Amendment No.1 to Third Amended and Restated Credit Agreement

Exhibit 10.3

AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of September 27, 2006

     This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment No. 1”) is made by and among PEABODY ENERGY CORPORATION, a Delaware corporation (the “Borrower”), the Lenders (as defined below) and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”).

PRELIMINARY STATEMENTS:

     1. The Borrower, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and the Administrative Agent have entered into that certain Third Amended and Restated Credit Agreement, dated as of September 15, 2006 (the “Credit Agreement”); capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement.

     2. The Borrower has requested that the Lenders amend the Credit Agreement to permit the Borrower to acquire the shares of Excel by way of a tender offer.

     3. Subject to the terms and conditions set forth below, and in consideration of certain agreements of the Borrower and other Loan Parties set forth herein and in the accompanying Consent of Loan Parties, the requisite Lenders are willing to agree to this Amendment No. 1.

     NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

          SECTION 1 Amendments to the Credit Agreement. Upon the satisfaction of the applicable conditions precedent set forth in Section 2, the Credit Agreement is hereby amended as follows:

     (a) The following new section heading is hereby added to the Table of Contents following Section 5.17 in the Table of Contents,:

     “Section 5.18. Use of Proceeds.”

     (b) The following new definitions are hereby added to Section 1.01 of the Credit Agreement:

     ““Excel Board Control” has the meaning specified in the definition of Consolidated EBITDA.”

     ““Tender Offer” means a takeover offer pursuant to the laws of Australia for all of the outstanding ordinary shares of Excel and any follow up arrangements to acquire any remaining outstanding ordinary shares of Excel pursuant to lawful means.”

     (c) The following definitions to Section 1.01 of the Credit Agreement are hereby amended in its entirety to read:

     ““Acquisition” means the proposed acquisition of Excel through either (i) a scheme of arrangement to acquire all of the outstanding ordinary shares of Excel on the Acquisition Effective Date and the payment of fees and expenses related thereto, or (ii) the Tender Offer and the payment of fees and expenses related thereto.”

     ““Acquisition Effective Date” means either (i) the date on which the Scheme is implemented, currently expected to be on or before December 31, 2006, as such date may be postponed by the parties to the Merger Agreement, and in no event later than January 31, 2007, or (ii) each date on which the Tender Offer is consummated, and in no event later than January 31, 2007.”

     ““Term Loan Borrowing” means (i) a borrowing consisting of simultaneous Term Loans of the same Type and (ii) one or more borrowings of Delayed Draw Term Loans of the same Type, and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Term Loan Lenders pursuant to Section 2.01(a).”

     (d) The definition of “Consolidated EBITDA” in Section 1.01 of the Credit Agreement shall be amended by deleting the period at the end and adding the following at the end of such definition:

     “; provided that, in calculating Consolidated EBITDA of the Borrower and its Subsidiaries for any period after the consummation of the Acquisition: (i) if the Borrower and its Subsidiaries own greater than 50% but less than all of the outstanding ordinary shares of Excel and a majority of the members of the board of directors or equivalent governing body of Excel are individuals whose election or nomination to such board of directors or other governing body was approved by the Borrower (“Excel Board Control”), the portion of Consolidated EBITDA attributable to Excel and its Subsidiaries shall be limited to a percentage of the Consolidated EBITDA equal to the percentage of outstanding ordinary shares of Excel then owned by the Borrower and its Restricted Subsidiaries, and (ii) if the Borrower and its Restricted Subsidiaries own less than a majority of the common stock of Excel or the Borrower does not have Excel Board Control, the calculation of Consolidated EBITDA (A) shall exclude any amounts attributable to Excel and its Subsidiaries, and (B) shall not include any earnings on the Borrower’s equity investment in Excel unless the Borrower receives cash distributions of such equity earnings in such period.”

     (e) The first subsection (ii) of Section 2.01(a) shall be amended in its entirety to read:

     “(ii) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars during the Delayed Draw Term Loan Commitment Period, one or more delayed draw term loans, each of which shall be a Term Loan hereunder (each a “Delayed Draw Term Loan”), to the Borrower in an aggregate principal amount not to exceed such Term Loan Lender’s Applicable Percentage of the Delayed Draw Term Loan Commitment;”

     (f) The first paragraph to Section 4.02 of the Credit Agreement is hereby amended in its entirety to read:

     “The obligation of each Lender to honor any Request for Credit Extension with respect to the Delayed Draw Term Loan or with respect to the Revolving Credit Facility, the proceeds of which will be used to finance the Acquisition is subject to the Effective Date having occurred and the following conditions precedent, which shall be either (i) in the case of the Scheme, conclusively tested no later than 8:00 a.m., Sydney time, on the Second Court Date (as defined in the Merger Agreement) for the Scheme (other than conditions which require court approval for the Scheme and assuming the effectiveness of the Scheme substantially contemporaneously with such Second Court Date), or (ii) in the case of any Request for Credit Extension to finance the Tender Offer, be tested on the date of the applicable requested Borrowing:”

     (g) Section 4.02(a) of the Credit Agreement is hereby amended in its entirety to read:

     “(A) In the case of the Scheme, there shall not have occurred either (1) one or more changes, events, occurrences or matters which has had or is likely to have the effect of a diminution in the (i) consolidated net assets of Excel and all its Subsidiaries, taken as a whole (calculated on the basis of the International Financial Reporting Standards as adopted in Australia (“AIFRS”)), of at least A$50,000,000, (ii) consolidated annual net profit after tax (calculated on the basis of AIFRS), in any financial year after the one ending June 30, 2006 of Excel and all its Subsidiaries, taken as a whole, of at least A$12,500,000, or (iii) other than as a consequence of changes in coal prices or currency exchange rate changes or (2) an event takes place or is reasonably likely to take place which would prevent Excel from operating its existing mines, completing its development activities or entering into arrangements in relation to the Wambo Underground, Wilpinjong or Millenium projects (as defined in the Merger Agreement) in the manner currently contemplated by Excel and such event is sufficiently adverse to the financial position, profitability or prospects of Excel so as to affect the commercial viability of the Acquisition for the Borrower in a material respect, having regard to the consideration to be paid in the Scheme, or (B) in the case of the Tender Offer, all conditions precedent to the Tender Offer have either been satisfied or waived with the consent of the Administrative Agent.”

     (h) The first 2 words in Section 4.02(b) is hereby deleted and replaced with the following:

     “In the case of the Scheme, the Scheme”

     (i) Section 4.02(c) of the Credit Agreement is hereby amended in its entirety to read:

     “No Default shall exist, or would result from such proposed Credit Extension or the application of the proceeds thereof, by reason of (i) in the case of the Scheme, any breach of any

representation or warranty which also constitutes a breach of a representation and warranty in the Merger Agreement that is material to the interests of the Lenders and would result in the Borrower’s (or an applicable affiliate thereof) having a right to terminate its obligations thereunder, (ii) in the case of the Scheme or the Tender Offer, any breach of the representations and warranties contained in Section 5.01(a)(i) and (b)(ii), 5.02(a), 5.04 or 5.14 (it being understood that the funding of the Delayed Draw Term Loan and any Borrowing of Revolving Credit Loans to fund the Acquisition shall not constitute a waiver by the Lenders of any default or event of default that may exist under this Agreement at the time of such funding), and (iii) in the case of the Tender Offer, the occurrence of any event described in Section 8.01(f);”

     (j) The following Section 5.18 is hereby added in its entirety following Section 5.17:

     “Section 5.18. Use of Proceeds. The Borrower will use the proceeds of the Loans solely as provided for in Section 6.11.”

     (k) Section 6.11 is hereby amended in its entirety to read:

     “On the Effective Date, the Term Loan Facility and the Revolving Credit Facility shall be available to (i) refinance and continue indebtedness under the Existing Credit Agreement, and to pay fees and expenses related to such refinancing and continuation, and (ii) for fees and expenses related to the Acquisition. After the Effective Date, (i) the Revolving Credit Facility shall be available for only working capital, capital expenditures, and other lawful corporate purposes, including to finance the Acquisition, and (ii) the Delayed Draw Term Loan will be available only to finance the Acquisition (A) on or about the Acquisition Effective Date if the Borrower consummates the Acquisition pursuant to the Scheme, or (B) in multiple draws during the period from the Effective Date through the Acquisition Effective Date if the Borrower completes the Acquisition pursuant to the Tender Offer; provided that, if the Borrower proceeds to consummate the Acquisition pursuant to (a) the Scheme, the Borrower agrees that (i) if the Acquisition is not consummated within thirty (30) days of the date on which the Delayed Draw Term Loan is made to the Borrower to fund the Scheme, the proceeds of such Delayed Draw Term Loan will be returned immediately to the Lenders and used to prepay the Term Loan and (ii) such agreement will be reflected to the reasonable satisfaction of the Administrative Agent in a written escrow or similar arrangement governing the proceeds of the Delayed Draw Term Loan for the period from the date of making of such Loan until such proceeds are used to consummate the Acquisition or returned to the Lenders as specified in clause (i) of this sentence (whichever occurs first), or (b) the Tender Offer, if prior to the time the Borrower and its Restricted Subsidiaries own all of the outstanding ordinary shares of Excel, the Borrower determines not to consummate the Acquisition and, subsequently, sells or otherwise disposes of any or all of such outstanding ordinary shares of Excel, the Borrower will prepay the Term Loans with the proceeds of such sale or disposition up to the amount of the Delayed Draw Term Loans that were used to acquire any such outstanding ordinary shares of Excel.”

     (l) The following new Section 7.01(t) shall be added in its entirety following Section 7.01(s) to read:

     “(t) Liens in favor of an escrow agent arising under an escrow arrangement incurred in connection with the issuance of notes with respect of the proceeds of such notes and anticipated interest expenses with respect to such notes.”

     (m) Section 7.02(l) is hereby amended in its entirety to read:

     “Investments by the Borrower or any Restricted Subsidiary in an aggregate amount not in excess of 15.0% of Tangible Assets of the Borrower and Restricted Subsidiaries.”

     (n) Section 7.03(k) is hereby amended by deleting the period at the end and adding the following to the end:

     “; provided that, unless the Borrower and its Restricted Subsidiaries own greater than 50% of the outstanding ordinary shares of Excel and the Borrower has Excel Board Control, all Indebtedness of Excel and its Subsidiaries shall be Non-Recourse Debt.”

          SECTION 2 Conditions to Effectiveness of Amendment. The effectiveness of the amendments contained in Section 1 of this Amendment No. 1 is conditioned upon satisfaction of the following conditions precedent:

     (a) the Administrative Agent shall have (i) received counterparts of this Amendment No. 1 signed by the Borrower and the requisite Lenders and counterparts of the Consent of Loan Parties attached hereto (the “Consent”) signed by the Loan Parties and (ii) acknowledged this Amendment No. 1 in writing;

     (b) each of the representations and warranties in Section 3 below shall be true and correct in all material respects as of the date on which this Amendment No. 1 becomes effective;

     (c) the Administrative Agent shall have received the executed legal opinion of (x) Simpson, Thacher & Bartlett LLP, counsel to the Borrower and special New York counsel to the other Loan Parties, and (y) Joseph Bean, Esq., special Missouri counsel to the Borrower and in-house counsel to the other Loan Parties; and

     (d) the Administrative Agent shall have received such other documents, instruments and opinions as it shall have reasonably requested.

          SECTION 3 Representations and Warranties. The Borrower represents and warrants to the Administrative Agent and the Lenders as follows:

     (a) Authority. Each of the Loan Parties has the requisite corporate, limited liability or other such power and authority to execute and deliver this Amendment No. 1 and the Consent, as applicable, and to perform its obligations hereunder and under the Loan Documents (as modified hereby). The execution, delivery and performance by the Borrower and each other Loan Party of this Amendment No. 1, the Consent (as applicable), the Loan Documents (as modified hereby) and the transactions contemplated hereby and thereby have been duly approved by all necessary corporate action of such Person and no other corporate proceedings on the part of such Person are necessary to consummate such transactions.

     (b) No Legal Bar. The execution and delivery of this Amendment No. 1 and of the Consent by each Loan Party party thereto, and the performance of the Credit Agreement and each other Loan Document, as amended hereby, by the Borrower and each other Loan Party party thereto will not violate any Requirement of Law or any Contractual Obligation applicable to or binding on the Borrower, any Restricted Subsidiary or any of their respective properties or assets, except to the extent that such violation could not reasonably be expected to have a Material Adverse Effect.

     (c) Enforceability. This Amendment No. 1 has been duly executed and delivered by the Borrower. The Consent has been duly executed and delivered by each Loan Party. This Amendment No. 1, the Consent and each Loan Document (as modified hereby) is the legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally, general principles of equity, regardless of whether considered in a proceeding in equity or at law and an implied covenant of good faith and fair dealing.

     (d) Representations and Warranties. The representations and warranties contained in each Loan Document (other than any such representations and warranties that, by their terms, are specifically made as of a date other than the date hereof) are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof.

     (e) No Default. Both immediately before and after giving effect to the amendments set forth in Section 1 hereof no event has occurred and is continuing that constitutes a Default or Event of Default.

          SECTION 4 Reference to and Effect on Credit Agreement.

     (a) Upon and after the effectiveness of this Amendment No. 1, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.

     (b) Except as specifically modified above, the Credit Agreement and the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

     (c) The execution, delivery and effectiveness of this Amendment No. 1 shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents.

          SECTION 5 Counterparts. This Amendment No. 1 may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment No. 1 by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment No. 1 or such Consent.

          SECTION 6 Severability. Any provision of this Amendment No. 1 that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

          SECTION 7 Governing Law. This Amendment No. 1 shall be governed by, and construed in accordance with, the laws of the State of New York.

[Signature Page to Follow]

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed by their respective officers thereunto duly authorized, as of the date first written above.

		PEABODY ENERGY CORPORATION,
		a Delaware corporation
		By:		/s/ Walter L. Hawkins, Jr.
				Name: Walter L. Hawkins, Jr.
				Title: Vice President and Treasurer

		NATIONAL CITY BANK, as Lender
		By:		/s/ Eric Hartman
				Name: Eric Hartman
				Title: Senior Vice President

		CITIGROUP, as Lender
		By:		/s/ Stuart G. Miller
				Name: Stuart G. Miller
				Title: Managing Director

		LEHMAN COMMERCIAL PAPER INC., as Lender
		By:		/s/ Craig Malloy
				Name: Craig Malloy
				Title: Authorized Signatory

		PNC BANK NATIONAL ASSOCIATION, as Lender
		By:		/s/ Dale Stein
				Name: Dale Stein
				Title: Senior Vice President

		COMERICA BANK, as Lender
		By:		/s/ Mark Leveille
				Name: Mark Leveille
				Title: AVP

		JPMORGAN CHASE BANK, N.A., as Lender
		By:		/s/ Stacey Haimes
				Name: Stacey Haimes
				Title: Vice President

		CREDIT SUISSE, Cayman Islands Branch as Lender
		By:		/s/ Doreen Barr
				Name: Doreen Barr
				Title: Vice President
		By:		/s/ Shaheen Malik
				Name: Shaheen Malik
				Title: Associate

		COMMONWEALTH BANK OF AUSTRALIA, as Lender
		By:		/s/ Jeff Heazlewood
				Name: Jeff Heazlewood
				Title: Relationship Executive

		BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY, as Lender
		By:		/s/ Charles Stewart
				Name: Charles Stewart
				Title: Vice President

		BMO CAPITAL MARKETS FINANCING, INC., as Lender
		By:		/s/ Cahal Carmody
				Name: Cahal Carmody
				Title: Vice President

		The Governor and Company of the BANK OF IRELAND, as Lender
		By:		/s/ Deirdre Reddan
				Name: Deirdre Reddan
				Title: Authorised Signatory
		By:		/s/ Malcolm O’Connell
				Name: Malcolm O’Connell
				Title: Authorised Signatory

		FIRST BANK, as Lender
		By:		/s/ Traci L. Dodson
				Name: Traci L. Dodson
				Title: Vice President

		THE BANK OF NEW YORK, as Lender
		By:		/s/ Craig J. Anderson
				Name: Craig J. Anderson
				Title: Vice President

		WELLS FARGO BANK, N.A., as Lender
		By:		/s/ Tim Green
				Name: Tim Green
				Title: Assistant Vice President

		SUMITOMO MITSUI BANKING CORPORATION, as Lender
		By:		/s/ William Ginn
				Name: William Ginn
				Title: General Manager

		SOVEREIGN BANK, as Lender
		By:		/s/ Elisabet C. Hayes
				Name: Elisabet C. Hayes
				Title: Vice President

		PEOPLE’S BANK, as Lender
		By:		/s/ George F. Pajk
				Name: George F. Pajk
				Title: Vice President

		BAYERISCHE HYPO-UND VEREINSBANK AG, New York Branch, as Lender
		By:		/s/ William W. Hunter
				Name: William W. Hunter
				Title: Director
		By:		/s/ Annett Guderian
				Name: Annett Guderian
				Title: Associate Director

		UNION BANK OF CALIFORNIA, N.A., as Lender
		By:		/s/ Bryan P. Read
				Name: Bryan P. Read
				Title: Vice President

		BAYERISCHE LANDESBANK, NEW YORK BANK, as Lender
		By:		/s/ John Gregory
				Name: John Gregory
				Title: Vice President
		By:		/s/ Norman McClave
				Name: Norman McClave
				Title: First Vice President

		BANK LEUMI USA, as Lender
		By:		/s/ Joung Hee Hong
				Name: Joung Hee Hong
				Title: First Vice President

		CREDIT INDUSTRIEL ET COMMERCIAL, as Lender
		By:		/s/ Brian O’Leary		/s/ Anthony Rock
		Name:		Brian O’Leary		Anthony Rock
		Title:		Vice President		Vice President

		STANDARD CHARTERED BANK, as Lender
		By:		/s/ Andrew Y. Ng		/s/ Lynn Zennario
		Name:		Andrew Y. Ng		Lynn Zennario
		Title:		Vice President		Senior Vice President

CONSENT OF LOAN PARTIES
Dated as of September 27, 2006

     The undersigned, as Guarantors under the “Subsidiary Guaranty” (as such term is defined in and under the Credit Agreement referred to in the foregoing Amendment No. 1), each hereby consents and agrees to the foregoing Amendment No. 1 and hereby confirms and agrees that (i) the Subsidiary Guaranty is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of said Amendment No. 1, the reference in the Subsidiary Guaranty to the “Credit Agreement”, “thereunder”, “thereof” and words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified by said Amendment No. 1, and (ii) the Subsidiary Guaranty does, and shall continue to, constitute a guaranty of the Obligations as defined in the Subsidiary Guaranty.

[Signature Page to Follow]

     IN WITNESS WHEREOF, the parties hereto have caused this Consent of Loan Parties to be executed by their respective officers thereunto duly authorized, as of the date first written above.

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

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 RESOURCES, LLC

BLACK HILLS MINING COMPANY, LLC

[Signature block continued]

BLACK STALLION COAL COMPANY, LLC

BLACK WALNUT COAL COMPANY

BLUEGRASS MINE SERVICES, LLC

BTU EMPIRE CORPORATION

BTU WESTERN RESOURCES, INC.

CABALLO COAL COMPANY

CENTRAL STATES COAL RESERVES OF ILLINOIS, LLC

CENTRAL STATES COAL RESERVES OF INDIANA, LLC

CENTRAL STATES COAL RESERVES OF KENTUCKY, LLC

CHARLES COAL COMPANY, LLC

CLEATON COAL COMPANY

COAL PROPERTIES, LLC

COAL RESERVE HOLDING LIMITED LIABILITY COMPANY NO. 1

COAL RESERVE HOLDING LIMITED LIABILITY COMPANY NO. 2

COALSALES II, LLC

COALSALES, LLC

COALTRADE INTERNATIONAL, LLC

COALTRADE, LLC

[Signature block continued]

COLONY BAY COAL COMPANY

COLORADO COAL RESOURCES, LLC

COLORADO YAMPA COAL COMPANY

COOK MOUNTAIN COAL COMPANY, LLC

COTTONWOOD LAND COMPANY

COULTERVILLE COAL COMPANY, LLC

CYPRUS CREEK LAND COMPANY

CYPRUS CREEK LAND RESOURCES, LLC

DIXON MINING COMPANY, LLC

DODGE HILL HOLDING JV, LLC

DODGE HILL MINING COMPANY, LLC

DODGE HILL OF KENTUCKY, LLC

DYSON CREEK COAL COMPANY, LLC

EACC CAMPS, INC.

EASTERN ASSOCIATED COAL, LLC

EASTERN COAL COMPANY, LLC

EASTERN ROYALTY CORP.

FALCON COAL COMPANY

FORT ENERGY, LLC

GALLO FINANCE COMPANY

[Signature block continued]

GOLD FIELDS CHILE, LLC

GOLD FIELDS MINING, LLC

GOLD FIELDS ORTIZ, LLC

GRAND EAGLE MINING, INC.

HAYDEN GULCH TERMINAL, INC.

HIGHLAND MINING COMPANY, LLC

HIGHWALL MINING SERVICES COMPANY

HILLSIDE MINING COMPANY

HMC MINING, LLC

INDEPENDENCE MATERIAL HANDLING, LLC

INDIAN HILL COMPANY

INTERIOR HOLDINGS, LLC

JAMES RIVER COAL TERMINAL, LLC

JARRELL’S BRANCH COAL COMPANY

JUNIPER COAL COMPANY

KAYENTA MOBILE HOME PARK, INC.

LOGAN FORK COAL COMPANY

MARTINKA COAL COMPANY, LLC

[Signature block continued]

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

MUSTANG ENERGY COMPANY, L.L.C.

NEW MEXICO COAL RESOURCES, LLC

NORTH PAGE COAL CORP.

OHIO COUNTY COAL COMPANY

PATRIOT COAL COMPANY, L.P.

PATRIOT MIDWEST HOLDINGS, LLC

PDC PARTNERSHIP HOLDINGS, LLC

PEABODY AMERICA, INC.

PEABODY ARCHVEYOR, L.L.C.

PEABODY CARDINAL GASIFICATION, LLC

PEABODY COAL COMPANY, LLC

PEABODY DEVELOPMENT COMPANY, LLC

[Signature block continued]

PEABODY ELECTRICITY, LLC

PEABODY ENERGY GENERATION HOLDING COMPANY

PEABODY ENERGY INVESTMENTS, INC.

PEABODY ENERGY SOLUTIONS, INC.

PEABODY HOLDING COMPANY, LLC

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

PEABODY VENEZUELA COAL CORP.

PEABODY VENTURE FUND, LLC

PEABODY WESTERN COAL COMPANY

PEABODY-WATERSIDE DEVELOPMENT, L.L.C.

PEC EQUIPMENT COMPANY, LLC

PINE RIDGE COAL COMPANY, LLC

[Signature block continued]

POINT PLEASANT DOCK COMPANY, LLC

POND CREEK LAND RESOURCES, LLC

POND RIVER LAND COMPANY

PORCUPINE PRODUCTION, LLC

PORCUPINE TRANSPORTATION, LLC

POWDER RIVER COAL, LLC

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

SCHOOL CREEK COAL RESOURCES, LLC

SENECA COAL COMPANY

SENTRY MINING, LLC

SHOSHONE COAL CORPORATION

SNOWBERRY LAND COMPANY

STAR LAKE ENERGY COMPANY, L.L.C.

[Signature block continued]

STERLING SMOKELESS COAL COMPANY, LLC

SUGAR CAMP PROPERTIES

THOROUGHBRED GENERATING COMPANY, LLC

THOROUGHBRED MINING COMPANY, L.L.C.

THOROUGHBRED, L.L.C.

TWENTYMILE COAL COMPANY

UNION COUNTY COAL COMPANY, LLC

WEST ROUNDUP RESOURCES, INC.

YANKEETOWN DOCK, LLC

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