exv4w14



 






Exhibit 4.14




EIGHTH SUPPLEMENTAL INDENTURE




     EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 20,
2006, 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; Second Supplemental Indenture, dated as of September 30, 2003;Third
Supplemental Indenture, dated as of February 24, 2004; Fourth Supplemental Indenture, dated as of
April 22, 2004; Fifth Supplemental Indenture, dated as of October 18, 2004; Sixth Supplemental
Indenture, dated January 20, 2005; and Seventh Supplemental Indenture, dated as of September 30,
2005.



     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
Guarantor 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 enforceability of the Notes or
the obligations of the Company under 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 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 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 10.04 of the 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 10 of the Indenture shall result in
the obligations of such Subsidiary Guarantor under 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 Senior Subordinated Note Guarantor is the
surviving Person) another corporation, Person or entity whether or not
affiliated with such Subsidiary Guarantor unless:






	 	(i)	 	subject to Section 10.04 of the 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.
	 
	 	(c)	 	Except as set forth in Articles 4 and 5 of the 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 Indenture, the
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 10 of the
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 of the 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 executed
by their respective officers thereunto duly authorized, as of the date first written above.



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

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

	 	 
	 	 	 	 	 	 
	Name:

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

	 	Vice President and Treasurer
	 	 	 	Title:
	 	Vice President






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
	 

	 	ARCLAR COMPANY, LLC
	 

	 	ARID OPERATIONS INC.
	 

	 	BEAVER DAM COAL COMPANY

BIG RIDGE, INC.
	 

	 	BIG SKY COAL COMPANY
	 

	 	BLACK BEAUTY COAL COMPANY
	 

	 	BLACK BEAUTY EQUIPMENT COMPANY
	 

	 	BLACK BEAUTY HOLDING COMPANY, LLC
	 

	 	BLACK BEAUTY MINING, INC.

BLACK BEAUTY RESOURCES, LLC
	 

	 	      f/k/a BLACK BEAUTY RESOURCES, INC.
	 

	 	BLACK BEAUTY UNDERGROUND, INC.
	 

	 	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
	 

	 	CABALLO COAL COMPANY
	 

	 	CENTRAL STATES COAL RESERVES OF ILLINOIS, LLC
	 

	 	      f/k/a PEABODY DEVELOPMENT LAND
	 

	 	      HOLDINGS, 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 YAMPA COAL COMPANY
	 

	 	COOK MOUNTAIN COAL COMPANY, LLC
	 

	 	     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.
	 

	 	EAGLE COAL COMPANY
	 

	 	EASTERN ASSOCIATED COAL, LLC
	 

	 	     f/k/a EASTERN ASSOCIATED COAL CORP.
	 

	 	EASTERN COAL COMPANY, LLC
	 

	 	EASTERN ROYALTY CORP.
	 

	 	EMPIRE MARINE, LLC
	 

	 	FALCON COAL COMPANY
	 

	 	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
	 

	 	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.
	 

	 	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.
	 

	 	OHIO COUNTY COAL COMPANY
	 

	 	PATRIOT COAL COMPANY, L.P.
	 

	 	PDC PARTNERSHIP HOLDINGS, LLC
	 

	 	     f/k/a PDC PARTNERSHIP HOLDINGS, INC.
	 

	 	PEABODY AMERICA, INC.
	 

	 	PEABODY ARCHVEYOR, L.L.C.
	 

	 	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
	 

	 	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
	 

	 	SCHOOL CREEK COAL COMPANY, 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
	 

	 	THOROUGHBRED, L.L.C.
	 

	 	THOROUGHBRED GENERATING COMPANY, LLC
	 

	 	THOROUGHBRED MINING COMPANY, L.L.C.
	 

	 	TWENTYMILE COAL COMPANY
	 

	 	UNION COUNTY COAL CO., LLC
	 

	 	YANKEETOWN DOCK, LLC
	 

	 	     f/k/a YANKEETOWN DOCK CORPORATION






	 	 	 	 	 
	 

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

	 	 	 	 
	 	 	Name: Walter L. Hawkins, Jr.
	 	 	Title: Vice President











 









 












ADDITIONAL GUARANTORS:




	 	 	 	 	 	 	 
	 	 	CENTRAL STATES COAL RESERVES OF INDIANA, LLC
	 
	 	 	 	 	 	 
	 

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

	 	 	 	 	 	 
	 	 	Name: Walter L. Hawkins, Jr.	 	 
	 	 	Title: Vice President & Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	PATRIOT MIDWEST HOLDINGS, LLC
	 
	 	 	 	 	 	 
	 

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

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






 









 





SCHEDULE 1




NEW GUARANTEEING SUBSIDIARIES




Central States Coal Reserves of Indiana, LLC, a Delaware limited liability company

Patriot Midwest Holdings, LLC, a Delaware limited liability company