EX-4.24



 







Exhibit 4.24




(Face of Note)




___% Senior Notes due 20___




	 	 	 
	 

	 	CUSIP ___
	 

	 	  ISIN ___
	 
	No.

	 	     $






PEABODY ENERGY CORPORATION



promises to pay to CEDE & CO., INC. or registered assigns, the principal sum of                      Dollars ($                    ) on
                     , 20___.



Interest Payment Dates:                      and                     .



Record Dates:                      and                     .



Dated:                     , 20___.




 









 





IN WITNESS WHEREOF, the Company has caused this instrument to be signed manually or by facsimile by
its duly authorized officer.




	 	 	 	 	 
	 	PEABODY ENERGY CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title 	 
	 



This is one of the [Global]

Securities referred to in the

within-mentioned Indenture:




U.S. Bank National Association

as Trustee




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 






Dated                     , 20___




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(Back of Note)




___% Senior Notes due 20___



[Insert the Global Note Legend, if applicable, pursuant to the terms of the Indenture.]



Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated.




     1. Interest. Peabody Energy Corporation, a Delaware corporation (the “Company”), promises to
pay interest on the principal amount of this Security at ___% per annum from                     , 20___until
maturity. The Company will pay interest semi-annually on                      and                      of each year, or
if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest
Payment Date”). Interest on the Securities will accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from                     , 20___; provided that if there is no
existing Default in the payment of interest, and if this Security is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be                     , 20___. The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from
time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest (without regard to any applicable grace periods) from time to time
on demand at the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.



     2. Method of Payment. The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered Holders of Securities at the close of business on the
                    or                      next preceding the Interest Payment Date (except as provided in Section
3.08 of the Base Indenture (as defined below) with respect to defaulted interest), even if such
Securities are canceled after such record date and on or before such Interest Payment Date. The
Securities will be payable as to principal, premium, if any, and interest at the office or agency
of the Company maintained for such purpose within or without the City and State of New York, or, at
the option of the Company, payment of interest may be made by check mailed to the Holders at their
addresses set forth in the register of Holders, and provided that payment by wire transfer of
immediately available funds will be required with respect to principal of and interest, premium on
all Global Securities and all other Securities the Holders of which shall have provided wire
transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts.



     3. Paying Agent and Registrar. Initially, U.S. Bank National Association, the Trustee under
the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or
Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.



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     4. Indenture. The Company issued the Securities under the ___Supplemental Indenture dated
as of                    , 20___to a Base Indenture dated as of March 19, 2004 (the “Base Indenture” and,
collectively, the “Indenture”) between the Company and the Trustee. The terms of the Securities
include those stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Securities are subject
to all such terms, and Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Security conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are
obligations of the Company.



     5. The principal on the Securities shall be due and payable on                     , 20___.



     6. [Optional Redemption.] [Insert applicable language, if any.]



     7. Mandatory Redemption. The Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Securities.



     8. [Repurchase at Option of Holder.] [Insert applicable language, if any.]



     9. Notice of Redemption. If applicable, notice of redemption will be mailed at least 30 days
but not more than 60 days before the redemption date to each Holder whose Securities are to be
redeemed at its registered address. Securities in denominations larger than $1,000 may be redeemed
in part but only in whole multiples of $1,000, unless all of the Securities held by a Holder are to
be redeemed. On and after the redemption date interest ceases to accrue on Securities or portions
thereof called for redemption.



     10. Denominations, Transfer, Exchange. The Securities are in registered form without coupons
in denominations of $1,000 and integral multiples of $1,000. The transfer of Securities may be
registered and Securities may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture.



     11. Persons Deemed Owners. The registered Holder of a Security may be treated as its owner for
all purposes.



     12. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture, the
Guarantees or the Securities may be amended or supplemented with the consent of the Holders of at
least a majority in principal amount of the then outstanding Securities, voting as a single class,
and any existing default or compliance with any provision of the Indenture, the Guarantees or the
Securities may be waived with the consent of the Holders of a majority in principal amount of the
then outstanding Securities, voting as a single class. Without the consent of any Holder of a
Security, the Indenture, the Guarantees or the Securities may be amended or supplemented to cure
any ambiguity, defect or inconsistency, to provide for uncertificated Securities in addition to or
in place of certificated Securities, to provide for the assumption of the Company’s or Guarantor’s
obligations to Holders of the Securities in case of a merger or consolidation, to make any change
that would provide any additional rights or benefits to the Holders of the Securities or that does
not adversely affect the legal rights under the Indenture of



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any such Holder, to comply with the requirements of the Commission in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act, to provide for the
issuance of additional Securities in accordance with the limitations set forth in the Indenture, or
to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Guarantee with
respect to the Securities.



     13. Defaults and Remedies. An “Event of Default” occurs if: (i) the Company defaults in the
payment when due of interest on, with respect to, the Securities and such default continues for a
period of 30 days; (ii) the Company defaults in the payment when due of principal of or premium, if
any, on the Securities when the same becomes due and payable at maturity, upon redemption
(including in connection with an offer to purchase) or otherwise; (iii) the Company fails to
observe or perform any other covenant, representation, warranty or other agreement in the Indenture
or the Securities for 60 days after written notice to the Company by the Trustee or the Holders of
at least 25% in aggregate principal amount of the Securities then outstanding voting as a single
class; (iv) certain events of bankruptcy or insolvency occur with respect to the Company or any of
its Significant Subsidiaries; or (v) except as permitted by the Indenture, any Guarantee is held in
any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full
force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or
disaffirm its obligations under such Guarantor’s Guarantee. [Insert additional Events of Default,
if any.]



     If any Event of Default (other than an Event of Default specified in Section 5.01(e) of the
Base Indenture with respect to the Company [insert additional carveouts, if any]) occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding
Securities may declare all the Securities to be due and payable immediately. Upon any such
declaration, the Securities shall become due and payable immediately. Notwithstanding the
foregoing, if an Event of Default specified in clause (e) of Section 5.01 of the Base Indenture
[insert additional provisions, if any] occurs with respect to the Company, all outstanding
Securities shall be due and payable without further action or notice. The Holders of a majority in
aggregate principal amount of the then outstanding Securities by written notice to the Trustee may
on behalf of all of the Holders rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree and if all existing Events of Default (except
nonpayment of principal, interest or premium that has become due solely because of the
acceleration) have been cured or waived.



     14. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may
make loans to, accept deposits from, and perform services for the Company or its Affiliates, and
may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.



     15. No Recourse Against Others. A director, officer, employee, incorporator or stockholder, of
the Company, as such, shall not have any liability for any obligations of the Company under the
Securities or the Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for the issuance of the Securities.



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     16. Authentication. This Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.



     17. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee,
such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
(= Uniform Gifts to Minors Act).



     18. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the
Securities and the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as printed on the
Securities or as contained in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.


The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to:




Peabody Energy Corporation

701 Market Street

St. Louis, Missouri 63101-1826

Attention: Chief Legal Officer




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Assignment Form



To assign this Security, fill in the form below:



(I) or (we) assign and transfer this Security to




      



(Insert assignee’s soc. sec. or other tax I.D. no.)




      




      




      




      



(Print or type assignee’s name, address and zip code)



and irrevocably appoint                                          as agent to transfer this Security on the books of the
Company. The agent may substitute another to act for him.




      




	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Your Signature:	 	 
	 	 	 	 	 	 	 

	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(Sign exactly as your name appears on the face of
this Security)
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Signature Guarantee:	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of
the Registrar, which requirements include membership
or participation in the Security Transfer Agent
Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the
Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended






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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY




     The following exchanges of a part of this Global Security for an interest in another Global
Security [or for a Definitive Note], or exchanges of a part of another Global Security [or
Definitive Note] for an interest in this Global Security, have been made:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Principal Amount of	 	 	 
	 	 	Amount of decrease	 	 	Amount of increase	 	 	this Global Security	 	 	Signature of
	 	 	in Principal amount	 	 	in Principal Amount	 	 	following such	 	 	authorized signatory
	 	 	of this Global	 	 	of this Global	 	 	decrease (or	 	 	of Trustee [or Note
	Date of Exchange	 	Security	 	 	Security	 	 	increase)	 	 	Custodian]









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