PERMFILE119027

• Permit No: C1980003
• IBM Index Class Name: Permit File
• Doc Date: 12/17/2002
• Section_Exhibit Name: 1996 Tab 3 Appendix 3-3 Agreement of Sale
• Media Type: D
• Archive: No

. the Escrow Agent shall disburse the Funds as directed
in the Unilateral Instructions within one business day
after the last day of the Objection Period. If the
Escrow Agent receives an Objection during the Objection
Period, the Escrow Agent shall (a) disburse any part of
the Funds requested in the Unilateral Instructions to
which no objection is made in the Objection as directed
in the Unilateral Instructions, and (b) hold and not
disburse the portion of the Funds to which the
Objection applies except in accordance with any
subsequent Joint Instructions or a Court Order.
4. Limitation on Rights and Duties of Escrow Agent.
The Escrow Agent shall not be required or permitted to inquire
as to the accuracy or validity of any Joint Instructions,
Unilateral Instructions, or Objections submitted in accordance
with the terms of this Agreement. The Escrow Agent shall not
disburse any portion of the Funds to any party except pursuant
to any Joint Instructions or Unilateral Instructions submitted
in accordance with the terms of this Agreement or pursuant to
any Court Order.
5. Termination. This Agreement shall terminate when
the Funds have been fully disbursed in accordance herewith.
6. Internleader. In the event the Escrow Agent and
. its legal counsel shall, in good faith, be uncertain as to the
Escrow Agent's obligations under this Agreement, and in the event
the Escrow Agent is unable to obtain the written agreement of
Buyer and Seller resolving such uncertainty, the Escrow Agent may
bring a declaratory or interpleader action, naming Buyer and
Seller as respondents or defendants, in any court of competent
jurisdiction in order to resolve such uncertainty; and, in such
event, the Escrow Agent shall be entitled to retain from the
Funds its out-of-pocket costs, including reasonable attorney's
fees, incurred in connection with such action.
7. Notices. All notices required or permitted
hereunder shall be in writing and shall be deemed given when a
copy thereof is actually delivered, by hand, by commercial
courier, by successful facsimile transmission, or by certified or
registered mail, return receipt requested, to the parties at the
following address:
(i) If to Buyer:
Peabody Development Company
310 North Memorial Drive, Suite 310
St. Louis, Missouri 63102-2401
Attention: J. L. Lautenschlager
Telephone: [phone]
• Facsimile: [phone]
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