exv4w31



 





Exhibit 4.31




FIFTEENTH SUPPLEMENTAL INDENTURE

(5 7/8% Senior Notes due 2016)




          Fifteenth Supplemental Indenture (this “Supplemental Indenture”), dated as of January 31,
2007, among the entities listed on Schedule I attached hereto (“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 below) 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 heretofore executed and delivered to the Trustee the First
Supplemental Indenture dated as of March 23, 2004 to the Indenture dated as of March 19, 2004, (the
"Base Indenture,” and, together with the First Supplemental Indenture, the “Indenture”) providing
for the issuance of an unlimited amount of 5 7/8% Senior Notes due 2016 (the “Notes”); as
supplemented by the Second Supplemental Indenture, dated as of April 22, 2004; Third Supplemental
Indenture, dated as of October 18, 2004; Fourth Supplemental Indenture, dated as of January 20,
2005; Fifth Supplemental Indenture, dated as of September 30, 2005; Sixth Supplemental Indenture,
dated as of January 20, 2006; Seventh Supplemental Indenture, dated as of June 13, 2006; Eighth
Supplemental Indenture, dated as of June 30, 2006; Ninth Supplemental Indenture, dated as of
September 29, 2006; and Twelfth Supplemental Indenture, dated as of November 10, 2006;




          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 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, 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 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.






	 	(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




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	 	 	 	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 First
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 First 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.
	 
	 	(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 First 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 First 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 Subsidiary 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 First
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




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	 	(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.
	 
	 	(c)	 	Except as set forth in Articles 4 and 5 of the First
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 a sale or other disposition of all of the
assets of any Subsidiary Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all to the capital stock of any
Subsidiary Guarantor, then such Subsidiary Guarantor (in the event of a sale or
other disposition, by way of merger, consolidation or otherwise, of all of the
capital stock of such Subsidiary Guarantor) or the corporation acquiring the
property (in the event of a sale or other disposition of all or substantially
all of the assets of such Subsidiary Guarantor) will be released and relieved
of any obligations under its Subsidiary Guarantee; provided that the Net
Proceeds of such sale or other disposition are applied in accordance with the
applicable provisions of the Indenture, including without limitation Section
4.10 of the Indenture. Upon delivery by the Company to the Trustee of an
Officer’s Certificate and an Opinion of Counsel to the effect that such sale or
other disposition was made by the Company in accordance with the provisions of
the Indenture, including without limitation Section 4.10 of the First
Supplemental Indenture, the




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	 	 	 	Trustee shall execute any documents reasonably required in order to evidence
the release of any Subsidiary Guarantor from its 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 First
Supplemental Indenture.





          6. No Recourse Against Others. No past, present or future director, officer, employee,
incorporator, stockholder or agent 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.




          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.




	 	 	 	 	 	 	 	 	 	 	 
	PEABODY ENERGY CORPORATION	 	 	 	US BANK NATIONAL ASSOCIATION	 	 
	(“COMPANY”)	 	 	 	(“TRUSTEE”)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Walter L. Hawkins, Jr.
 

Walter L. Hawkins, Jr.
	 	 	 	By:

Name:
	 	/s/ Philip G. Kane, Jr.
 

Philip G. Kane, Jr.
	 	 
	Title:

	 	Vice President and Treasurer
	 	 	 	Title:
	 	Vice President	 	 






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EXISTING SUBSIDIARY GUARANTORS:



AFFINITY MINING COMPANY

AMERICAN LAND DEVELOPMENT, LLC

AMERICAN LAND HOLDINGS OF ILLINOIS, LLC

AMERICAN LAND HOLDINGS OF INDIANA, LLC

AMERICAN LAND HOLDINGS OF KENTUCKY,

          LLC f/k/a BTU VENEZUELA, LLC

APPALACHIA MINE SERVICES, LLC

APPALACHIAN BASIN OIL & GAS, LLC

ARCLAR COMPANY, LLC

ARID OPERATIONS INC.

BEAVER DAM COAL COMPANY

BIG RIDGE, INC.

BIG SKY COAL COMPANY

BLACK BEAUTY COAL COMPANY, LLC

          f/k/a BLACK BEAUTY COAL COMPANY

BLACK HILLS MINING COMPANY, LLC

BLACK STALLION COAL COMPANY, LLC

BLACK WALNUT COAL COMPANY

BLUEGRASS MINE SERVICES, LLC f/k/a

BLUEGRASS COAL COMPANY

BTU EMPIRE CORPORATION

BTU WESTERN RESOURCES, INC.

CABALLO COAL COMPANY

CENTRAL STATES COAL RESERVES OF ILLINOIS, 
LLC f/k/a PEABODY
DEVELOPMENT LAND HOLDINGS, LLC

CENTRAL STATES COAL RESERVES OF INDIANA, LLC

CENTRAL STATES COAL RESERVES OF KENTUCKY, LLC

CHARLES COAL COMPANY, LLC

           f/k/a CHARLES COAL COMPANY

CLEATON COAL COMPANY

COAL PROPERTIES, LLC

          f/k/a COAL PROPERTIES CORP.

COALSALES, LLC

COALSALES II, LLC

COALTRADE INTERNATIONAL, LLC

COALTRADE, LLC

COAL RESERVES HOLDING LIMITED LIABILITY

COMPANY NO. 1

COAL RESERVES HOLDING LIMITED LIABILITY

COMPANY NO. 2

COLONY BAY COAL COMPANY

COLORADO COAL RESOURCES, LLC

COLORADO YAMPA COAL COMPANY

COOK MOUNTAIN COAL COMPANY, LLC




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          f/k/a COOK MOUNTAIN COAL COMPANY

COTTONWOOD LAND COMPANY

COULTERVILLE COAL COMPANY, LLC

          f/k/a WILLIAMSVILLE COAL COMPANY, LLC

CYPRUS CREEK LAND COMPANY

CYPRUS CREEK LAND RESOURCES, LLC

DIXON MINING COMPANY, LLC

DODGE HILL HOLDING JV, LLC

DODGE HILL OF KENTUCKY, LLC

DODGE HILL MINING COMPANY, LLC

DYSON CREEK COAL COMPANY, LLC

EACC CAMPS, INC.

EASTERN ASSOCIATED COAL, LLC

          f/k/a EASTERN ASSOCIATED COAL CORP.

EASTERN COAL COMPANY, LLC

EASTERN COAL HOLDING COMPANY, LLC

EASTERN ROYALTY CORP.

FALCON COAL COMPANY, LLC

           f/k/a FALCON COAL COMPANY

FORT ENERGY, LLC

GALLO FINANCE COMPANY

GOLD FIELDS CHILE, LLC

          f/k/a GOLD FIELDS CHILE, S.A.

GOLD FIELDS MINING, LLC

GOLD FIELDS ORTIZ, LLC

          f/k/a
GOLD FIELDS OPERATING CO. - ORTIZ

GRAND EAGLE MINING, INC.

HAYDEN GULCH TERMINAL, INC.

HIGHLAND MINING COMPANY, LLC

          f/k/a HIGHLAND MINING COMPANY

HIGHWALL MINING SERVICES COMPANY

HILLSIDE MINING COMPANY

HMC MINING, LLC

ILLINOIS BASIN OIL & GAS, LLC

INDEPENDENCE MATERIAL HANDLING, LLC f/k/a

INDEPENDENCE MATERIAL HANDLING COMPANY

INDIAN HILL COMPANY

INTERIOR HOLDINGS, LLC

          f/k/a INTERIOR HOLDINGS CORP.

JAMES RIVER COAL TERMINAL, LLC

           f/k/a JAMES RIVER COAL TERMINAL COMPANY

JARRELL’S BRANCH COAL COMPANY

JUNIPER COAL COMPANY

KANAWHA RIVER VENTURES I, LLC

KAYENTA MOBILE HOME PARK, INC.




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LOGAN FORK COAL COMPANY

MARTINKA COAL COMPANY, LLC

          f/k/a MARTINKA COAL COMPANY

MIDCO SUPPLY AND EQUIPMENT CORPORATION

MIDWEST COAL ACQUISITION CORP.

MIDWEST COAL RESERVES OF ILLINOIS, LLC

MIDWEST COAL RESERVES OF INDIANA, LLC

MIDWEST COAL RESOURCES, LLC

MOUNTAIN VIEW COAL COMPANY, LLC

          f/k/a MOUNTAIN VIEW COAL COMPANY

MUSTANG ENERGY COMPANY, L.L.C.

NEW MEXICO COAL RESOURCES, LLC

NORTH PAGE COAL CORP.

PATRIOT COAL COMPANY, L.P.

PATRIOT MIDWEST HOLDINGS, LLC

PEABODY AMERICA, INC.

PEABODY ARCHVEYOR, L.L.C.

PEABODY CARDINAL GASIFICATION, LLC

PEABODY COAL COMPANY, LLC

          f/k/a PEABODY COAL COMPANY

PEABODY DEVELOPMENT COMPANY, LLC

PEABODY ELECTRICITY, LLC

PEABODY ENERGY GENERATION HOLDING COMPANY

PEABODY ENERGY INVESTMENTS, INC.

PEABODY ENERGY SOLUTIONS, INC.

PEABODY HOLDING COMPANY, LLC

          f/k/a PHC ACQUISITION CORP.

PEABODY INVESTMENTS CORP.

PEABODY NATURAL GAS, LLC

PEABODY NATURAL RESOURCES COMPANY

PEABODY POWERTREE INVESTMENTS, LLC

PEABODY RECREATIONAL LANDS, L.L.C.

PEABODY SOUTHWESTERN COAL COMPANY

PEABODY TERMINALS, LLC

          f/k/a PEABODY TERMINALS, INC.

PEABODY VENEZUELA COAL CORP.

PEABODY VENTURE FUND, LLC

PEABODY-WATERSIDE DEVELOPMENT, L.L.C.

PEABODY WESTERN COAL COMPANY

PEC EQUIPMENT COMPANY, LLC

PINE RIDGE COAL COMPANY, LLC

          f/k/a PINE RIDGE COAL COMPANY

POINT PLEASANT DOCK COMPANY, LLC

POND CREEK LAND RESOURCES, LLC

POND RIVER LAND COMPANY

PORCUPINE PRODUCTION, LLC




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PORCUPINE TRANSPORTATION, LLC

POWDER RIVER COAL, LLC

          f/k/a POWDER RIVER COAL COMPANY

POWDER RIVER RESOURCES, LLC

PRAIRIE STATE GENERATING COMPANY, LLC

RANDOLPH LAND HOLDING COMPANY, LLC

RIVERS EDGE MINING, INC.

RIVERVIEW TERMINAL COMPANY

ROCKIES NATURAL GAS, LLC

SCHOOL CREEK COAL COMPANY, LLC

SCHOOL CREEK COAL RESOURCES, LLC

SENECA COAL COMPANY

SENTRY MINING, LLC

          f/k/a SENTRY MINING COMPANY

SHOSHONE COAL CORPORATION

SNOWBERRY LAND COMPANY

STAR LAKE ENERGY COMPANY, L.L.C.

STERLING SMOKELESS COAL COMPANY, LLC

          f/k/a
STERLING SMOKELESS COAL COMPANY

SUGAR CAMP PROPERTIES, LLC f/k/a

          SUGAR CAMP PROPERTIES

THOROUGHBRED GENERATING COMPANY, LLC

THOROUGHBRED MINING COMPANY, L.L.C.

TWENTYMILE COAL COMPANY

UNION COUNTY COAL CO., LLC

WEST ROUNDUP RESOURCES, INC.

WYOMING NATURAL GAS, LLC

YANKEETOWN DOCK, LLC

          f/k/a YANKEETOWN DOCK CORPORATION




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Walter L. Hawkins, Jr.
 	 
	 	Name:	  	Walter L. Hawkins, Jr.  	 
	 	Title:	  	Vice President 	 
	 




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ADDITIONAL GUARANTORS:



CASEYVILLE DOCK COMPANY, LLC

DYSON CREEK MINING COMPANY, LLC

EL SEGUNDO COAL COMPANY, LLC

EL SEGUNDO COAL RESOURCES, LLC

MIDWEST COAL RESOURCES II, LLC

OHIO COUNTY COAL COMPANY, LLC

PEABODY INTERNATIONAL SERVICES, INC.

WILLIAMS FORK COAL COMPANY, LLC

WILLIAMS FORK COAL RESOURCES, LLC




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Walter L. Hawkins, Jr.
 	 
	 	Name:	  	Walter L. Hawkins, Jr. 	 
	 	Title:	  	Vice President & Treasurer 	 



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SCHEDULE I




NEW GUARANTEEING SUBSIDIARIES



Caseyville Dock Company, LLC, a Delaware limited liability company

Dyson Creek Mining Company, LLC, a Delaware limited liability company

El Segundo Coal Company, LLC, a Delaware limited liability company

El Segundo Coal Resources, LLC, a Delaware limited liability company

Midwest Coal Resources II, LLC, a Delaware limited liability company

Ohio County Coal Company, LLC, a Delaware limited liability company

Peabody International Services, Inc., a Delaware corporation

Williams Fork Coal Company, LLC, a Delaware limited liability company

Williams Fork Coal Resources, LLC, a Delaware limited liability company





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