FIRST SUPPLEMENTAL INDENTURE



         FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as

of May 7, 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");



         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



{PAGE}



                                    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.



                  (b)      The obligations hereunder shall be joint and several

                           and unconditional, irrespective of the validity or

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC