exv4w3






Exhibit 4.3




THIRTY-EIGHTH SUPPLEMENTAL INDENTURE

(6.50% Senior Notes due 2020)




     Thirty-eighth Supplemental Indenture (this “Supplemental Indenture”), dated as of
April 21, 2011, by the entities listed on Schedule I (“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 Thirty-Third Supplemental
Indenture dated as of August 25, 2010 to the Indenture dated as of March 19, 2004, (the “Base
Indenture,” and, together with the Thirty-third Supplemental Indenture, the
“Indenture”) providing for the issuance of an unlimited amount of 6.50% Senior Notes due
2020 (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 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 Guaranteeing Subsidiary 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 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 9.04 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 9 of the Indenture
shall result in the obligations of such Subsidiary Guarantor under its
Subsidiary Guarantee not constituting a fraudulent transfer or conveyance.





2









 










          3. Execution and Delivery. Each Guaranteeing Subsidiary 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 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 shall have occurred and be continuing.






	 	(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 (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,





3









 





	 	 	 	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 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:

	 	/s/ Carey J. Dubois
	 	 	 	By:
	/s/ Philip G. Kane, Jr.
	 	 
	 

	 	 
	 	 	 	 	 	 	 
	Name: Carey J. Dubois	 	 	 	Name: Philip G. Kane, Jr.	 	 
	Title: Vice President and Treasurer	 	 	 	Title: Vice President	 	 






4









 





Existing Subsidiary Guarantors:




American Land Development, LLC

American Land Holdings of Colorado, 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

Arid Operations Inc.

Big Ridge, Inc.

Big Sky Coal Company

Black Hills Mining Company, LLC

BTU Western Resources, Inc.

Caballo Grande, LLC

Caseyville Dock Company, LLC

Central States Coal Reserves of Illinois LLC

Central States Coal Reserves of Indiana, LLC

Century Mineral Resources, Inc.

Coal Reserve Holding Limited Liability Company No. 1

COALSALES II, LLC

Colorado Yampa Coal Company

Conservancy Resources, LLC

Cottonwood Land Company

Cyprus Creek Land Company

Cyprus Creek Land Resources, LLC

Dyson Creek Coal Company, LLC

Dyson Creek Mining Company, LLC

El Segundo Coal Company, LLC

Elkland Holdings, LLC

Falcon Coal Company, LLC

Gallo Finance Company

Gold Fields Chile, LLC

Gold Fields Mining LLC

Gold Fields Ortiz, LLC

Hayden Gulch Terminal, LLC

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, LLC

Lively Grove Energy Partners, LLC

Marigold Electricity, LLC

Midco Supply and Equipment Corporation




5









 





Midwest Coal Acquisition Corp.

Midwest Coal Reserves of Illinois, LLC

Midwest Coal Reserves of Indiana, LLC

Moffat County Mining, LLC (f/k/a BTU Empire Company, LLC)

Mustang Energy Company, L.L.C.

New Mexico Coal Resources, LLC

Peabody America, Inc.

Peabody Archveyor, L.L.C.

Peabody Arclar Mining, LLC

Peabody Bear Run Mining, LLC

Peabody Bear Run Services, LLC

Peabody Caballo Mining, LLC (f/k/a Caballo Coal, LLC)

Peabody Cardinal Gasification, LLC

Peabody COALSALES, LLC

Peabody COALTRADE International (CTI), LLC

Peabody COALTRADE, LLC

Peabody Colorado Operations, LLC

Peabody Colorado Services, LLC

Peabody Coulterville Mining, LLC

Peabody Development Company, LLC

Peabody Electricity, LLC

Peabody Employment Services, LLC

Peabody Energy Generation Holding Company

Peabody Energy Investments, Inc.

Peabody Energy Solutions, Inc.

Peabody Gateway Services, LLC

Peabody Holding Company, LLC

Peabody Illinois Services, LLC

Peabody Indiana Services, LLC

Peabody International Investments, Inc.

Peabody International Services, Inc.

Peabody Investments Corp.

Peabody Midwest Management Services, LLC

Peabody Midwest Mining, LLC

Peabody Midwest Operations, LLC

Peabody Midwest Services, LLC

Peabody Natural Gas, LLC

Peabody Natural Resources Company

Peabody New Mexico Services, LLC

Peabody Operations Holding, LLC

Peabody Powder River Mining, LLC (f/k/a Powder River Coal, LLC)

Peabody Powder River Operations, LLC

Peabody Powder River Services, LLC

Peabody PowerTree Investments, LLC

Peabody Recreational Lands, L.L.C.

Peabody Rocky Mountain Management Services, LLC

Peabody Rocky Mountain Services, LLC

Peabody Sage Creek Mining, LLC (f/k/a Sage Creek Coal Company, LLC)




6









 





Peabody School Creek Mining, LLC (f/k/a School Creek Coal Company, LLC)

Peabody Services Holding, LLC

Peabody Southwest, LLC

Peabody Southwestern Coal Company

Peabody Terminal Holding Company, Inc.

Peabody Terminals, LLC

Peabody Twentymile Mining, LLC

Peabody Venezuela Coal Corp.

Peabody Venture Fund, LLC

Peabody Western Coal Company

Peabody Wild Boar Mining, LLC

Peabody Wild Boar Services, LLC

Peabody Williams Fork Mining, LLC (f/k/a Williams Fork Coal Company, LLC)

Peabody Wyoming Gas, LLC (f/k/a Wyoming Natural Gas, LLC)

Peabody Wyoming Services, LLC

Peabody-Waterside Development, L.L.C.

PEC Equipment Company, LLC

Point Pleasant Dock Company, LLC

Pond River Land Company

Porcupine Production, LLC

Porcupine Transportation, LLC

Riverview Terminal Company

Sage Creek Holdings, LLC

School Creek Coal Resources, LLC

Seneca Coal Company, LLC

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, LLC

West Roundup Resources, LLC




By: /s/ Carey J. Dubois            

Name: Carey J. Dubois

Title: Vice President and Treasurer




Additional Guarantors:




Pacific Export Resources, LLC

Peabody Gateway North Mining, LLC




By: /s/ Carey J. Dubois            

Name: Carey J. Dubois

Title: Vice President and Treasurer




7









 





SCHEDULE I



New Guaranteeing Subsidiaries:




Pacific Export Resources, LLC, a Delaware limited liability company

Peabody Gateway North Mining, LLC, a Delaware limited liability company





8