EXHIBIT 4.4
FIRST SUPPLEMENTAL SENIOR SUBORDINATED NOTE INDENTURE
FIRST SUPPLEMENTAL SENIOR SUBORDINATED NOTE INDENTURE (this
"SUPPLEMENTAL SENIOR SUBORDINATED NOTE INDENTURE"), dated as of May 19, 1998,
among Arid Operations Inc., a Delaware corporation, Darius Gold Mine, Inc., a
Delaware corporation, Colony Bay Coal Company, a West Virginia partnership, Gold
Fields Chile, S.A., a Delaware corporation, Gold Fields Mining Corporation, a
Delaware corporation, Gold Fields Operating Co. - Xxxxx, a Delaware corporation,
Peabody America, Inc., a Delaware corporation, Peabody America, Inc., a Delaware
corporation, Peabody Holding Company, Inc., a New York corporation, Affinity
Mining Company, a West Virginia corporation, Big Sky Coal Company, a Delaware
corporation, Blackrock First Capital Corporation, a West Virginia corporation,
Bluegrass Coal Company, a Delaware corporation, Caballo Coal Company, a Delaware
corporation, Xxxxxxx Coal Company, a Delaware corporation, Coal Properties
Corp., a Delaware corporation, Xxxx Mountain Coal Company, a Delaware
corporation, Cottonwood Land Company, a Delaware corporation, EACC Camps, Inc.,
a West Virginia corporation, Eastern Associated Coal Corp., a West Virginia
corporation, Eastern Royalty Corp., a Delaware corporation, Grand Eagle Mining,
Inc., a Kentucky corporation, Hayden Gulch Terminal, Inc., a Delaware
corporation, Independence Material Handling Company, a Delaware corporation,
Interior Holdings Corp., a Delaware corporation, Xxxxx River Coal Terminal
Company, a Delaware corporation, Juniper Coal Company, a Delaware corporation,
Kayenta Mobile Home Park, Inc., a Delaware corporation, Xxxxxxxx Coal Company, a
Delaware corporation, Midco Supply and Equipment Corporation, an Illinois
corporation, Midwest Coal Resources, Inc., a Delaware corporation, Mountain View
Coal Company, a Delaware corporation, North Page Coal Corp., a West Virginia
corporation, Ohio County Coal Company, a Kentucky corporation, Patriot Coal
Company, L.P., a Delaware limited partnership, Peabody COALSALES Company, a
Delaware corporation, Peabody COALTRADE, Inc., a Delaware corporation, Peabody
Coal Company, a Delaware corporation, Peabody Development Company, a Delaware
corporation, Peabody Energy Solutions, Inc., a Delaware corporation, Peabody
Natural Resources Company, a Delaware general partnership, Peabody Terminals,
Inc., a Delaware corporation, Peabody Venezuela Coal Corp., a Delaware
corporation, Peabody Western Coal Company, a Delaware corporation, Pine Ridge
Coal Company, a Delaware corporation, Powder River Coal Company, a Delaware
corporation, Rio Escondido Coal Corp., a Delaware corporation, Seneca Coal
Company, a Delaware corporation, Sentry Mining Company, a Delaware corporation,
Snowberry Land Company, a Delaware corporation, Sterling Smokeless Coal Company,
a West Virginia corporation, and Thoroughbred, L.L.C., a Delaware limited
liability company (the "GUARANTEEING SUBSIDIARY"), a subsidiary of P&L Coal
Holdings Corporation (or its permitted successor), a Delaware corporation (the
"COMPANY"), the Company, the other Senior Subordinated Note Guarantors (as
defined in the Senior Subordinated Note Indenture referred to herein) and State
Street Bank and Trust Company, as Senior Subordinated Note Trustee under the
Senior Subordinated Note Indenture referred to below (the "SENIOR SUBORDINATED
NOTE TRUSTEE").
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the
Senior Subordinated Note Trustee an Senior Subordinated Note Indenture (the
"SENIOR SUBORDINATED NOTE INDENTURE"), dated as of May 18, 1998 providing for
the issuance of an aggregate principal amount of up to $650.0 million of 9-5/8%
Senior Subordinated Notes due 2008 (the "SENIOR SUBORDINATED NOTES");
WHEREAS, the Senior Subordinated Note Indenture provides that under
certain circumstances the Guaranteeing Subsidiary shall execute and deliver to
the Senior Subordinated Note Trustee a supplemental Senior Subordinated Note
Indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Senior Subordinated Notes
and the Senior Subordinated Note Indenture on the terms and conditions set forth
herein (the "SUBORDINATED SUBSIDIARY GUARANTEE"); and
WHEREAS, pursuant to Section 9.01 of the Senior Subordinated Note
Indenture, the Senior Subordinated Note Trustee is authorized to execute and
deliver this Supplemental Senior Subordinated Note Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Senior Subordinated Note Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the
Senior Subordinated Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Senior Subordinated
Note Indenture.
2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby
agrees as follows:
(a) Along with all Senior Subordinated Note Guarantors named
in the Senior Subordinated Note Indenture, to jointly and severally
Guarantee to each Holder of a Senior Subordinated Note authenticated
and delivered by the Senior Subordinated Note Trustee and to the
Senior Subordinated Note Trustee and its successors and assigns,
irrespective of the validity and enforceability of the Senior
Subordinated Note Indenture, the Senior Subordinated Notes or the
obligations of the Company hereunder or thereunder, that:
(i) the principal of and interest on the Senior Subordinated
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
Senior Subordinated Notes, if any, if lawful, and all
other obligations of the Company to the Holders or the
Senior Subordinated Note 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 Senior Subordinated 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 Senior Subordinated Note 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
Senior Subordinated Notes or the Senior Subordinated Note Indenture,
the absence of any action to enforce the same, any waiver or consent by
any Holder of the Senior Subordinated 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 Senior Subordinated Note 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 Subordinated Subsidiary Guarantee shall not be
discharged except by complete performance of the
obligations contained in the Senior Subordinated Notes and
the Senior Subordinated Note Indenture.
(e) If any Holder or the Senior Subordinated Note Trustee is
required by any court or otherwise to return to the
Company, the Senior Subordinated Note Guarantors, or any
custodian, Senior Subordinated Note Trustee, liquidator or
other similar official acting in relation to either the
Company or the Senior Subordinated Note Guarantors, any
amount paid by either to the Senior Subordinated Note
Trustee or such Holder, this Subordinated Subsidiary
Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect.
(f) The Guaranteeing Subsidiary 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 Senior Subordinated Note Guarantors, on the
one hand, and the Holders and the Senior Subordinated Note
Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as
provided in Article 6 of the Senior Subordinated Note
Indenture for the purposes of this Subordinated 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 Senior Subordinated Note
Indenture, such obligations (whether or not due and
payable) shall forthwith become due and payable by the
Senior Subordinated Note Guarantors for the purpose of
this Subordinated Subsidiary Guarantee.
(h) The Senior Subordinated Note Guarantors shall have the
right to seek contribution from any non-paying Senior
Subordinated Note Guarantor so long as the exercise of
such right does not impair the rights of the Holders under
the Subordinated Subsidiary Guarantee.
(i) Pursuant to Section 11.02 of the Senior Subordinated Note
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 Senior
Subordinated Note Guarantor in respect of the obligations
of such other Senior Subordinated Note Guarantor under
Article 11 of the Senior Subordinated Note Indenture shall
result in the obligations of such Senior Subordinated Note
Guarantor under its Subordinated Subsidiary Guarantee not
constituting a fraudulent transfer or conveyance.
3 EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that
the Subordinated Subsidiary Guarantees shall remain in full force and effect
notwithstanding any failure to endorse on each Senior Subordinated Note a
notation of such Subordinated Subsidiary Guarantee.
4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.
(a) The Guaranteeing Subsidiary 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 Senior Subordinated Note Guarantor unless:
(i) subject to Section 11.05 of the Senior Subordinated Note
Indenture, the Person formed by or surviving any such
consolidation or merger (if other than a Senior Subordinated Note
Guarantor or the Company) unconditionally assumes all the
obligations of such Senior Subordinated Note Guarantor, pursuant
to a supplemental Senior Subordinated Note Indenture in form and
substance reasonably satisfactory to the Senior Subordinated Note
Trustee, under the Senior Subordinated Notes, the Senior
Subordinated Note Indenture and the Subordinated 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 Senior
Subordinated Note Indenture, executed and delivered to the Senior
Subordinated Note Trustee and satisfactory in form to the Senior
Subordinated Note Trustee, of the Subordinated Subsidiary Guarantee
endorsed upon the Senior Subordinated Notes and the due and punctual
performance of all of the covenants and conditions of the Senior
Subordinated Note Indenture to be performed by the Senior Subordinated
Note Guarantor, such successor corporation shall succeed to and be
substituted for the Senior Subordinated Note Guarantor with the same
effect as if it had been named herein as a Senior Subordinated Note
Guarantor. Such successor corporation thereupon may cause to be
signed any or all of the Subordinated Subsidiary Guarantees to be
endorsed upon all of the Senior Subordinated Notes issuable hereunder
which theretofore shall not have been signed by the Company and
delivered to the Senior Subordinated Note Trustee. All the
Subordinated Subsidiary Guarantees so issued shall in all respects
have the same legal rank and benefit under the Senior Subordinated
Note Indenture as the Subordinated Subsidiary Guarantees theretofore
and thereafter issued in accordance with the terms of the Senior
Subordinated Note Indenture as though all of such Subordinated
Subsidiary Guarantees had been issued at the date of the execution
hereof.
(c) Except as set forth in Articles 4 and 5 of the Senior
Subordinated Note Indenture, and notwithstanding clauses (a) and (b) above,
nothing contained in the Senior Subordinated Note Indenture or in any of the
Senior Subordinated Notes shall prevent any consolidation or merger of a Senior
Subordinated Note Guarantor with or into the Company or another Senior
Subordinated Note Guarantor, or shall prevent any sale or conveyance of the
property of a Senior Subordinated Note Guarantor as an entirety or substantially
as an entirety to the Company or another Senior Subordinated Note Guarantor.
5. Releases.
(a) In the event of a sale or other disposition of all of the assets of
any Senior Subordinated Note Guarantor, by way of merger,
consolidation or otherwise, or a sale or other disposition of all to
the capital stock of any Senior Subordinated Note Guarantor, then such
Senior Subordinated Note 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 Senior Subordinated Note 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 Senior
Subordinated Note Guarantor) will be released and relieved of any
obligations under its Subordinated Subsidiary Guarantee; provided that
the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of the Senior Subordinated
Note Indenture, including without limitation Section 4.10 of the
Senior Subordinated Note Indenture. Upon delivery by the Company to
the Senior Subordinated Note Trustee of an Officers' 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 Senior Subordinated Note Indenture, including without
limitation Section 4.10 of the Senior Subordinated Note Indenture, the
Senior Subordinated Note Trustee shall execute any documents
reasonably required in order to evidence the release of any Senior
Subordinated Note Guarantor from its obligations under its
Subordinated Subsidiary Guarantee.
(b) Any Senior Subordinated Note Guarantor not released from its
obligations under its Subordinated Subsidiary Guarantee shall remain
liable for the full amount of principal of and interest on the Senior
Subordinated Notes and for the other obligations of any Senior
Subordinated Note Guarantor under the Senior Subordinated Note
Indenture as provided in Article 11 of the Senior Subordinated Note
Indenture.
6. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Senior Subordinated Notes, any
Subordinated Subsidiary Guarantees, the Senior Subordinated Note Indenture or
this Supplemental Senior Subordinated Note Indenture or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each Holder
of the Senior Subordinated Notes by accepting a Senior Subordinated Note waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the Senior Subordinated 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 INTERNAL LAW OF THE STATE OF NEW
YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL SENIOR SUBORDINATED
NOTE INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS
OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY.
8. COUNTERPARTS The parties may sign any number of copies of this
Supplemental Senior Subordinated Note 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 SENIOR SUBORDINATED NOTE TRUSTEE. The Senior Subordinated
Note Trustee shall not be responsible in any manner whatsoever for or in respect
of the validity or sufficiency of this Supplemental Senior Subordinated Note
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Senior Subordinated Note Indenture to be duly executed and attested, all as of
the date first above written.
Dated: May 19, 1998
ARID OPERATIONS, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
DARIUS GOLD MINE, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
COLONY BAY COAL COMPANY
By: Xxxxxxx Coal Company
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
GOLD FIELDS CHILE, S.A.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
GOLD FIELDS MINING CORPORATION
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
GOLD FIELDS OPERATING CO.-XXXXX
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
PEABODY AMERICA, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
PEABODY HOLDING COMPANY, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
AFFINITY MINING COMPANY
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
BIG SKY COAL COMPANY
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
BLACKROCK FIRST CAPITAL CORPORATION
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
BLUEGRASS COAL COMPANY
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
CABALLO COAL COMPANY
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
XXXXXXX COAL COMPANY
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
COAL PROPERTIES CORP.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
XXXX MOUNTAIN COAL COMPANY
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
COTTONWOOD LAND COMPANY
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
EACC CAMPS, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
EASTERN ASSOCIATED COAL CORP
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
EASTERN ROYALTY CORP.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
GRAND EAGLE MINING, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
HAYDEN GULCH TERMINAL, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
INDEPENDENCE MATERIAL HANDLING
COMPANY
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
INTERIOR HOLDINGS CORP.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX RIVER COAL TERMINAL COMPANY
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
JUNIPER COAL COMPANY
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
KAYENTA MOBILE HOME PARK, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
XXXXXXXX COAL COMPANY
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
MIDCO SUPPLY AND EQUIPMENT CORPORATION
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
MIDWEST COAL RESOURCES, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
MOUNTAIN VIEW COAL COMPANY
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
NORTH PAGE COAL CORP.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
OHIO COUNTY COAL COMPANY
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
PATRIOT COAL COMPANY L.P.
By: Bluegrass Coal Company
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
PEABODY COALSALES COMPANY
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
PEABODY COALTRADE, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
PEABODY COAL COMPANY
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
PEABODY DEVELOPMENT COMPANY
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
PEABODY ENERGY SOLUTIONS, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
PEABODY NATURAL RESOURCES COMPANY
By: Gold Fields Mining Corp.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
PEABODY TERMINALS, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
PEABODY VENEZUELA COAL CORP.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
PEABODY WESTERN COAL COMPANY
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
PINE RIDGE COAL COMPANY
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
POWDER RIVER COAL COMPANY
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
RIO ESCONDIDO COAL CORP.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
SENECA COAL COMPANY
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
SENTRY MINING COMPANY
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
SNOWBERRY LAND COMPANY
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
STERLING SMOKELESS COAL COMPANY
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
THOROUGHBRED, L.L.C.
By: Peabody Holding Company
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
P&L COAL HOLDINGS CORPORATION
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President, Treasurer and
Assistant Secretary
STATE STREET BANK AND TRUST COMPANY
as Senior Subordinated Note Trustee
By: /s/ Xxxxxx X. Xxxx, Xx.
------------------------------------
Name: Xxxxxx X. Xxxx, Xx.
Title: Vice President
SCHEDULE I
SCHEDULE OF SENIOR NOTE GUARANTORS
The following schedule lists each Senior Note Guarantor under the
Senior Note Indenture as of May 19, 1998:
Arid Operations Inc., a Delaware corporation.
Darius Gold Mine, Inc., a Delaware corporation.
1. Gold Fields Chile, S.A., a Delaware corporation.
Gold Fields Mining Corporation, a Delaware corporation.
2. Gold Fields Operating Co.- Xxxxx, a Delaware corporation.
3. Peabody America, Inc., a Delaware corporation.
4. Peabody Holding Company, Inc., a New York corporation.
5. Affinity Mining Company, a West Virginia corporation.
6. Big Sky Coal Company, a Delaware corporation.
7. Blackrock First Capital Corporation, a West Virginia corporation.
8. Bluegrass Coal Company, a Delaware corporation.
9. Caballo Coal Company, a Delaware corporation.
10.Xxxxxxx Coal Company, a Delaware corporation.
11.Coal Properties Corp., a Delaware corporation.
12.Xxxx Mountain Coal Company, a Delaware corporation.
13.Cottonwood Land Company, a Delaware corporation.
14.EACC Camps, Inc., a West Virginia corporation.
15.Eastern Associated Coal Corp, a West Virginia corporation.
16.Eastern Royalty Corp., a Delaware corporation.
17.Grand Eagle Mining, Inc., a Kentucky corporation.
18.Hayden Gulch Terminal, Inc., a Delaware corporation.
19.Independence Material Handling Company, a Delaware corporation.
20.Interior Holdings Corp., a Delaware corporation.
21.Xxxxx River Coal Terminal Company, a Delaware corporation.
00.Xxxxxxx Coal Company, a Delaware corporation.
23.Kayenta Mobile Home Park, Inc., a Delaware corporation.
24.Xxxxxxxx Coal Company, a Delaware corporation.
25.Midco Supply and Equipment Corporation, an Illinois corporation.
26.Midwest Coal Resources, Inc., a Delaware corporation.
27.Mountain View Coal Company, a Delaware corporation.
28.North Page Coal Corp., a West Virginia corporation.
29.Ohio County Coal Company, a Kentucky corporation.
30.Patriot Coal Company, L.P., a Delaware limited partnership.
31.Peabody COALSALES Company, a Delaware corporation.
32.Peabody COALTRADE, Inc., a Delaware corporation.
33.Peabody Coal Company, a Delaware corporation.
34.Peabody Development Company, a Delaware corporation.
35.Peabody Energy Solutions, Inc., a Delaware corporation.
36.Peabody Natural Resources Company, a Delaware general partnership.
37.Peabody Terminals, Inc., a Delaware corporation.
38.Peabody Venezuela Coal Corp., a Delaware corporation.
39.Peabody Western Coal Company, a Delaware corporation.
40.Pine Ridge Coal Company, a Delaware corporation.
41.Powder River Coal Company, a Delaware corporation.
00.Xxx Escondido Coal Corp., a Delaware corporation.
43.Seneca Coal Company, a Delaware corporation.
44.Sentry Mining Company, a Delaware corporation.
45.Snowberry Land Company, a Delaware corporation.
46.Sterling Smokeless Coal Company, a West Virginia corporation.
47.Thoroughbred, L.L.C., a Delaware limited liability company.
48.Colony Bay Coal Company, a West Virginia partnership
