Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Peabody Energy Corporation HTML 2.69M
2: EX-1 Purchase Agreement 35 170K
7: EX-3.10 By-Laws of Beaver Dam Coal Company 6 60K
49: EX-3.107 Certificate of Formation of Peabody Archveyor, LLC 2 48K
50: EX-3.108 Limited Liability Company Agreegent of Peabody 7 64K
8: EX-3.11 Certificate of Incorporation of Big Ridge, Inc. 24 123K
51: EX-3.113 Certificate of Incorporation of Peabody Coal Co. 26 97K
52: EX-3.117 Certificate of Formation of Peabody Development 1 47K
53: EX-3.118 Limited Liability Company Agreement 16 97K
54: EX-3.119 Certificate of Incorporation of Peabody Energy 4 55K
9: EX-3.12 By-Laws of Big Ridge, Inc. 17 93K
55: EX-3.120 By-Laws of Peabody Energy Generation Holding Co. 17 76K
56: EX-3.121 Certificate of Incorporation of Peabody Energy 5 55K
57: EX-3.122 By-Laws of Peabody Energy Investments, Inc. 17 76K
58: EX-3.127 Certificate of Formation of Peabody Natural Gas 1 47K
59: EX-3.128 Limited Liability Company Agreement of Peabody 17 96K
60: EX-3.129 Statement of Partnership Existence 1 47K
61: EX-3.130 By-Laws of Peabody Natural Resources Company 10 72K
62: EX-3.131 Certificate of Formation 2 48K
63: EX-3.132 Limited Liability Company Agreement 7 65K
64: EX-3.133 Certificate of Incorporation of Peabody Southwest. 3 53K
65: EX-3.134 By-Laws of Peabody Southwestern Coal Company 17 76K
66: EX-3.139 Certificate of Formation of Peabody-Waterside 1 48K
67: EX-3.140 Limited Liability Company Agreement 7 66K
68: EX-3.145 Certificate of Formation of Pond Creek Land 1 47K
69: EX-3.146 Limited Liability Company Agreement of Pond Creek 7 64K
70: EX-3.147 Certificate of Incorporation of Pond River Land Co 4 54K
71: EX-3.148 By-Laws of Pond River Land Company 17 76K
72: EX-3.149 Certificate of Formation of Porcupine Production 1 47K
10: EX-3.15 Third Amended and Restated Partnership Agreement 83 213K
73: EX-3.150 Limited Liability Company Agreement of Porcupine 17 96K
74: EX-3.151 Certificate of Formation of Porcupine Transport. 1 47K
75: EX-3.152 Limited Liability Company Agreement of Porcupine 17 96K
76: EX-3.153 Certificate of Incorporation of Powder River Coal 11 72K
77: EX-3.155 Certificate of Fomation of Prairie State Generatin 1 47K
78: EX-3.156 Limited Liability Company of Prairie State 7 65K
79: EX-3.159 Certificate of Incorporation of Rivers Edge Mining 5 57K
11: EX-3.16 Amended and Restated Partnership Agreement 52 178K
80: EX-3.160 By-Laws of Rivers Edge Minging, Inc. 17 76K
81: EX-3.169 Certificate of Formation of Star Lake Energy Co. 2 49K
12: EX-3.17 Certificate of Formation of Black Beauty Holding 1 48K
82: EX-3.170 Limited Liability Company Agreement of Star Lake 7 64K
83: EX-3.173 Partnership Agreement of Sugar Camp Properties 47 141K
84: EX-3.176 Certificate of Formation 2 50K
85: EX-3.177 Limited Liability Company Agreement 7 63K
86: EX-3.178 Certificate of Formation of Thoroughbrred Mining 1 46K
87: EX-3.179 LLC Agreement of Thoroughbred Mining Company, LLC 7 64K
13: EX-3.18 Limited Liability Company Agreement 7 64K
88: EX-3.180 Certificate of Incorporation of Yankeetown Dock 36 133K
89: EX-3.181 By-Laws of Yankeetown Dock Corporation 8 64K
14: EX-3.19 Articles of Incorporation of Black Beauty Mining 2 50K
15: EX-3.20 By-Laws of Black Beauty Mining, Inc. 10 70K
16: EX-3.21 Amended and Restated Articles of Incorporation 10 70K
17: EX-3.22 By-Laws of Black Beauty Resources, Inc. 22 103K
18: EX-3.23 Articles of Incorp of Black Beauty Underground 2 50K
19: EX-3.24 By-Laws of Black Beauty Underground, Inc. 8 67K
20: EX-3.25 Certificate of Incorporation of Black Walnut Coal 4 52K
21: EX-3.26 By-Laws of Black Walnut Coal Company 17 76K
22: EX-3.33 Certificate of Incorporation of Cleaton Coal Co. 4 55K
23: EX-3.34 By-Laws of Cleaton Coal Company 17 76K
24: EX-3.36 By-Laws of Coal Properties Corp 23 77K
3: EX-3.4 By-Laws of Affinity Mining Company 14 83K
25: EX-3.42 Certificate of Incorporation of Cyprus Creek Land 4 54K
26: EX-3.43 By-Laws of Cyprus Creek Land Company 17 76K
27: EX-3.44 Certificate of Formation of Cyprus Creek Land 1 47K
28: EX-3.45 Limited Liability Company Agreement 7 64K
29: EX-3.48 Partnership Agreement of Eagle Coal Company 50 149K
30: EX-3.49 Certificate of Incorporation of Eastern Associated 17 79K
4: EX-3.5 Ceritficate of Existence of Arclar Company, LLC 7 62K
31: EX-3.50 By-Laws of Eastern Associated Coal Corp. 27 120K
32: EX-3.53 Ceritficate of Organization of Empire Marine, LLC 1 47K
33: EX-3.54 Articles of Organization of Empire Marine, LLC 3 51K
34: EX-3.55 Amended and Restated Partnership Agreement 50 150K
35: EX-3.56 Certificate of Incoporation of Gallo Finance Co. 5 59K
36: EX-3.57 By-Laws of Gallo Finance Company 19 77K
37: EX-3.58 Articles of Organization of Gibco Motor Express 1 48K
38: EX-3.59 Operating Agreement of Gibco Motor Express, LLC 8 69K
5: EX-3.6 Second Amended and Restated Operating Agreement 31 174K
39: EX-3.71 Certificate of Incorporation of Highland Mining Co 4 57K
40: EX-3.72 By-Laws of Highland Mining Company 17 76K
41: EX-3.73 Certificate of Incorporation of Highwall Mining 4 52K
42: EX-3.74 By-Laws of Highwall Mining Services Company 17 76K
43: EX-3.83 Certificate of Incorporation of Jarrell's Branch 4 54K
44: EX-3.84 By-Laws of Jarrell's Branch Coal Company 17 76K
45: EX-3.89 Certificate of Incorporation of Logan Fork Coal Co 4 54K
6: EX-3.9 Certificate of Incorporation of Beaver Dam Coal Co 31 103K
46: EX-3.90 By-Laws of Logan Fork Coal Company 16 75K
47: EX-3.97 Certificate of Formation of Mustang Energy Co. LLC 2 49K
48: EX-3.98 Limited Liability Company Agreement of Mustang 7 63K
90: EX-4.3 First Supplemental Senior Note Indenture 11 73K
91: EX-5 Opinion of Simpson Thacher & Bartlett LLP 7 62K
92: EX-10.2 Amended and Restated Guarantee & Collateral Agrmt 107 489K
93: EX-10.3 Subordination Agreement 30 135K
94: EX-11 Statement of Computation of Per Share Earnings 1 51K
95: EX-12 Statement of Computation of Ratios 2± 54K
96: EX-21 List of Subsidiaries of the Registrant 3 56K
97: EX-23.2 Consent of Ernst & Young LLP 1 47K
98: EX-23.3 Consent of Marshall Miller & Associates 1 47K
99: EX-25 Statement of Eligibility of Trustee 5 60K
100: EX-99.1 Form of Letter of Transmittal 17 131K
101: EX-99.2 Form of Notice of Guaranteed Delivery 4 61K
102: EX-99.3 Form of Letter to Nominees 2 54K
103: EX-99.4 Form of Letter to Clients 4 57K
EX-4.3 — First Supplemental Senior Note Indenture
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EXHIBIT 4.3
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as
of May 7, 2003, 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");
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 Giarantor 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.
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(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:
3
(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
4
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.
5
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:__________________________________ By:_________________________________
Name:________________________________ Name:_______________________________
Title:_______________________________ Title:______________________________
EXISTING SUBSIDIARY GUARANTORS:
AFFINITY MINING COMPANY
ARID OPERATIONS INC.
BEAVER DAM COAL COMPANY
BIG RIDGE, INC.
BIG SKY COAL COMPANY
BLACK WALNUT COAL COMPANY
BLUEGRASS COAL COMPANY
CABALLO COAL COMPANY
CHARLES COAL COMPANY
CLEATON COAL COMPANY
COAL PROPERTIES CORP.
COLONY BAY COAL COMPANY
COOK MOUNTAIN COAL COMPANY
COTTONWOOD LAND COMPANY
CYPRUS CREEK LAND COMPANY
CYPRUS CREEK LAND RESOURCES, LLC
EACC CAMPS, INC.
EASTERN ASSOCIATED COAL CORP.
EASTERN ROYALTY CORP.
GALLO FINANCE COMPANY
GOLD FIELDS CHILE, S.A.
6
GOLD FIELDS MINING CORPORATION
GOLD FIELDS OPERATING CO. - ORTIZ
GRAND EAGLE MINING, INC.
HAYDEN GULCH TERMINAL, INC.
HIGHLAND MINING COMPANY
HILLSIDE MINING COMPANY
INDEPENDENCE MATERIAL HANDLING
COMPANY
INTERIOR HOLDINGS CORP.
JAMES RIVER COAL TERMINAL COMPANY
JARRELL'S BRANCH COAL COMPANY
JUNIPER COAL COMPANY
KAYENTA MOBILE HOME PARK, INC.
LOGAN FORK COAL COMPANY
MARTINKA COAL COMPANY
MIDCO SUPPLY AND EQUIPMENT
CORPORATION
MOUNTAIN VIEW COAL COMPANY
MUSTANG ENERGY COMPANY, L.L.C.
NORTH PAGE COAL CORP.
OHIO COUNTY COAL COMPANY
PATRIOT COAL COMPANY, L.P.
PEABODY AMERICA, INC.
PEABODY ARCHVEYOR, L.L.C.
PEABODY COAL COMPANY
PEABODY COALSALES COMPANY
PEABODY COALTRADE, INC.
PEABODY DEVELOPMENT COMPANY
PEABODY DEVELOPMENT LAND HOLDINGS, LLC
PEABODY ENERGY GENERATION HOLDING
PEABODY ENERGY INVESTMENTS, INC.
PEABODY ENERGY SOLUTIONS, INC.
PEABODY HOLDING COMPANY, INC.
PEABODY NATURAL GAS, LLC
PEABODY NATURAL RESOURCES COMPANY
PEABODY RECREATIONAL LANDS, L.L.C.
PEABODY SOUTHWESTERN COAL COMPANY
PEABODY TERMINALS, INC.
PEABODY VENEZUELA COAL CORP.
PEABODY-WATERSIDE DEVELOPMENT, L.L.C.
PEABODY WESTERN COAL COMPANY
PINE RIDGE COAL COMPANY
POND CREEK LAND RESOURCES, LLC
POND RIVER LAND COMPANY
PORCUPINE PRODUCTION, LLC
PORCUPINE TRANSPORTATION, LLC
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POWDER RIVER COAL COMPANY
PRAIRIE STATE GENERATING COMPANY, L.L.C.
RIO ESCONDIDO COAL CORP.
RIVERS EDGE MINING, INC.
RIVERVIEW TERMINAL COMPANY
SENECA COAL COMPANY
SENTRY MINING COMPANY
SNOWBERRY LAND COMPANY
STAR LAKE ENERGY COMPANY, L.L.C.
STERLING SMOKELESS COAL COMPANY
THOROUGHBRED, L.L.C.
THOROUGHBRED GENERATING COMPANY, LLC
THOROUGHBRED MINING COMPANY, L.L.C.
YANKEETOWN DOCK CORPORATION
By:_________________________________________
Name: Steven F. Schaab
Title: Vice President
NEW GUARANTEEING SUBSIDIARIES:
ARCLAR COMPANY, LLC
By:_________________________________________
Name: Steven F. Schaab
Title: Vice President & Treasurer
BLACK BEAUTY COAL COMPANY
By:_________________________________________
Name: Steven F. Schaab
Title: Vice President & Treasurer
BLACK BEAUTY EQUIPMENT COMPANY
By:_________________________________________
Name: Steven F. Schaab
Title: Vice President & Treasurer
8
BLACK BEAUTY HOLDING COMPANY, LLC
By:_________________________________________
Name: Steven F. Schaab
Title: Vice President & Treasurer
BLACK BEAUTY MINING, INC.
By:_________________________________________
Name: Steven F. Schaab
Title: Vice President & Treasurer
BLACK BEAUTY RESOURCES, INC.
By:_________________________________________
Name: Steven F. Schaab
Title: Vice President & Treasurer
BLACK BEAUTY UNDERGROUND, INC.
By:_________________________________________
Name: Steven F. Schaab
Title: Vice President & Treasurer
EAGLE COAL COMPANY
By:_________________________________________
Name: Steven F. Schaab
Title: Vice President & Treasurer
EMPIRE MARINE, LLC
By:_________________________________________
Name: Steven F. Schaab
Title: Vice President & Treasurer
9
FALCON COAL COMPANY
By:_________________________________________
Name: Steven F. Schaab
Title: Vice President & Treasurer
GIBCO MOTOR EXPRESS, LLC
By:_________________________________________
Name: Steven F. Schaab
Title: Vice President & Treasurer
HIGHWALL MINING SERVICES COMPANY
By:_________________________________________
Name: Steven F. Schaab
Title: Vice President & Treasurer
SUGAR CAMP PROPERTIES
By:_________________________________________
Name: Steven F. Schaab
Title: Vice President & Treasurer
10
SCHEDULE 1
NEW GUARANTEEING SUBSIDIARIES
1. Arclar Company, LLC, an Indiana limited liability company
2. Black Beauty Coal Company, an Indiana general partnership
3. Black Beauty Equipment Company, an Indiana general partnership
4. Black Beauty Holding Company, LLC, a Delaware limited liability company
5. Black Beauty Mining, Inc., an Indiana corporation
6. Black Beauty Resources, Inc., an Indiana corporation
7. Black Beauty Underground, Inc., an Indiana corporation
8. Eagle Coal Company, an Indiana general partnership
9. Empire Marine, LLC, an Indiana limited liability company
10. Falcon Coal Company, an Indiana general partnership
11. Gibco Motor Express, LLC, an Indiana limited liability company
12. Highwall Mining Services Company, a Delaware corporation
13. Sugar Camp Properties, an Indiana general partnership
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 6/17/03 | | | | | | | 4 |
| | 5/7/03 | | 1 | | | | | 4 |
| | 3/21/03 | | 1 |
| List all Filings |
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