FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • August 20th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • New York
This AGREEMENT is entered into as of the date set forth on the signature page hereof, by and between Patriot Coal Corporation, a Delaware corporation (the “Company”), and the undersigned executive (the “Executive”).
COAL SUPPLY AGREEMENTCoal Supply Agreement • August 20th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • West Virginia
This Coal Supply Agreement (this “Agreement”) is made and entered into as of [Spinoff Date] (the “Effective 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”).
FORM OF SALARIED EMPLOYEE LIABILITIES ASSUMPTION AGREEMENTLiabilities Assumption Agreement • August 20th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
This SALARIED EMPLOYEE LIABILITIES ASSUMPTION AGREEMENT (“Agreement”) is made on the ___ day of , 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 , Peabody Coal Company, LLC (“PCC”), a Delaware limited liability company with principal offices at , 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”).
FORM OF SEPARATION AGREEMENT, PLAN OF REORGANIZATION AND DISTRIBUTION by and between PEABODY ENERGY CORPORATION and PATRIOT COAL CORPORATION Dated as of ___, 2007Separation Agreement, Plan of Reorganization and Distribution • August 20th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Missouri
SEPARATION AGREEMENT, PLAN OF REORGANIZATION AND DISTRIBUTION (this “Agreement”), dated as of ___, 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”).
FORM OF ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • August 20th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
This ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”) is made on the day of , 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 , 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”).
MASTER EQUIPMENT SUBLEASEMaster Equipment Sublease • August 20th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Missouri
THIS MASTER EQUIPMENT SUBLEASE (this “Sublease”) is made as of , 2007 by and between PEC EQUIPMENT COMPANY, LLC, a Delaware limited liability company (“Sublessor”), and [PATRIOT COAL CORPORATION], a Delaware corporation (“Sublessee”). Sublessor and Sublessee are each sometimes referred to herein as a “Party” and together as the “Parties”.
FORM OF SECTION 9711 COAL ACT LIABILITIES ASSUMPTION AGREEMENTSection 9711 Coal Act Liabilities Assumption Agreement • August 20th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
This SECTION 9711 COAL ACT LIABILITIES ASSUMPTION AGREEMENT (“Agreement”) is made on the ___ day of ___, 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 ___, 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”).
FORM OF EMPLOYEE MATTERS AGREEMENT by and between PEABODY ENERGY CORPORATION and PATRIOT COAL CORPORATION Dated ___, 2007Employee Matters Agreement • August 20th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is entered into ___, 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”).
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • August 20th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • New York
This AGREEMENT is entered into as of the date set forth on the signature page hereof, by and between Patriot Coal Corporation, a Delaware corporation (the “Company”), and Mark N. Schroeder (the “Executive”).
FORM OF TAX SEPARATION AGREEMENTTax Separation Agreement • August 20th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
This TAX SEPARATION AGREEMENT is dated as of ___, 2007, by and among Peabody Energy Corporation (“Peabody”), a Delaware corporation, and Patriot Coal Corporation (“Spinco”), a Delaware corporation.
FORM OF TRANSITION SERVICES AGREEMENT by and among PEABODY ENERGY CORPORATION and PATRIOT COAL CORPORATION Dated as of __, 2007Transition Services Agreement • August 20th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of ___, 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).
FORM OF SOFTWARE LICENSE AGREEMENTSoftware License Agreement • August 20th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Missouri
This SOFTWARE LICENSE AGREEMENT (“Agreement”) is made and entered into this ___ day of , 2007 (“Effective Date”) by and between PEABODY ENERGY CORPORATION, a Delaware corporation located at (“Licensor”) and PATRIOT COAL CORPORATION, a Delaware corporation (“Licensee”).
FORM OF COAL SUPPLY AGREEMENTCoal Supply Agreement • August 20th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining
This Coal Supply Agreement (this “Agreement”) is made and entered into as of [Spinoff Date] (the “Effective Date”) by and between [Peabody Energy subsidiary], a Delaware limited liability company (“COALSALES II”) and PATRIOT COAL SALES LLC, a Delaware limited liability company (“Patriot”).
FORM OF NBCWA INDIVIDUAL EMPLOYER PLAN LIABILITIES ASSUMPTION AGREEMENTNbcwa Individual Employer Plan Liabilities Assumption Agreement • August 20th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware
This NBCWA INDIVIDUAL EMPLOYER PLAN LIABILITIES ASSUMPTION AGREEMENT (“Agreement”) is made on the ___ day of , 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 , Peabody Coal Company, LLC (“PCC”), a Delaware limited liability company with principal offices at , 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”).
