SECOND SUPPLEMENTAL INDENTURE



      SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of

September 30, 2003, by and among the entities listed on Schedule 1 attached

hereto (the "Guaranteeing Subsidiaries"), each being a subsidiary of Peabody

Energy Corporation (or its permitted successor), a Delaware corporation (the

"Company"), the Company, the other Subsidiary Guarantors (as defined in the

Indenture referred to herein) and US Bank National Association, as Trustee under

the Indenture referred to below (the "Trustee").



                                   WITNESSETH



      WHEREAS, the Company has heretofore executed and delivered to the Trustee

an Indenture (the "Indenture"), dated as of March 21, 2003 providing for the

issuance of an unlimited amount of 6-7/8% Notes due 2013 (the "Notes"), as

supplemented by a First Supplemental Indenture, dated as of May 7, 2003;



      WHEREAS, the Indenture provides that under certain circumstances the

Guaranteeing Subsidiaries shall execute and deliver to the Trustee a

supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall

unconditionally guarantee all of the Company's Obligations under the Notes on

the terms and conditions set forth herein (the "Subsidiary Guarantee"); and



      WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is

authorized to execute and deliver this Supplemental Indenture.



      NOW THEREFORE, in consideration of the foregoing and for other good and

valuable consideration, the receipt of which is hereby acknowledged, the

Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the

equal and ratable benefit of the Holders of the Notes as follows:



      1. Capitalized Terms. Capitalized terms used herein without definition

shall have the meanings assigned to them in the Indenture.



      2. Agreement to Guarantee. The Guaranteeing Subsidiaries hereby agree as

follows:



      (a)   Along with all Subsidiary Guarantors named in the Indenture, to

            jointly and severally Guarantee to each Holder of a Note

            authenticated and delivered by the Trustee and to the Trustee and

            its successors and assigns, irrespective of the validity and

            enforceability of the Indenture, the Notes or the obligations of the

            Company hereunder or thereunder, that:



            (i)   the principal of and interest on the Notes will be promptly

                  paid in full when due, whether at maturity, by acceleration,



                  redemption or otherwise, and interest on the overdue principal

                  of and interest on the Notes, if any, if lawful, and all other

                  obligations of the Company to the Holders or the Trustee

                  hereunder or thereunder will be promptly paid in full or

                  performed, all in accordance with the terms hereof and

                  thereof; and



            (ii)  in case of any extension of time of payment or renewal of any

                  Notes or any of such other obligations, that same will be

                  promptly paid in full when due or performed in accordance with

                  the terms of the extension or renewal, whether at stated

                  maturity, by acceleration or otherwise.



            Failing payment when due of any amount so guaranteed or any

            performance so guaranteed for whatever reason, the Subsidiary

            Guarantors shall be jointly and severally obligated to pay the same

            immediately. Each Subsidiary Giarantor agrees that this is a

            guarantee of payment and not a guarantee of collection.

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