corporation, a Delaware corporation (“PEC”), and Patriot Coal Corporation (“Patriot”), a Delaware corporation (“Patriot”) (each a “Party” and together the “Parties”).
NBCWA INDIVIDUAL EMPLOYER PLAN LIABILITIES ASSUMPTION AGREEMENTNbcwa Individual Employer Plan Liabilities Assumption Agreement • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
This NBCWA INDIVIDUAL EMPLOYER PLAN LIABILITIES ASSUMPTION AGREEMENT (“Agreement”) is made on the 22nd day of October, 2007 by and between Peabody Holding Company, LLC (“PHC”), a Delaware limited liability company with principal offices at 701 Market Street, St. Louis, MO 63101, Patriot Coal Corporation (“Patriot”), a Delaware corporation with principal offices at 12312 Olive Boulevard, Suite 400, St. Louis, Missouri, Peabody Coal Company, LLC (“PCC”), a Delaware limited liability company with principal offices at 12312 Olive Boulevard, Suite 400, St. Louis, Missouri, and, solely with respect to its obligations under Section 7 hereof, Peabody Energy Corporation (“PEC”), a Delaware corporation with principal offices at 701 Market Street, St. Louis, MO 63101 (each of the foregoing being sometimes referred to hereinafter individually as “a party” or jointly as “the parties”).
SALARIED EMPLOYEE LIABILITIES ASSUMPTION AGREEMENTSalaried Employee Liabilities Assumption Agreement • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
This SALARIED EMPLOYEE LIABILITIES ASSUMPTION AGREEMENT (“Agreement”) is made on the 22nd day of October, 2007 by and between Peabody Holding Company, LLC (“PHC”), a Delaware limited liability company with principal offices at 701 Market Street, St. Louis, MO 63101, Patriot Coal Corporation (“Patriot”), a Delaware corporation with principal offices at 12312 Olive Boulevard, Suite 400, St. Louis, Missouri, Peabody Coal Company, LLC (“PCC”), a Delaware limited liability company with principal offices at 12312 Olive Boulevard, Suite 400, St. Louis, Missouri, and, solely with respect to its obligations under Section 7 hereof, Peabody Energy Corporation (“PEC”), a Delaware corporation with principal offices at 701 Market Street, St. Louis, MO 63101 (each of the foregoing being sometimes referred to hereinafter individually as “a party” or jointly as “the parties”).
TAX SEPARATION AGREEMENTTax Separation Agreement • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
This TAX SEPARATION AGREEMENT is dated as of October 22, 2007, by and among Peabody Energy Corporation (“Peabody”), a Delaware corporation, and Patriot Coal Corporation (“Spinco”), a Delaware corporation.
RIGHTS AGREEMENT PATRIOT COAL CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent Dated as of October 22, 2007Rights Agreement • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
This RIGHTS AGREEMENT, dated as of October 22, 2007 (this “Agreement”), is entered into by and between Patriot Coal Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York chartered bank, as rights agent (the “Rights Agent”).
COAL SUPPLY AGREEMENTCoal Supply Agreement • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining
This Coal Supply Agreement (this “Agreement”) is made and entered into as of October 22, 2007 (the “Execution Date”) by and between COALSALES II, LLC, formerly known as Peabody Coalsales Company, a Delaware limited liability company (“COALSALES II”), and PATRIOT COAL SALES LLC, a Delaware limited liability company (“Patriot”).
TRANSITION SERVICES AGREEMENT by and among PEABODY ENERGY CORPORATION and PATRIOT COAL CORPORATION Dated as of October 22, 2007Transition Services Agreement • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of October 22, 2007, by and between Peabody Energy Corporation, a Delaware corporation (“PEC”) and Patriot Coal Corporation, a Delaware corporation (“PCC” and together with PEC, the “Parties”, and each individually, a “Party”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Separation Agreement (as defined below).
SOFTWARE LICENSE AGREEMENTSoftware License Agreement • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Missouri
This SOFTWARE LICENSE AGREEMENT (“Agreement”) is made and entered into this 22nd day of October, 2007 (“Effective Date”) by and between PEABODY ENERGY CORPORATION, a Delaware corporation located at (“Licensor”) and PATRIOT COAL CORPORATION, a Delaware corporation (“Licensee”).
CONVEYANCE AND ASSUMPTION AGREEMENTConveyance and Assumption Agreement • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining
This Conveyance and Assumption Agreement (this “Agreement”) is entered into by and among PEC Equipment Company, LLC, a Delaware limited liability company (“PEC”), Central States Coal Reserves of Indiana, LLC, a Delaware limited liability company (“Central States Indiana”), Central States Coal Reserves of Illinois, LLC, a Delaware limited liability company (“Central States Illinois”) “), and Cyprus Creek Land Company, a Delaware corporation (“Cyprus Creek”), (collectively “Central States”), and Peabody Coal Company, LLC, a Delaware limited liability company (“PCC”), and is made effective as of October 22, 2007 (the “Effective Date”).
COAL SUPPLY AGREEMENTCoal Supply Agreement • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining
This Coal Supply Agreement (this “Agreement”) is made and entered into as of October 22, 2007 (the “Execution Date”) by and between COALSALES, LLC, a Delaware limited liability company (“COALSALES”), and PATRIOT COAL SALES LLC, a Delaware limited liability company (“Patriot”).
THROUGHPUT AND STORAGE AGREEMENTThroughput and Storage Agreement • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Virginia
This Throughput and Storage Agreement (this “Agreement”) is made effective this 22nd day of October, 2007 (the “Commencement Date”) by and among PEABODY TERMINALS, LLC, JAMES RIVER COAL TERMINAL, LLC (James River Coal Terminal, LLC and Peabody Terminals, LLC being collectively referred to herein as “Peabody”) and PATRIOT COAL SALES LLC (“Patriot”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
This ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”) is made on the 22nd day of October, 2007 by and between Peabody Holding Company, LLC (“PHC”), a Delaware limited liability company, with principal offices at 701 Market Street, St. Louis, MO 63101, Patriot Coal Corporation (“Patriot”), a Delaware corporation with principal offices at 12312 Olive Boulevard, Suite 400, St. Louis, Missouri, and, solely with respect to its obligations under Section 11 hereof, Peabody Energy Corporation (“PEC”), a Delaware corporation with principal offices at 701 Market Street, St. Louis, MO 63101 (each of the foregoing being sometimes referred to hereinafter individually as “a party” or jointly as “the parties”).
COAL SUPPLY AGREEMENTCoal Supply Agreement • October 25th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining
This Coal Supply Agreement (this “Agreement”) is made and entered into as of October 22, 2007 (the “Execution Date”) by and between COALTRADE INTERNATIONAL, LLC, a Delaware limited liability company (“COALTRADE”), and PATRIOT COAL SALES LLC, a Delaware limited liability company (“Patriot”).
