EX-4.3





Exhibit 4.3


THIRTY-SECOND SUPPLEMENTAL INDENTURE

(7 7/8% Senior Notes due 2026)


          Thirty-second Supplemental Indenture (this “Supplemental Indenture”), dated as of
March 13, 2009, by the entities listed on Schedule I 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 U.S. Bank National Association, as
Trustee under the Indenture referred to below (the “Trustee”).


W I T N E S S E T H


          WHEREAS, the Company has executed and delivered to the Trustee the Eleventh Supplemental
Indenture dated as of October 12, 2006 to the Indenture dated as of March 19, 2004, (the “Base
Indenture,” and, together with the Eleventh Supplemental Indenture, the “Indenture”)
providing for the issuance of an unlimited amount of 7 7/8% Senior Notes due 2026 (the
“Notes”), as supplemented by:



	 	•	 	the Fourteenth Supplemental Indenture dated as of November 10, 2006;
	 
	 	•	 	the Seventeenth Supplemental Indenture dated as of January 31, 2007;
	 
	 	•	 	the Twentieth Supplemental Indenture dated as of June 14, 2007;
	 
	 	•	 	the Twenty-third Supplemental Indenture dated as of November 14, 2007;
	 
	 	•	 	the Twenty-sixth Supplemental Indenture dated as of March 31, 2008;
	 
	 	•	 	the Twenty-ninth Supplemental Indenture dated as of November 5, 2008; and





          WHEREAS, the Indenture provides that under certain circumstances each of the Guaranteeing
Subsidiaries shall execute and deliver to the Trustee a supplemental Indenture pursuant to which
each of the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s
Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the
“Subsidiary Guarantee”); and




          WHEREAS, pursuant to Section 9.01 of the Base 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, each of 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. Each of the Guaranteeing Subsidiaries hereby agrees as follows:



	 	(a)	 	Along with each of the 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.






	 	(b)	 	The obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of the Notes or the Indenture, the absence of
any action to enforce the same, any waiver or consent by any Holder of the Notes with
respect to any provisions hereof or thereof, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a Subsidiary
Guarantor.
	 
	 	(c)	 	The following is hereby waived: diligence presentment, demand of payment,
filing of claims with a court in the event of insolvency or bankruptcy of the Company,
any right to require a proceeding first against the Company, protest, notice and all
demands whatsoever.
	 
	 	(d)	 	This Subsidiary Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and the Indenture.
	 
	 	(e)	 	If any Holder or the Trustee is required by any court or otherwise to return
to the Company, the Subsidiary Guarantors, or any custodian, Trustee, liquidator or
other similar official acting in relation to either the Company or the Subsidiary
Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary
Guarantee, to the extent theretofore discharged, shall be reinstated in full force and
effect.
	 
	 	(f)	 	The Guaranteeing Subsidiaries shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed hereby
until payment in full of all obligations guaranteed hereby.
	 
	 	(g)	 	As between the Subsidiary Guarantors, on the one hand, and the Holders and
the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby
may be accelerated as provided in Article 6 of the Eleventh Supplemental Indenture for
the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of such
obligations as provided in Article 6 of the Eleventh Supplemental Indenture, such
obligations (whether or not due and payable) shall forthwith become due and payable by
the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee.




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	 	(h)	 	The Subsidiary Guarantors shall have the right to seek contribution from any
non-paying Subsidiary Guarantor so long as the exercise of such right does not impair
the rights of the Holders under the Subsidiary Guarantee.
	 
	 	(i)	 	Pursuant to Section 9.04 of the Eleventh Supplemental Indenture, after giving
effect to any maximum amount and any other contingent and fixed liabilities that are
relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after
giving effect to any collections from, rights to receive contribution from or payments
made by or on behalf of any other Subsidiary Guarantor in respect of the obligations
of such other Subsidiary Guarantor under Article 9 of the Eleventh Supplemental
Indenture shall result in the obligations of such Subsidiary Guarantor under its
Subsidiary Guarantee not constituting a fraudulent transfer or conveyance.





          3. Execution and Delivery. Each of the Guaranteeing Subsidiaries agrees that the Subsidiary
Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each
Note a notation of such Subsidiary Guarantee.




          4. Guaranteeing Subsidiaries May Consolidate, Etc. on Certain Terms.





	 	(a)	 	The Guaranteeing Subsidiaries may not consolidate with or merge with or into
(whether or not such Subsidiary Guarantor is the surviving Person) another
corporation, Person or entity whether or not affiliated with such Subsidiary Guarantor
unless:






	 	(i)	 	subject to Section 9.04 of the Eleventh Supplemental
Indenture, the Person formed by or surviving any such consolidation or merger
(if other than a Subsidiary Guarantor or the Company) unconditionally assumes
all the obligations of such Subsidiary Guarantor, pursuant to a supplemental
Indenture in form and substance reasonably satisfactory to the Trustee, under
the Notes, the Indenture and the Subsidiary Guarantee on the terms set forth
herein or therein; and
	 
	 	(ii)	 	immediately after giving effect to such transaction, no
Default or Event of Default exists.






	 	(b)	 	In case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor corporation, by supplemental Indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary
Guarantee endorsed upon the Notes and the due and punctual performance of all of the
covenants and conditions of the Indenture to be performed by the Subsidiary Guarantor,
such successor corporation shall succeed to and be substituted for the Subsidiary
Guarantor with the same effect as if it had been named herein as a Subsidiary
Guarantor. Such successor corporation thereupon may cause to be signed any or all of
the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder
which theretofore shall not have been signed by the Company and delivered to the
Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same
legal rank and benefit under the Indenture as the Subsidiary Guarantees theretofore
and thereafter issued in accordance with the terms of the Indenture as though all of
such Subsidiary Guarantees had been issued at the date of the execution hereof.




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	 	(c)	 	Except as set forth in Articles 4 and 5 of the Eleventh Supplemental
Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in the
Indenture or in any of the Notes shall prevent any consolidation or merger of a
Subsidiary Guarantor with or into the Company or another Subsidiary Guarantor, or
shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an
entirety or substantially as an entirety to the Company or another Subsidiary
Guarantor.





          5. Releases.





	 	(a)	 	In the event of (i) the release or discharge of the Guarantee of the Credit
Agreement by a Subsidiary Guarantor, except a discharge or release by or as a result
of payment under such Guarantee or (ii) a sale or other disposition by way of such a
merger, consolidation or otherwise, of all of the capital stock of any Subsidiary
Guarantor, then such Subsidiary Guarantor (in the event of a sale or other disposition
of all of the capital stock of such Subsidiary Guarantor) will be released and
relieved of any obligations under its Subsidiary Guarantee.
	 
	 	(b)	 	Any Subsidiary Guarantor not released from its obligations under its
Subsidiary Guarantee shall remain liable for the full amount of principal of and
interest on the Notes and for the other obligations of any Subsidiary Guarantor under
the Indenture as provided in Article 9 of the Eleventh Supplemental Indenture.





          6. No Recourse Against Others. No past, present or future director, officer, employee,
incorporator, stockholder or agent of any of the Guaranteeing Subsidiaries, as such, shall have any
liability for any obligations of the Company or any Guaranteeing Subsidiaries under the Notes, any
Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the Commission that such a waiver is
against public policy.




          7. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS SUPPLEMENTAL INDENTURE.




          8. Counterparts. The parties may sign any number of copies of this Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement.




          9. Effect of Headings. The Section headings herein are for convenience only and shall not
affect the construction hereof.




          10. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the
recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries
and the Company.




[Signature page follows]




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	PEABODY ENERGY CORPORATION

(“COMPANY”)	 	 	 	US BANK NATIONAL ASSOCIATION

(“TRUSTEE”)
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Walter L. Hawkins, Jr.
	 	 	 	By:
	 	/s/ Philip G. Kane, Jr.
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Walter L. Hawkins, Jr.
	 	 	 	Name:
	 	Philip G. Kane, Jr.
	Title:

	 	Senior Vice President & Treasurer
	 	 	 	Title:
	 	 Vice President






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Existing Subsidiary Guarantors:




American Land Development, LLC

American Land Holdings of Illinois, LLC

American Land Holdings of Indiana, LLC

American Land Holdings of Kentucky, LLC

American Land Holdings of West Virginia, LLC

Arclar Company, LLC

Arid Operations Inc.

Big Ridge, Inc.

Big Sky Coal Company

Black Beauty Coal Company, LLC

Black Hills Mining Company, LLC

BTU Empire Company, LLC

      f/k/a BTU Empire Corporation

BTU Western Resources, Inc.

Caballo Coal Company

Caseyville Dock Company, LLC

Central States Coal Reserves of Illinois, LLC

Central States Coal Reserves of Indiana, LLC

Century Mineral Resources, Inc.

COALSALES, LLC

COALSALES II, LLC

COALTRADE International, LLC

COALTRADE, LLC

Coal Reserves Holding Limited Liability Company No. 1

Colorado Yampa Coal Company

Conservancy Resources, LLC

Cottonwood Land Company

Coulterville Coal Company, LLC

Cyprus Creek Land Company

Cyprus Creek Land Resources, LLC

Dyson Creek Coal Company, LLC

Dyson Creek Mining Company, LLC

El Segundo Coal Company, LLC

Falcon Coal Company, LLC

Gallo Finance Company

Gold Fields Chile, LLC

Gold Fields Mining, LLC

Gold Fields Ortiz, LLC

Hayden Gulch Terminal, Inc.

Highwall Mining Services Company

Hillside Recreational Lands, LLC

HMC Mining, LLC

Illinois Land Holdings, LLC

Independence Material Handling, LLC

James River Coal Terminal, LLC

Juniper Coal Company

Kayenta Mobile Home Park, Inc.

Kentucky Syngas, LLC

Lively Grove Energy Partners, LLC




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Marigold Electricity, LLC

Marigold Energy, LLC

Midco Supply and Equipment Corporation

Midwest Coal Acquisition Corp.

Midwest Coal Reserves of Illinois, LLC

Midwest Coal Reserves of Indiana, LLC

Mustang Energy Company, L.L.C.

New Mexico Coal Resources, LLC

New Mexico Employment Resources, LLC

Peabody America, Inc.

Peabody Archveyor, L.L.C.

Peabody Cardinal Gasification, LLC

Peabody Colorado Operations, LLC

      f/k/a Colorado Coal Resources, LLC

Peabody Development Company, LLC

Peabody Electricity, LLC

Peabody Energy Generation Holding Company

Peabody Energy Investments, Inc.

Peabody Energy Solutions, Inc.

Peabody Holding Company, LLC

Peabody International Investments, Inc.

Peabody International Services, Inc.

Peabody Investments Corp.

Peabody Midwest Operations, LLC

      f/k/a Midwest Coal Resources, LLC

Peabody Natural Gas, LLC

Peabody Natural Resources Company

Peabody Powder River Operations, LLC

      f/k/a Powder River Resources, LLC

Peabody Powertree Investments, LLC

Peabody Recreational Lands, L.L.C.

Peabody Rocky Mountain Services, LLC

      f/k/a Williams Fork Coal Resources, LLC

Peabody Southwest, LLC

Peabody Southwestern Coal Company

Peabody Terminal Holdings Company, Inc.

Peabody Terminals, LLC

Peabody Venezuela Coal Corp.

Peabody Venture Fund, LLC

Peabody-Waterside Development, L.L.C.

Peabody Western Coal Company

PEC Equipment Company, LLC

Point Pleasant Dock Company, LLC

Pond River Land Company

Porcupine Production, LLC

Porcupine Transportation, LLC

Powder River Coal, LLC

Randolph Land Resources, LLC

Randolph Land Holding Company, LLC

Riverview Terminal Company

Sage Creek Holdings, LLC




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School Creek Coal Company, LLC

School Creek Coal Resources, LLC

Seneca Coal Company

Shoshone Coal Corporation

Star Lake Energy Company, L.L.C.

Sugar Camp Properties, LLC

Thoroughbred Generating Company, LLC

Thoroughbred Mining Company, L.L.C.

Twentymile Coal Company

West Roundup Resources, Inc.

Williams Fork Coal Company, LLC

Wyoming Natural Gas, LLC




	 	 	 	 	 
	By: 

Name:

	 	/s/ Walter L. Hawkins, Jr.
 

Walter L. Hawkins, Jr.
	 	 
	Title:

	 	Senior Vice President and Treasurer	 	 






Additional Guarantors:

American Land Holdings of Colorado, LLC

Bear Run Coal Company, LLC

Elkland Holdings, LLC

Peabody Bear Run Services, LLC

Peabody Colorado Services, LLC

Peabody Employment Services, LLC

Peabody Gateway Services, LLC

Peabody Illinois Services, LLC

Peabody Indiana Services, LLC

Peabody Midwest Management Services, LLC

Peabody Midwest Services, LLC

Peabody Operations Holding, LLC

Peabody Powder River Management Services, LLC

Peabody Powder River Services, LLC

Peabody Rocky Mountain Management Services, LLC

Peabody Services Holding, LLC

Peabody Wild Boar Services, LLC

Peabody Wyoming Services, LLC

Sage Creek Coal Company, LLC

Vigo Employment Resources, LLC

Wild Boar Coal Company, LLC




	 	 	 	 	 
	By:

	 	/s/ Walter L. Hawkins, Jr.	 	 
	Name:

	 	 

Walter L. Hawkins, Jr.
	 	 
	Title:

	 	Senior Vice President and Treasurer	 	 






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SCHEDULE I




New Guaranteeing Subsidiaries:




American Land Holdings of Colorado, LLC, a Delaware limited liability company,

Bear Run Coal Company, LLC, a Delaware limited liability company,

Elkland Holdings, LLC, a Delaware limited liability company,

Peabody Bear Run Services, LLC, a Delaware limited liability company,

Peabody Colorado Services, LLC, a Delaware limited liability company,

Peabody Employment Services, LLC, a Delaware limited liability company,

Peabody Gateway Services, LLC, a Delaware limited liability company,

Peabody Illinois Services, LLC, a Delaware limited liability company,

Peabody Indiana Services, LLC, a Delaware limited liability company,

Peabody Midwest Management Services, LLC, a Delaware limited liability company,

Peabody Midwest Services, LLC, a Delaware limited liability company,

Peabody Operations Holding, LLC, a Delaware limited liability company,

Peabody Powder River Management Services, LLC, a Delaware limited liability company,

Peabody Powder River Services, LLC, a Delaware limited liability company,

Peabody Rocky Mountain Management Services, LLC, a Delaware limited liability company,

Peabody Services Holding, LLC, a Delaware limited liability company,

Peabody Wild Boar Services, LLC, a Delaware limited liability company,

Peabody Wyoming Services, LLC, a Delaware limited liability company,

Sage Creek Coal Company, LLC, a Delaware limited liability company,

Vigo Employment Resources, LLC, a Delaware limited liability company, and

Wild Boar Coal Company, LLC, a Delaware limited liability company




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