Table of Contents
As filed with the Securities and Exchange Commission on June 1, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-3
Registration Statement
UNDER THE SECURITIES ACT OF 1933
Peabody Energy Corporation
(Exact name of Registrant as specified in its charter)
| Delaware | 1221 | 13-4004153 | ||
| (State or Other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
| Incorporation or Organization) | Classification Code Number) | Identification Number) |
701 Market Street
St. Louis, Missouri 63101-1826
(314) 342-3400
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)
St. Louis, Missouri 63101-1826
(314) 342-3400
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)
SEE TABLE OF ADDITIONAL REGISTRANTS
Alexander C. Schoch, Esq.
Peabody Energy Corporation
701 Market Street
St. Louis, Missouri 63101-1826
(314) 342-3400
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Peabody Energy Corporation
701 Market Street
St. Louis, Missouri 63101-1826
(314) 342-3400
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
With a Copy to:
| Risë B. Norman, Esq. | Kenneth L. Wagner, Esq. | |
| Simpson Thacher & Bartlett LLP | Peabody Energy Corporation | |
| 425 Lexington Avenue | 701 Market Street | |
| New York, New York 10017 | St. Louis, Missouri 63101-1826 |
Approximate date of commencement of proposed sale of the Securities to the public: From time to time after the registration statement becomes effective.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: þ
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
| (Do not check if a smaller reporting company) |
CALCULATION OF REGISTRATION FEE
| Proposed Maximum | ||||||||||||||
| Aggregate Offering | Proposed Maximum | |||||||||||||
| Title of Each Class of | Amount to be | Price per | Aggregate | Amount of | ||||||||||
| Securities to be Registered | Registered(1)(2) | Security(1)(2) | Offering Price(1) | Registration Fee(3) | ||||||||||
| Debt Securities of Peabody Energy Corporation | ||||||||||||||
| Guarantees of Debt Securities by Subsidiary Guarantors | ||||||||||||||
| Preferred Stock, par value $0.01 per share | ||||||||||||||
| Common Stock, par value $0.01 per share | ||||||||||||||
| Preferred Stock Purchase Rights(4) | ||||||||||||||
| Warrants | ||||||||||||||
| Units(5) | ||||||||||||||
| (1) | Not applicable pursuant to Form S-3 General Instruction II(E). An indeterminate aggregate initial offering price or number of the securities of each identified class (the “Securities”) is being registered as may from time to time be issued at indeterminate prices. | |
| (2) | Includes such indeterminate amounts of Securities as may be issued upon exercise, conversion or exchange of any Securities that provide for that issuance. Also includes such indeterminate amounts of Securities as may be issued in units. Separate consideration may or may not be received for any of these Securities. | |
| (3) | Pursuant to Rules 456(b) and 457(r), the Registrants elect to defer payment of all of the registration fees, except for $178,422.50, which is the remainder of (i) an initial registration fee of $353,100 paid to the Securities and Exchange Commission (“SEC”) with respect to $3,000,000,000 aggregate initial offering price of securities of the Registrants previously registered yet unissued under the Registration Statement on Form S-3 (No. 333-124749) of the Registrants filed on May 9, 2005, minus (ii) a subsequent registration fee of $174,677.50 due to the SEC and offset against the $353,100, with respect to $900,000,000 aggregate initial offering price of securities of the Registrants issued on October 12, 2006 and $732,500,000 aggregate initial offering price of securities of the Registrants issued on December 20, 2006, each under the Registration Statement on Form S-3 (No. 333-136108) of the Registrants filed on July 28, 2006. Pursuant to Rule 457(p), such remaining unutilized filing fee of $178,422.50 paid with respect to Registration Statement No. 333-124749 will be used to offset the registration fee payable in the future with respect to the first $3,197,535,842 aggregate initial offering price of securities (calculated utilizing the fee rate applicable on the date hereof of $55.80 per million dollars) offered with respect to this Registration Statement. Any additional registration fees will be paid subsequently in advance or on a pay-as-you-go basis. | |
| (4) | The preferred stock purchase rights initially will trade together with the common stock. The value attributable to the preferred stock purchase rights, if any, is reflected in the offering price of the common stock. | |
| (5) | Each Unit consists of any combination of two or more of the securities being registered hereby. |
TABLE OF CONTENTS
| PART II | ||||||||
| Item 14. Other Expenses of Issuance and Distribution | ||||||||
| Item 15. Indemnification of Directors and Officers | ||||||||
| Item 16 | ||||||||
| Item 17. Undertakings | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-5 | ||||||||
| EX-23.2 | ||||||||
Table of Contents
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-161179) of Peabody Energy Corporation is being filed for the purposes of (i) adding certain subsidiaries as co-registrants to the Registration Statement (see Table of Registrants below) to allow such subsidiaries to guarantee any of Peabody Energy Corporation’s debt securities and deleting certain subsidiaries as co-registrants and (ii) updating the names of certain co-registrants. No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement. Accordingly, such base prospectus is being omitted from this filing.
Table of Contents
TABLE OF CO-REGISTRANTS
| Address, Including Zip Code, | ||||||
| State or Other | and Telephone Number, | |||||
| Jurisdiction of | IRS Employer | Including Area Code, of | ||||
| Exact Name of Co-Registrant | Incorporation or | Identification | Co-Registrant’s Principal | |||
| as Specified in its Charter | Organization | Number | Executive Offices | |||
| American Land Development, LLC | Delaware | 20-3405570 | 701 Market Street | |||
| Suite 795 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| American Land Holdings of Colorado, LLC | Delaware | 26-3730572 | 701 Market Street | |||
| Suite 809 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| American Land Holdings of Illinois, LLC | Delaware | 43-1898527 | 701 Market Street | |||
| Suite 974 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| American Land Holdings of Indiana, LLC | Delaware | 20-2514299 | 701 Market Street | |||
| Suite 737 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| American Land Holdings of Kentucky, LLC | Delaware | 20-0766113 | 701 Market Street | |||
| Suite 719 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| American Land Holdings of West Virginia, LLC | Delaware | 2-5744666 | 701 Market Street | |||
| Suite 754 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Arid Operations, Inc. | Delaware | 84-1199578 | 14062 Denver West Parkway | |||
| Suite 110 | ||||||
| Golden, CO 80401-3301 | ||||||
| (760) 337-5552 | ||||||
| Big Ridge, Inc. | Illinois | 37-1126950 | 420 Long Lane Road | |||
| Equality, IL 62934 | ||||||
| (618) 273-4314 | ||||||
| Big Sky Coal Company | Delaware | 81-0476071 | P.O. Box 97 | |||
| Colstrip, MT 59323 | ||||||
| (406) 748-5750 | ||||||
| Black Hills Mining Company, LLC | Illinois | 32-0049741 | 701 Market Street, | |||
| Suite 779 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| BTU Empire Company, LLC | Delaware | 74-1869420 | 701 Market Street | |||
| Suite 733 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| BTU Western Resources, Inc. | Delaware | 20-1019486 | 701 Market Street | |||
| Suite 735 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Caballo Coal, LLC | Delaware | 83-0309633 | 1013 Boxelder | |||
| Caller Box 3037 | ||||||
| Gillette, WY 82717 | ||||||
| (307) 687-6900 | ||||||
| Caballo Grande, LLC | Delaware | 27-1773243 | 701 Market Street | |||
| Suite 710 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 |
Table of Contents
| Address, Including Zip Code, | ||||||
| State or Other | and Telephone Number, | |||||
| Jurisdiction of | IRS Employer | Including Area Code, of | ||||
| Exact Name of Co-Registrant | Incorporation or | Identification | Co-Registrant’s Principal | |||
| as Specified in its Charter | Organization | Number | Executive Offices | |||
| Caseyville Dock Company, LLC | Delaware | 20-8080107 | 701 Market Street | |||
| Suite 764 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Central States Coal Reserves of Illinois, LLC | Delaware | 43-1869432 | 701 Market Street Suite 973 | |||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Central States Coal Reserves of Indiana, LLC | Delaware | 20-3960696 | 701 Market Street Suite 983 | |||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Century Mineral Resources, Inc. | Illinois | 36-3925555 | 701 Market Street | |||
| Suite 798 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Coal Reserves Holding Limited Liability Company No. 1 | Delaware | 43-1922737 | 701 Market Street 6th Floor | |||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| COALSALES II, LLC | Delaware | 43-1610419 | 701 Market Street | |||
| Suite 830 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Colorado Yampa Coal Company | Delaware | 95-3761211 | 701 Market Street | |||
| Suite 732 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Conservancy Resources, LLC | Delaware | 20-5744701 | 701 Market Street | |||
| Suite 755 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Cottonwood Land Company | Delaware | 43-1721982 | 701 Market Street | |||
| Suite 972 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Cyprus Creek Land Company | Delaware | 73-1625890 | 701 Market Street | |||
| Suite 772 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Cyprus Creek Land Resources, LLC | Delaware | 75-3058264 | 701 Market Street | |||
| Suite 775 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Dyson Creek Coal Company, LLC | Delaware | 43-1898526 | 701 Market Street | |||
| 6th Floor | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Dyson Creek Mining Company, LLC | Delaware | 20-8080062 | 701 Market Street | |||
| Suite 762 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| El Segundo Coal Company, LLC | Delaware | 20-8162824 | 701 Market Street | |||
| Suite 768 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Elkland Holdings, LLC | Delaware | 26-3724511 | 701 Market Street | |||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Falcon Coal Company, LLC | Indiana | 35-2006760 | 7100 Eagle Crest Blvd. | |||
| Suite 500 | ||||||
| Evansville, IN 47715 | ||||||
| (812) 434-8500 |
Table of Contents
| Address, Including Zip Code, | ||||||
| State or Other | and Telephone Number, | |||||
| Jurisdiction of | IRS Employer | Including Area Code, of | ||||
| Exact Name of Co-Registrant | Incorporation or | Identification | Co-Registrant’s Principal | |||
| as Specified in its Charter | Organization | Number | Executive Offices | |||
| Gallo Finance Company | Delaware | 43-1823616 | 701 Market Street | |||
| Suite 713 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Gold Fields Chile, LLC | Delaware | 13-3004607 | 14062 Denver West Parkway | |||
| Suite 110 | ||||||
| Golden, CO 63102 | ||||||
| (303) 271-3600 | ||||||
| Gold Fields Mining, LLC | Delaware | 36-2079582 | 14062 Denver West Parkway | |||
| Suite 110 | ||||||
| Golden, CO 63102 | ||||||
| (303) 271-3600 | ||||||
| Gold Fields Ortiz, LLC | Delaware | 22-2204381 | 14062 Denver West Parkway | |||
| Suite 110 | ||||||
| Denver, CO 80401 | ||||||
| (303) 271-3600 | ||||||
| Hayden Gulch Terminal, LLC | Delaware | 86-0719481 | 701 Market Street | |||
| Suite 714 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Highwall Mining Services Company | Delaware | 20-0010659 | 701 Market Street | |||
| Suite 805 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Hillside Recreational Lands, LLC | Delaware | 32-0214135 | 701 Market Street | |||
| Suite 797] | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| HMC Mining, LLC | Delaware | 43-1875853 | 701 Market Street | |||
| Suite 911 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Illinois Land Holdings, LLC | Illinois | 26-1865197 | 701 Market Street | |||
| Suite 799 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Independence Material Handling, LLC | Delaware | 43-1750064 | 701 Market Street | |||
| Suite 840 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| James River Coal Terminal, LLC | Delaware | 55-0643770 | 701 Market Street, | |||
| Suite 702 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Juniper Coal Company | Delaware | 43-1744675 | 701 Market Street, | |||
| Suite 716 | ||||||
| St. Louis, MO 63101-1826 | ||||||
| (314) 342-3400 | ||||||
| Kayenta Mobile Home Park, Inc. | Delaware | 86-0773596 | P.O. Box 605 | |||
| Kayenta, AZ 86033 | ||||||
| (928) 677-3201 | ||||||
| Kentucky Syngas, LLC | Delaware | 26-1156957 | 701 Market Street | |||
| Suite 709 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Lively Grove Energy, LLC | Delaware | 20-5752800 | 701 Market Street | |||
| Suite 786 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Lively Grove Energy Partners, LLC | Delaware | 26-0180403 | 701 Market Street | |||
| Suite 794 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 |
Table of Contents
| Address, Including Zip Code, | ||||||
| State or Other | and Telephone Number, | |||||
| Jurisdiction of | IRS Employer | Including Area Code, of | ||||
| Exact Name of Co-Registrant | Incorporation or | Identification | Co-Registrant’s Principal | |||
| as Specified in its Charter | Organization | Number | Executive Offices | |||
| Marigold Electricity, LLC | Delaware | 26-0180352 | 701 Market Street | |||
| Suite 793 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Midco Supply and Equipment Company | Illinois | 43-6042249 | P.O. Box 14542 | |||
| St. Louis, MO 63178 | ||||||
| (314) 342-3400 | ||||||
| Midwest Coal Acquisition Corp. | Delaware | 20-0217640 | 701 Market Street | |||
| Suite 722 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Midwest Coal Reserves of Illinois, LLC | Delaware | 20-3960648 | 701 Market Street | |||
| Suite 964 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Midwest Coal Reserves of Indiana, LLC | Delaware | 20-3405958 | 701 Market Street | |||
| Suite 963 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Mustang Energy Company, LLC | Delaware | 43-1898532 | 701 Market Street | |||
| Suite 953 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| New Mexico Coal Resources, LLC | Delaware | 20-3405643 | 701 Market Street | |||
| Suite 804 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody America, Inc. | Delaware | 93-1116066 | 701 Market Street, | |||
| Suite 720 | ||||||
| St. Louis, MO 63101-1826 | ||||||
| (314) 342-3400 | ||||||
| Peabody Archveyor, LLC | Delaware | 43-1898535 | 701 Market Street | |||
| Suite 751 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Arclar Mining, LLC | Indiana | 31-1566354 | 420 Long Lane Road | |||
| Equality, IL 62934 | ||||||
| (618) 273-4314 | ||||||
| Peabody Bear Run Mining, LLC | Delaware | 26-3582291 | 701 Market Street | |||
| Suite 802 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Bear Run Services, LLC | Delaware | 26-3725923 | 701 Market Street | |||
| Suite 820 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Cardinal Gasification, LLC | Delaware | 20-5047955 | 701 Market Street | |||
| Suite 931 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody COALSALES, LLC | Delaware | 20-1759740 | 701 Market Street | |||
| Suite 831 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody COALTRADE International (CTI), LLC | Delaware | 20-1435716 | 701 Market Street | |||
| Suite 836 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 |
Table of Contents
| Address, Including Zip Code, | ||||||
| State or Other | and Telephone Number, | |||||
| Jurisdiction of | IRS Employer | Including Area Code, of | ||||
| Exact Name of Co-Registrant | Incorporation or | Identification | Co-Registrant’s Principal | |||
| as Specified in its Charter | Organization | Number | Executive Offices | |||
| Peabody COALTRADE, LLC | Delaware | 43-1666743 | 701 Market Street | |||
| Suite 835 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Colorado Operations, LLC | Delaware | 20-2561644 | 701 Market Street | |||
| Suite 832 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Colorado Services, LLC | Delaware | 26-3723774 | 701 Market Street | |||
| Suite 813 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Coulterville Mining, LLC | Delaware | 20-0217834 | 701 Market Street | |||
| Suite 723 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Development Company, LLC | Delaware | 43-1265557 | 701 Market Street | |||
| Suite 970 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Electricity, LLC | Delaware | 20-3405744 | 701 Market Street | |||
| Suite 784 | ||||||
| Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Employment Services, LLC | Delaware | 26-3730348 | 701 Market Street Suite 808 St. Louis, MO 63101 (314) 342-3400 | |||
| Peabody Energy Generation Holding Company | Delaware | 73-1625891 | St. Louis, MO 63101 Suite 930 | |||
| 701 Market Street | ||||||
| Suite 930 | ||||||
| (314) 342-3400 | ||||||
| Peabody Energy Investments, Inc. | Delaware | 68-0541702 | 701 Market Street | |||
| Suite 717 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Energy Solutions, Inc. | Delaware | 43-1753832 | 701 Market Street, | |||
| Suite 845 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Gateway North Mining, LLC | Delaware | 27-2294407 | 701 Market Street | |||
| Suite 817 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Gateway Services, LLC | Delaware | 26-3724075 | 701 Market Street | |||
| Suite 817 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Holding Company, LLC | Delaware | 74-2666822 | 701 Market Street, | |||
| Suite 741 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Illinois Services, LLC | Delaware | 26-3722638 | 701 Market Street | |||
| Suite 811 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Indiana Services, LLC | Delaware | 26-3724339 | 701 Market Street | |||
| Suite 818 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody International Investments, Inc. | Delaware | 26-361182 | 701 Market Street | |||
| Suite 703 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 |
Table of Contents
| Address, Including Zip Code, | ||||||
| State or Other | and Telephone Number, | |||||
| Jurisdiction of | IRS Employer | Including Area Code, of | ||||
| Exact Name of Co-Registrant | Incorporation or | Identification | Co-Registrant’s Principal | |||
| as Specified in its Charter | Organization | Number | Executive Offices | |||
| Peabody International Services, Inc. | Delaware | 20-8340434 | 701 Market Street | |||
| Suite 783 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Investments Corp. | Delaware | 20-0480084 | 701 Market Street | |||
| Suite 707 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Midwest Management Services, LLC | Delaware | 26-3726045 | 701 Market Street Suite 816 | |||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Midwest Mining, LLC | Indiana | 35-1799736 | P.O. Box 312 | |||
| Evansville, IN 47702 | ||||||
| (812) 424-9000 | ||||||
| Peabody Midwest Operations, LLC | Delaware | 20-3405619 | 701 Market Street | |||
| Suite 744 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Midwest Services, LLC | Delaware | 26-3722194 | 701 Market Street | |||
| Suite 810 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Natural Gas, LLC | Delaware | 43-1890836 | 701 Market Street | |||
| Suite 740 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Natural Resources Company | Delaware | 51-0332232 | 701 Market Street, | |||
| Suite 718 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody New Mexico Services, LLC | Delaware | 20-8162939 | 701 Market Street, | |||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Operations Holding, LLC | Delaware | 26-3723890 | 701 Market Street | |||
| Suite 815 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Powder River Operations, LLC | Delaware | 20-3405797 | 701 Market Street | |||
| Suite 876 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Powder River Services, LLC | Delaware | 26-3725850 | 701 Market Street | |||
| Suite 876 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody PowerTree Investments, LLC | Delaware | 20-0116980 | 701 Market Street | |||
| Suite 954 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Recreational Lands, LLC | Delaware | 43-1898382 | 701 Market Street | |||
| Suite 920 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Rocky Mountain Management Services, LLC | Delaware | 26-3725390 | 701 Market Street Suite 823 | |||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Rocky Mountain Services, LLC | Delaware | 20-8162706 | 701 Market Street | |||
| Suite 767 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 |
Table of Contents
| Address, Including Zip Code, | ||||||
| State or Other | and Telephone Number, | |||||
| Jurisdiction of | IRS Employer | Including Area Code, of | ||||
| Exact Name of Co-Registrant | Incorporation or | Identification | Co-Registrant’s Principal | |||
| as Specified in its Charter | Organization | Number | Executive Offices | |||
| Peabody Services Holding, LLC | Delaware | 26-3726126 | 701 Market Street | |||
| Suite 814 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Southwest, LLC | Delaware | 20-5744732 | 701 Market Street | |||
| Suite 756 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Southwestern Coal Company | Delaware | 43-1898372 | St. Louis, MO 63101-1826 | |||
| 701 Market Street | ||||||
| Suite 739 | ||||||
| (314) 342-3400 | ||||||
| Peabody Terminal Holding Company, Inc. | Delaware | 26-1087816 | 701 Market Street | |||
| Suite 796 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Terminals, LLC | Delaware | 31-1035824 | 701 Market Street, | |||
| Suite 712 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Twentymile Mining, LLC | Delaware | 95-3811846 | 701 Market Street, | |||
| Suite 731 | ||||||
| St. Louis, MO 63101-1826 | ||||||
| (314) 342-3400 | ||||||
| Peabody Venezuela Coal Corp. | Delaware | 43-1609813 | 701 Market Street, | |||
| Suite 715 | ||||||
| St. Louis, MO 63101-1826 | ||||||
| (314) 342-3400 | ||||||
| Peabody Venture Fund, LLC | Delaware | 20-3405779 | 701 Market Street | |||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody-Waterside Development, LLC | Delaware | 75-3098342 | 701 Market Street | |||
| Suite 921 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Western Coal Company | Delaware | 86-0766626 | P.O. Box 605 | |||
| Kayenta, AZ 86033 | ||||||
| (928) 677-3201 | ||||||
| Peabody Wild Boar Mining, LLC | Delaware | 26-3730759 | 701 Market Street | |||
| Suite 824 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Wild Boar Services, LLC | Delaware | 26-3725591 | 701 Market Street | |||
| Suite 824 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Peabody Wyoming Services, LLC | Delaware | 26-3723001 | 701 Market Street | |||
| Suite 812 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| PEC Equipment Company, LLC | Delaware | 20-0217950 | 701 Market Street | |||
| Suite 726 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Point Pleasant Dock Company, LLC | Delaware | 20-0117005 | 701 Market Street | |||
| Suite 708 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Pond River Land Company | Delaware | 73-1625893 | 701 Market Street | |||
| Suite 771 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 |
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| Address, Including Zip Code, | ||||||
| State or Other | and Telephone Number, | |||||
| Jurisdiction of | IRS Employer | Including Area Code, of | ||||
| Exact Name of Co-Registrant | Incorporation or | Identification | Co-Registrant’s Principal | |||
| as Specified in its Charter | Organization | Number | Executive Offices | |||
| Porcupine Production, LLC | Delaware | 43-1898379 | 701 Market Street | |||
| Suite 752 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Porcupine Transportation, LLC | Delaware | 43-1898380 | 701 Market Street | |||
| Suite 753 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Powder River Coal, LLC | Delaware | 43-0996010 | 1013 East Boxelder | |||
| Gillette, WY 82718 | ||||||
| (307) 687-6900 | ||||||
| Riverview Terminal Company | Delaware | 13-2899722 | 14062 Denver West Parkway | |||
| Suite 110 | ||||||
| Golden, CO 80401-3301 | ||||||
| (606) 739-5752 | ||||||
| Sage Creek Coal Company, LLC | Delaware | 26-3730653 | 701 Market Street | |||
| Suite 803 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Sage Creek Holdings, LLC | Delaware | 26-3286872 | 701 Market Street | |||
| Suite 801 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| School Creek Coal Company, LLC | Delaware | 20-2902073 | 701 Market Street | |||
| Suite 738 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| School Creek Coal Resources, LLC | Delaware | 20-3585831 | 701 Market Street | |||
| Suite 742 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Seneca Coal Company, LLC | Delaware | 84-1273892 | Drawer D | |||
| Hayden, CO 81639 | ||||||
| (970) 276-3707 | ||||||
| Shoshone Coal Corporation | Delaware | 25-1336898 | 701 Market Street | |||
| Suite 734 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Star Lake Energy Company, L.L.C. | Delaware | 43-1898533 | 701 Market Street | |||
| Suite 951 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Sugar Camp Properties, LLC | Indiana | 35-2130006 | 7100 Eagle Crest Blvd. | |||
| Evansville, IN 47715 | ||||||
| (812) 424-9000 | ||||||
| Thoroughbred Generating Company, LLC | Delaware | 43-1898534 | 701 Market Street | |||
| Suite 780 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Thoroughbred Mining Company, LLC | Delaware | 73-1625889 | 701 Market Street | |||
| Suite 721 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Twentymile Coal, LLC | Delaware | 95-3811846 | 701 Market Street | |||
| Suite 731 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| West Roundup Resources, LLC | Delaware | 20-2561489 | 701 Market Street | |||
| Suite 736 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 |
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| Address, Including Zip Code, | ||||||
| State or Other | and Telephone Number, | |||||
| Jurisdiction of | IRS Employer | Including Area Code, of | ||||
| Exact Name of Co-Registrant | Incorporation or | Identification | Co-Registrant’s Principal | |||
| as Specified in its Charter | Organization | Number | Executive Offices | |||
| Williams Fork Coal Company, LLC | Delaware | 20-8162742 | 701 Market Street | |||
| Suite 766 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 | ||||||
| Wyoming Natural Gas, LLC | Delaware | 20-5744610 | 701 Market Street | |||
| Suite 752 | ||||||
| St. Louis, MO 63101 | ||||||
| (314) 342-3400 |
Table of Contents
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table reflects an itemization of all fees and expenses, other than underwriting discounts and commissions, incurred or expected to be incurred by Peabody Energy Corporation in connection with the issuance and distribution of the securities being registered hereby. All but the Securities and Exchange Commission registration fee are estimates and remain subject to future contingencies.
| Securities and Exchange Commission registration fee | $ | (1 | ) | |
| Legal fees and expenses | (2 | ) | ||
| Accounting fees and expenses | (2 | ) | ||
| Trustees’ fees and expenses | (2 | ) | ||
| Printing and engraving fees | (2 | ) | ||
| Blue Sky fees and expenses | (2 | ) | ||
| Miscellaneous expenses | (2 | ) | ||
| Total | $ | (2 | ) |
| (1) | Pursuant to Rules 456(b) and 457(r), the Registrants elect to defer payment of all of the registration fees, except for $178,422.50, which is the remainder of (i) an initial registration fee of $353,100 paid to the SEC with respect to $3,000,000,000 aggregate initial offering price of securities of the Registrants previously registered yet unissued under the Registration Statement on Form S-3 (No. 333-124749) of the Registrants filed on May 9, 2005, minus (ii) a subsequent registration fee of $174,677.50 due to the SEC and offset against the $353,100, with respect to $900,000,000 aggregate initial offering price of securities of the Registrants issued on October 12, 2006 and $732,500,000 aggregate initial offering price of securities of the Registrants issued on December 20, 2006, each under the Registration Statement on Form S-3 (No. 333-136108) of the Registrants filed on July 28, 2006. Pursuant to Rule 457(p), such remaining unutilized filing fee of $178,422.50 paid with respect to Registration Statement No. 333-124749 will be used to offset the registration fee payable in the future with respect to the first $3,197,535,842 aggregate initial offering price of securities (calculated utilizing the fee rate applicable on the date hereof of $55.80 per million dollars) offered with respect to this Registration Statement. Any additional registration fees will be paid subsequently in advance or on a pay-as-you-go basis. | |
| (2) | An estimate of the aggregate amount of these expenses will be reflected in the applicable prospectus supplement. |
Item 15. Indemnification of Directors and Officers.
Delaware
Delaware Corporation Registrants
Peabody Energy Corporation, Arid Operations, Inc., Big Sky Coal Company, BTU Western Resources, Inc., Colorado Yampa Coal Company, Cottonwood Land Company, Cyprus Creek Land Company, Gallo Finance Company, Highwall Mining Services Company, Juniper Coal Company, Kayenta Mobile Home Park, Inc., Midwest Coal Acquisition Corp., Peabody America, Inc., Peabody Energy Generation Holding Company, Peabody Energy Investments, Inc., Peabody Energy Solutions, Inc., Peabody International Investments, Inc., Peabody International Services, Inc., Peabody Investments Corp., Peabody Natural Resources Company, Peabody Southwestern Coal Company, Peabody Terminal Holding Company, Inc., Peabody Venezuela Coal Corp., Peabody Western Coal Company, Pond River Land Company, Riverview Terminal Company and Shoshone Coal Corporation (the “Delaware Corporation Registrants”) are incorporated in the State of Delaware. Section 145 of the Delaware General Corporation Law provides that, among other things, a corporation may indemnify directors and officers as
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well as other employees and agents of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with threatened, pending or completed actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation, a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such actions, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s by-laws, disinterested director vote, stockholder vote, agreement or otherwise.
Article Sixth of our third amended and restated certificate of incorporation (as amended) and Article IV of our amended and restated by-laws requires indemnification to the fullest extent permitted by Delaware law. Our third amended and restated certificate of incorporation (as amended) requires indemnification and the advancement of expenses incurred by officers or directors in relation to any action, suit or proceeding. Similar provisions are contained in the certificate of incorporation and/or bylaws of the other Delaware Corporation Registrants.
Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability (i) for any transaction from which the director derives an improper personal benefit, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law (certain illegal distributions) or (iv) for any breach of a director’s duty of loyalty to the company or its stockholders. Article Sixth of our third amended and restated certificate of incorporation (as amended) includes such a provision.
In connection with our existing indemnification procedures and policies and the rights provided for by our third amended and restated certificate of incorporation (as amended) and amended and restated by-laws, we have executed indemnification agreements with our directors and executive officers.
Pursuant to those agreements, to the fullest extent permitted by the laws of the State of Delaware, we have agreed to indemnify those persons against any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the indemnified person is or was or has agreed to serve at our request as a director, officer, employee or agent, or while serving as our director or officer, is or was serving or has agreed to serve at our request as a director, officer, employee or agent (which, for purposes of the indemnification agreements, includes a trustee, partner, manager or a position of similar capacity) of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity. The indemnification provided by these agreements is from and against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the indemnified person or on his or her behalf in connection with the action, suit or proceeding and any appeal therefrom, but shall only be provided if the indemnified person acted in good faith and in a manner the indemnified person reasonably believed to be in or not opposed to our best interests, and, with respect to any criminal action, suit or proceeding, had no reasonable cause to believe the indemnified person’s conduct was unlawful.
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We have obtained officers’ and directors’ liability insurance which insures against liabilities that our officers and directors, in such capacities, may incur.
Delaware LLC Registrants
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, BTU Empire Company, LLC, Caballo Coal, LLC, Caballo Grande, LLC, Caseyville Dock Company, LLC, Central States Coal Reserves of Illinois, LLC, Central States Coal Reserves of Indiana, LLC, Coal Reserves Holding Limited Liability Company No 1., COALSALES II, LLC, Conservancy Resources, LLC, Cyprus Creek Land Resources, LLC, Dyson Creek Coal Company, LLC, Dyson Creek Mining Company, LLC, El Segundo Coal Company, LLC, Elkland Holdings, LLC, Gold Fields Chile, LLC, Gold Fields Mining, LLC, Gold Fields Ortiz, LLC, Hayden Gulch Terminal, LLC, Hillside Recreational Lands, LLC, HMC Mining, LLC, Independence Material Handling, LLC, James River Coal Terminal, LLC, Kentucky Syngas, LLC, Lively Grove Energy, LLC, Lively Grove Energy Partners, LLC, Marigold Electricity, LLC, Midwest Coal Reserves of Illinois, LLC, Midwest Coal Reserves of Indiana, LLC, Mustang Energy Company, LLC, New Mexico Coal Resources, LLC, New Mexico Services, LLC, Peabody Archveyor, LLC, Peabody Bear Run Mining, LLC, Peabody Bear Run Services, 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 Gateway North Mining, LLC, Peabody Gateway Services, LLC, Peabody Holding Company, LLC, Peabody Illinois Services, LLC, Peabody Indiana Services, LLC, Peabody Midwest Management Services, LLC, Peabody Midwest Operations, LLC, Peabody Midwest Services, LLC, Peabody Natural Gas, LLC, Peabody New Mexico Services, LLC, Peabody Operations Holding, LLC, Peabody Powder River Operations, LLC, Peabody Powder River Services, LLC, Peabody PowerTree Investments, LLC, Peabody Recreational Lands, LLC, Peabody Rocky Mountain Management Services, LLC, Peabody Rocky Mountain Services, LLC, Peabody Services Holding, LLC, Peabody Southwest, LLC, Peabody Terminals, LLC, Peabody Twentymile Mining, LLC, Peabody Venture Fund, LLC, Peabody-Waterside Development, LLC, Peabody Wild Boar Mining, LLC, Peabody Wild Boar Services, LLC, Peabody Wyoming Services, LLC, PEC Equipment Company, LLC, Point Pleasant Dock Company, LLC, Porcupine Production, LLC, Porcupine Transportation, LLC, Powder River Coal, LLC, Sage Creek Coal Company, LLC, Sage Creek Holdings, LLC, School Creek Coal Company, LLC, School Creek Coal Resources, LLC, Seneca Coal Company, LLC, Star Lake Energy Company, LLC, Thoroughbred Generating Company, LLC, Thoroughbred Mining Company, LLC, Twentymile Coal, LLC, West Roundup Resources, LLC, Williams Fork Coal Company, LLC and Wyoming Natural Gas, LLC (the “Delaware LLC Registrants”) are organized in the State of Delaware. Delaware limited liability companies are permitted by Section 18-108 of the Delaware Limited Liability Company Act, subject to the procedures and limitations stated therein, to indemnify any person against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding in which such person is made a party by reason of his being or having been a director, officer, employee or agent of the respective limited liability company. The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any agreement, vote of members or disinterested directors or otherwise.
The Operating Agreements of the Delaware LLC Registrants generally provide that the company shall indemnify the member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LCC or the member with respect to claims arising out of or incidental to the business or activities related to the LLC, if such indemnitee determined in good faith that such
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conduct was in the best interest of the LLC and such indemnitee’s conduct did not constitute fraud, gross negligence or willful misconduct and was within the scope of the indemnitee’s authority.
Each Delaware limited liability company may purchase and maintain insurance on behalf of any director or officer of such limited liability company against any liability asserted against such person, whether or not such limited liability company would have the power to indemnify such person against such liability under the respective provisions of the limited liability company agreement or otherwise.
Indiana
Indiana LLC Registrants
Falcon Coal Company, LLC, Peabody Arclar Mining, LLC, Peabody Midwest Mining, LLC and Sugar Camp Properties, LLC (the “Indiana LLC Registrants”) are organized in the State of Indiana. Section 23-18-2-2 of the Indiana Business Flexibility Act (“Indiana LLC Law”) provides that, unless the limited liability company’s articles of organization provide otherwise, every limited liability company has the power to indemnify and hold harmless any member, manager, agent, or employee from and against any and all claims and demands, except in the case of an action or failure to act by the member, agent, or employee which constitutes willful misconduct or recklessness and subject to any standards and restrictions set forth in a written operating agreement. Section 23-18-4-4 of the Indiana LLC Law provides that a written operating agreement may provide for indemnification of a member or manager for monetary damages for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.
The Operating Agreement of Peabody Arclar Mining, LLC provides that the company shall indemnify each officer with respect to liabilities to which such person is, or is threatened to be made, a party because such person is or was serving at the request of the company as an officer of the company, or is or was serving at the request of the company as a director, officer, partner, member, employee or agent of another entity, provided that the officer acted in good faith and in a manner reasonably believed by the officer to be in the best interests of the company or, in the case of a criminal proceeding, the officer had no reasonable cause to believe that the conduct was unlawful.
The Operating Agreements of the other Indiana LLC Registrants provide that the company shall indemnify the member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LCC or the member with respect to claims arising out of or incidental to the business or activities related to the LLC, if such indemnitee determined in good faith that such conduct was in the best interest of the LLC and such indemnitee’s conduct did not constitute fraud, gross negligence or willful misconduct and was within the scope of the indemnitee’s authority.
Illinois
Illinois Corporation Registrants
Big Ridge, Inc., Century Mineral Resources, Inc. and Midco Supply and Equipment Company (the “Illinois Corporation Registrants”) are incorporated in the State of Illinois. The bylaws of Big Ridge, Inc. and Century Mineral Resources, Inc. provide for the indemnification of directors and officers to the fullest extent permitted by the Illinois Business Corporation Act (“IBCA”), as amended, as it currently exists or may hereafter be amended.
Section 8.75 of the IBCA provides that a corporation may indemnify any person who, by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or
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was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than one brought on behalf of the corporation, against reasonable expenses (including attorneys’ fees), judgments, fines and settlement payments incurred in connection with the action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be not opposed to the best interests of such corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe his or her conduct was unlawful. In the case of actions on behalf of the corporation, indemnification may extend only to reasonable expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such action or suit and only if such person acted in good faith and in a manner he or she reasonably believed to be not opposed to the best interests of the corporation, provided that no such indemnification is permitted in respect of any claim, issue or matter as to which such person is adjudged to be liable to the corporation except to the extent that the adjudicating court otherwise provides. To the extent that a present or former director, officer or employee of the corporation has been successful in defending any such action, suit or proceeding (even one on behalf of the corporation) or in defense of any claim, issue or matter therein, such person is entitled to indemnification for reasonable expenses (including attorneys’ fees) incurred by such person in connection therewith if the person acted in good faith and in a manner he or she reasonably believed to be not opposed to the best interests of the corporation. The indemnification provided for by the IBCA is not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, and a corporation may maintain insurance on behalf of any person who is or was a director, officer, employee or agent against liabilities for which indemnification is not expressly provided by the IBCA.
Illinois LLC Registrants
Black Hills Mining Company LLC and Illinois Land Holdings, LLC (the “Illinois LLC Registrants”) are organized in the State of Illinois.
The Operating Agreement of Black Hills Mining Company, LLC provides that the company shall indemnify each director, officer and member with respect to claims arising by reason of any acts, omissions, or alleged acts or omissions arising out of the indemnified party’s activities on behalf of the company or in furtherance of the interests of the company, if such acts, omissions, or alleged acts or omissions were for a purpose reasonably believed to be in the best interests of the company and were not performed or omitted fraudulently or in bad faith or as a result of gross negligence by such indemnified party, and were not in violation of the indemnified party’s fiduciary obligations to the company.
The Operating Agreement of Illinois Land Holdings, LLC provides that the company shall indemnify the member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LCC or the member with respect to claims arising out of or incidental to the business or activities related to the LLC, if such indemnitee determined in good faith that such conduct was in the best interests of the LLC and such indemnitee’s conduct did not constitute fraud, gross negligence or willful misconduct and was within the scope of the indemnitee’s authority.
Item 16.
(a) Exhibits
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| Exhibit | ||
| No. | Description of Exhibit | |
| 1.1** | Form of Underwriting Agreement (Debt) | |
| 1.2** | Form of Underwriting Agreement (Equity) | |
| 1.3** | Form of Underwriting Agreement (Preferred Stock) | |
| 1.4** | Form of Underwriting Agreement (Units) | |
| 1.5** | Form of Underwriting Agreement (Warrants) | |
| 4.1 | Rights Agreement, dated as of July 24, 2002, between the Company and EquiServe Trust Company, N.A., as Rights Agent (which includes the form of Certificate of Designations of Series A Junior Preferred Stock of the Company as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C) (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A, filed on July 24, 2002) | |
| 4.2 | Certificate of Designations of Series A Junior Participating Preferred Stock of the Company, filed with the Secretary of State of the State of Delaware on July 24, 2002 (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 8-A, filed on July 24, 2002) | |
| 4.3 | Certificate of Adjustment delivered by the Registrant to Equiserve Trust Company, NA., as Rights Agent, on March 29, 2005 (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form 8-A filed on March 29, 2005) | |
| 4.4 | Certificate of Adjustment delivered by the Registrant to American Stock Transfer & Trust Company, as Rights Agent, on February 22, 2006 (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form 8-A filed on February 22, 2006) | |
| 4.5 | Specimen of stock certificate representing the Registrant’s common stock, $.01 par value (incorporated by reference to Exhibit 4.13 of the Registrant’s Form S-1/A Registration Statement No. 333-55412, filed on May 1, 2001) | |
| 4.6 | 6 7/8% Senior Notes Due 2013 Indenture dated as of March 21, 2003 between the Registrant and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.27 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, filed on May 13, 2003) | |
| 4.7 | 6 7/8% Senior Notes Due 2013 First Supplemental Indenture dated as of May 7, 2003 among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 of the Registrant’s Form S-4 Registration Statement No. 333-106208, filed on June 17, 2003) | |
| 4.8 | 6 7/8% Senior Notes Due 2013 Second Supplemental Indenture dated as of September 30, 2003 among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.198 of the Registrant’s Form S-3 Registration Statement No. 333-109906, filed on October 22, 2003) | |
| 4.9 | 6 7/8% Senior Notes Due 2013 Third Supplemental Indenture, dated as of February 24, 2004, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.211 of the Registrant’s Form S-3/A Registration Statement No. 333-109906, filed on March 4, 2004) |
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| Exhibit | ||
| No. | Description of Exhibit | |
| 4.10 | 6 7/8% Senior Notes Due 2013 Fourth Supplemental Indenture, dated as of April 22, 2004, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.57 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed on August 6, 2004) | |
| 4.11 | 6 7/8% Senior Notes Due 2013 Fifth Supplemental Indenture, dated as of October 18, 2004, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.9 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 16, 2005) | |
| 4.12 | 6 7/8% Senior Notes Due 2013 Sixth Supplemental Indenture dated as of January 20, 2005, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, filed on May 6, 2005) | |
| 4.13 | 6 7/8% Senior Notes Due 2013 Seventh Supplemental Indenture, dated as of September 30, 2005, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (as defined therein) (incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed on November 8, 2005) | |
| 4.14 | 6 7/8% Senior Notes Due 2013 Eighth Supplemental Indenture, dated as of January 20, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.14 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005, filed on March 6, 2006) | |
| 4.15 | 6 7/8% Senior Notes Due 2013 Ninth Supplemental Indenture, dated as of June 13, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 7, 2006) | |
| 4.16 | 6 7/8% Senior Notes Due 2013 Tenth Supplemental Indenture, dated as of June 30, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 7, 2006) | |
| 4.17 | 6 7/8% Senior Notes Due 2013 Eleventh Supplemental Indenture, dated as of September 29, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed on November 7, 2006) | |
| 4.18 | 6 7/8% Senior Notes Due 2013 Twelfth Supplemental Indenture, dated as of November 10, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.18 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 28, 2007) |
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| Exhibit | ||
| No. | Description of Exhibit | |
| 4.19 | 6 7/8% Senior Notes Due 2013 Thirteenth Supplemental Indenture, dated as of January 31, 2007, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.19 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 28, 2007) | |
| 4.20 | 6 7/8% Senior Notes Due 2013 Fourteenth Supplemental Indenture, dated as of June 14, 2007, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, filed on August 8, 2007) | |
| 4.21 | 6 7/8% Senior Notes Due 2013 Fifteenth Supplemental Indenture, dated as of November 14, 2007, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.21 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 28, 2008) | |
| 4.22 | 6 7/8% Senior Notes Due 2013 Eighteenth Supplemental Indenture, dated as of March 13, 2010, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.4 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed on May 8, 2009) | |
| 4.23 | 5 7/8% Senior Notes Due 2016 Indenture dated as of March 19, 2003 between the Registrant and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.12 of the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2004, filed on May 10, 2004) | |
| 4.24 | 5 7/8% Senior Notes Due 2016 First Supplemental Indenture dated as of March 23, 2004 between the Registrant and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K dated March 23, 2004) | |
| 4.25 | 5 7/8% Senior Notes Due 2016 Second Supplemental Indenture, dated as of April 22, 2004, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.58 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed on August 6, 2004) | |
| 4.26 | 5 7/8% Senior Notes Due 2016 Third Supplemental Indenture, dated as of October 18, 2004, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.13 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 16, 2005) | |
| 4.27 | 5 7/8% Senior Notes Due 2016 Fourth Supplemental Indenture, dated as of January 20, 2005, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, filed on May 6, 2005) | |
| 4.28 | 5 7/8% Senior Notes Due 2016 Fifth Supplemental Indenture, dated as of September 30, 2005, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed on November 8, 2005) |
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| Exhibit | ||
| No. | Description of Exhibit | |
| 4.29 | 5 7/8% Senior Notes Due 2016 Sixth Supplemental Indenture, dated as of January 20, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.21 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005, filed on March 6, 2006) | |
| 4.30 | 5 7/8% Senior Notes Due 2016 Seventh Supplemental Indenture, dated as of June 13, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.3 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 7, 2006) | |
| 4.31 | 5 7/8% Senior Notes Due 2016 Eighth Supplemental Indenture, dated as of June 30, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.4 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 7, 2006) | |
| 4.32 | 5 7/8% Senior Notes Due 2016 Ninth Supplemental Indenture, dated as of September 29, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed on November 7, 2006) | |
| 4.33 | 5 7/8% Senior Notes Due 2016 Twelfth Supplemental Indenture, dated as of November 10, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.30 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 28, 2007) | |
| 4.34 | 5 7/8% Senior Notes Due 2016 Fifteenth Supplemental Indenture, dated as of January 31, 2007, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.31 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 28, 2007) | |
| 4.35 | 5 7/8% Senior Notes Due 2016 Eighteenth Supplemental Indenture, dated as of June 14, 2007, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, filed on August 8, 2007) | |
| 4.36 | 5 7/8% Senior Notes Due 2016 Twenty-First Supplemental Indenture, dated as of November 14, 2007, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.35 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 28, 2008) | |
| 4.37 | 5 7/8% Senior Notes Due 2016 Thirtieth Supplemental Indenture, dated as of March 13, 2010, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 7, 2010) | |
| 4.38 | 7 3/8% Senior Notes due 2016 Tenth Supplemental Indenture, dated as of October 12, 2006 among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed October 13, 2006) |
Table of Contents
| Exhibit | ||
| No. | Description of Exhibit | |
| 4.39 | 7 3/8% Senior Notes due 2016 Thirteenth Supplemental Indenture, dated as of November 10, 2006 among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.33 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 28, 2007) | |
| 4.40 | 7 3/8% Senior Notes due 2016 Sixteenth Supplemental Indenture, dated as of January 31, 2007 among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.34 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 28, 2007) | |
| 4.41 | 7 3/8% Senior Notes due 2016 Nineteenth Supplemental Indenture, dated as of June 14, 2007 among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.3 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, filed on August 8, 2007) | |
| 4.42 | 7 3/8% Senior Notes due 2016 Twenty-Second Supplemental Indenture, dated as of November 14, 2007 among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.40 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 28, 2008) | |
| 4.43 | 7 3/8% Senior Notes due 2016 Thirty-First Supplemental Indenture, dated as of March 13, 2009, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed on May 8, 2009) | |
| 4.44 | 7 7/8% Senior Notes due 2026 Eleventh Supplemental Indenture, dated as of October 12, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K, filed on October 13, 2006) | |
| 4.45 | 7 7/8% Senior Notes due 2026 Fourteenth Supplemental Indenture, dated as of November 10, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.36 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 28, 2007) | |
| 4.46 | 7 7/8% Senior Notes due 2026 Seventeenth Supplemental Indenture, dated as of January 31, 2007, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.37 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 28, 2007) | |
| 4.47 | 7 7/8% Senior Notes due 2026 Twentieth Supplemental Indenture, dated as of June 14, 2007, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.4 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, filed on August 8, 2007) | |
| 4.48 | 7 7/8% Senior Notes due 2026 Twenty-Third Supplemental Indenture, dated as of November 14, 2007, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.45 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 28, 2008) |
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| Exhibit | ||
| No. | Description of Exhibit | |
| 4.49 | 7 7/8% Senior Notes due 2026 Thirty-Second Supplemental Indenture, dated as of March 13, 2009, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.3 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed on May 8, 2009) | |
| 4.50 | Subordinated Indenture, dated as of December 20, 2006, between the Registrant and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed on December 20, 2006) | |
| 4.51 | 4.75% Convertible Junior Subordinated Debentures Due 2066 First Supplemental Indenture, dated as December 20, 2006, among the Registrant and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K, filed on December 20, 2006) | |
| 4.52 | Capital Replacement Covenant dated December 19, 2006 (Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K, filed on December 20, 2006) | |
| 4.53 | Notice of Adjustment of Conversion Rate of 4.75% Convertible Junior Subordinated Debentures Due 2066, dated November 26, 2007 (Incorporated by reference to Exhibit 4.49 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 28, 2008) | |
| 4.54 | Notice of Adjustment of Conversion Rate of 4.75% Convertible Junior Subordinated Debentures Due 2066, dated February 8, 2009 (Incorporated by reference to Exhibit 4.5 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed on May 8, 2009) | |
| 4.55 | Form of Senior Security (Incorporated by reference to Exhibit 4.24 of the Registrant’s Registration Statement on Form S-3 filed on July 28, 2006) | |
| 4.56 | Form of Subordinated Security (included in Exhibit 4.50) | |
| 4.57** | Form of Warrant Agreement | |
| 4.58** | Form of preferred stock share certificate | |
| 5 | Opinion of Simpson Thacher & Bartlett LLP | |
| 12* | Computation in support of ratio of earnings to fixed charges | |
| 23.1* | Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5) | |
| 23.2 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | |
| 24* | Power of Attorney (included on signature pages) | |
| 25* | Form T-1 statement of eligibility and qualification under the Trust Indenture Act of 1939 of U.S. Bank National Association as trustee under the indenture with respect to the senior debt securities | |
| 26* | Form T-1 statement of eligibility and qualification under the Trust Indenture Act of 1939 of U.S. Bank National Association as trustee under the indenture with respect to the subordinated debt securities |
| * | Previously filed as an exhibit to the Registration Statement. |
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| ** | To be filed by amendment or as an exhibit to a document to be incorporated by reference herein |
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
| (1) | To file, during any period in which offers or sales are being made, a post effective amendment to this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”); | ||
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and | ||
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
| Provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement. | |||
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | ||
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. | ||
| (4) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
| (i) | Each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
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| (ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
| (5) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; | ||
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; | ||
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and | ||
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (6) | That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | ||
| (7) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing |
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| provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri as of June 1, 2010.
| PEABODY ENERGY CORPORATION | ||||
| By: | * | |||
| Gregory H. Boyce | ||||
| Chairman and Chief Executive Officer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | Chairman and Chief Executive Officer (Principal Executive Officer) | |
| * | Executive Vice President and Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
| * | Director | |
| William A. Coley | ||
| * | Director | |
| William E. James | ||
| * | Director | |
| Robert B. Karn III | ||
| * | Director | |
| M. Frances Keeth | ||
| * | Director | |
| Henry E. Lentz | ||
| * | Director | |
| Robert A. Malone | ||
| * | Director | |
| William C. Rusnack | ||
| * | Director | |
| John F. Turner |
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| Signature | Title | |
| * | Director | |
| Sandra Van Trease | ||
| * | Director | |
| Alan H. Washkowitz |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| AMERICAN LAND DEVELOPMENT, LLC By: PEABODY INVESTMENTS CORP., its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Richard A. Navarre | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| AMERICAN LAND HOLDINGS OF COLORADO, LLC By: AMERICAN LAND DEVELOPMENT, LLC, its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Richard A. Navarre | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| AMERICAN LAND HOLDINGS OF ILLINOIS, LLC By: AMERICAN LAND DEVELOPMENT, LLC, its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Richard A. Navarre | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| AMERICAN LAND HOLDINGS OF INDIANA, LLC | ||||
| By: | AMERICAN LAND DEVELOPMENT, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
* | Senior Vice President and Treasurer |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| AMERICAN LAND HOLDINGS OF KENTUCKY, LLC | ||||||||
| By: | AMERICAN LAND DEVELOPMENT, LLC, | |||||||
| its Sole Member | ||||||||
| By: | * | |||||||
| Walter L. Hawkins, Jr. | ||||||||
| Senior Vice President and Treasurer | ||||||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
* | Senior Vice President and Treasurer |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| AMERICAN LAND HOLDINGS OF WEST VIRGINIA, LLC | ||||||||
| By: | AMERICAN LAND DEVELOPMENT, LLC, | |||||||
| its Sole Member | ||||||||
| By: | * | |||||||
| Walter L. Hawkins, Jr. | ||||||||
| Senior Vice President and Treasurer | ||||||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
* | Senior Vice President and Treasurer |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| ARID OPERATIONS, INC. | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
* | Senior Vice President and Treasurer |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| BIG RIDGE, INC. | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President and Director | |
* | Senior Vice President and Treasurer | |
* | Director | |
* | Director |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| BIG SKY COAL COMPANY | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President and Director | |
| * | Senior Vice President and Treasurer | |
| * | Director | |
| * | Director |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| BLACK HILLS MINING COMPANY, LLC | ||||
| By: | PEABODY MIDWEST OPERATIONS, LLC its Sole Member | |||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President and Treasurer |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| BTU EMPIRE COMPANY, LLC | ||||
| By: | PEABODY COLORDO OPERATIONS, LLC, its Sole Member | |||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President and Treasurer |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| BTU WESTERN RESOURCES, INC. | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President and Director | |
| * | Senior Vice President, Treasurer and Director | |
| * | Director |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| CABALLO COAL, LLC | ||||
| By: | POWDER RIVER COAL, LLC, its Sole Member | |||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President and Director | |
| * | Senior Vice President, Treasurer and Director | |
| * | Director |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| CABALLO GRANDE, LLC | ||||
| By: | PEABODY ELECTRICITY, LLC, | |||
| its Sole Member | ||||
| By: | /s/ WALTER L. HAWKINS, JR. | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and/or officers whose signature appears below hereby constitutes and appoints Gregory H. Boyce, Richard A. Navarre, Michael C. Crews, Alexander C. Schoch and Kenneth L. Wagner, or any one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and does hereby grant unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| /s/ DIANNA K. TICKNER | President | |
| Dianna K. Tickner | ||
| /s/ WALTER L. HAWKINS, JR. | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| CASEYVILLE DOCK COMPANY, LLC | ||||
| By: | PEABODY MIDWEST OPERATIONS, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Charles A. Burggraf | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| CENTRAL STATES COAL RESERVES OF ILLINOIS, LLC | ||||
| By: | AMERICAN LAND HOLDINGS OF | |||
| ILLINOIS, LLC, | ||||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Richard A. Navarre | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| CENTRAL STATES COAL RESERVES OF INDIANA, LLC | ||||
| By: | AMERICAN LAND HOLDINGS OF INDIANA, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Richard A. Navarre | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| CENTURY MINERAL RESOURCES, INC. | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President and Director | |
| Richard A. Navarre | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. | ||
| * | Director | |
| Terry L. Bethel |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| COAL RESERVES HOLDING LIMITED LIABILITY COMPANY NO. 1, | ||||
| By: | COTTONWOOD LAND COMPANY, | |||
| its Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
| By: | CENTRAL STATES COAL RESRVES OF | |||
| ILLINOIS, LLC, its Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Richard A. Navarre | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| COALSALES II, LLC | ||||
| By: | PEABODY COALSALES, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Bryan A. Galli | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| COLORADO YAMPA COAL COMPANY | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Walter J. Scheller III | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. | ||
| * | Director | |
| Richard A. Navarre | ||
| * | Director | |
| Kemal Williamson |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| CONSERVANCY RESOURCES, LLC | ||||
| By: | PEABODY INVESTMENTS CORP., | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Richard A. Navarre | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| COTTONWOOD LAND COMPANY | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President and Director | |
| Richard A. Navarre | ||
| * | Senior Vice President, Treasurer, | |
| Walter L. Hawkins, Jr. | and Director |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| CYPRUS CREEK LAND COMPANY | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President and Director | |
| Richard A. Navarre | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. | ||
| * | Director | |
| James C. Sevem | ||
| * | Director | |
| Terry L. Bethel |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| CYPRUS CREEK LAND RESOURCES, LLC | ||||||
| By: | AMERICAN LAND DEVELOPMENT, LLC, its Sole Member | |||||
| By: | * Senior Vice President and Treasurer | |||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President and Treasurer | |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| DYSON CREEK COAL COMPANY, LLC | ||||||
| By: | AMERICAN LAND DEVELOPMENT, LLC, its Sole Member | |||||
| By: | * | |||||
| Senior Vice President and Treasurer | ||||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
* | Senior Vice President and Treasurer |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| DYSON CREEK MINING COMPANY, LLC | ||||||
| By: | PEABODY MIDWEST OPERATIONS, LLC, its Sole Member | |||||
| By: | * | |||||
| Senior Vice President and Treasurer | ||||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
* | Senior Vice President and Treasurer |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| EL SEGUNDO COAL COMPANY, LLC | ||||||
| By: | NEW MEXICO COAL RESOURCES, LLC, its Sole Member | |||||
| By: | * | |||||
| Senior Vice President and Treasurer | ||||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
* | Senior Vice President and Treasurer |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| ELKLAND HOLDINGS, LLC | ||||||
| By: | PEABODY HOLDING COMPANY, LLC, its Sole Member | |||||
| By: | * | |||||
| Senior Vice President and Treasurer | ||||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
* | Senior Vice President and Treasurer |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| FALCON COAL COMPANY, LLC | ||||||
| By: | PEABODY MIDWEST MINING, LLC, its Sole Member | |||||
| By: | * | |||||
| Senior Vice President and Treasurer | ||||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
* | Senior Vice President and Treasurer |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| GALLO FINANCE COMPANY | ||||||
| By: | * | |||||
| Senior Vice President and Treasurer | ||||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
* | Senior Vice President and Treasurer | |
* | Director | |
* | Director |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| GOLD FIELDS CHILE, LLC | ||||||
| By: | GOLD FIELDS MINING, LLC, its Sole Member | |||||
| By: | * | |||||
| Senior Vice President and Treasurer | ||||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
* | Senior Vice President and Treasurer |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| GOLD FIELDS MINING, LLC | ||||
| By: | PEABODY INVESTMENTS CORP., | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President and Director | |
| * | Senior Vice President and Treasurer | |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| GOLD FIELDS ORTIZ, LLC | ||||
| By: | GOLD FIELDS MINING, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
* | Senior Vice President and Treasurer |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| HAYDEN GULCH TERMINAL, LLC | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President and Treasurer | |
| * | Director | |
* | Director |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| HIGHWALL MINING SERVICES COMPANY | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President and Director | |
| * | Senior Vice President and Treasurer | |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| HILLSIDE RECREATIONAL LANDS, LLC | ||||
| By: | AMERICAN LAND HOLDINGS OF ILLINOIS, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President and Treasurer | |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| HMC MINING, LLC | ||||
| By: | PEABODY INVESTMENTS CORP., | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Richard A. Navarre | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| ILLINOIS LAND HOLDINGS, LLC | ||||
| By: | AMERICAN LAND HOLDINGS OF ILLINOIS, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Richard A. Navarre | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| INDEPENDENCE MATERIAL HANDLING, LLC | ||||
| BY: | AMERICAN LAND DEVELOPMENT, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Richard A. Navarre | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| JAMES RIVER COAL TERMINAL, LLC | ||||
| BY: | PEABODY TERMINALS, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Bryan A. Galli | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| JUNIPER COAL COMPANY | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President and Director | |
| Richard A. Navarre | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. | ||
| * | Director | |
| Terry L. Bethel |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| KAYENTA MOBILE HOME PARK, INC. | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Guy B. Brown | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. | ||
| * | Director | |
| Richard A. Navarre | ||
| * | Director | |
| Kemal Williamson |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| KENTUCKY SYNGAS, LLC | ||||
| By: | PEABODY ELECTRICITY, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Charles F. Meintjes | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| LIVELY GROVE ENERGY, LLC | ||||
| By: PEABODY ELECTRICITY, LLC, its Sole Member | ||||
| By: | /s/ WALTER L. HAWKINS, JR. | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and/or officers whose signature appears below hereby constitutes and appoints Gregory H. Boyce, Richard A. Navarre, Michael C. Crews, Alexander C. Schoch and Kenneth L. Wagner, or any one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and does hereby grant unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| /s/ DIANNA K. TICKNER | President | |
| /s/ WALTER L. HAWKINS, JR. | Senior Vice President and Treasurer |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| LIVELY GROVE ENERGY PARTNERS, LLC | ||||
| By: PEABODY ELECTRICITY, LLC, its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President and Treasurer |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| MARIGOLD ELECTRICITY, LLC | ||||
| By: PEABODY INVESTMENTS CORP., its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President and Treasurer |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| MIDCO SUPPLY AND EQUIPMENT COMPANY | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President and Director | |
| Christopher J. Hagedorn | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. | ||
| * | Director | |
| Richard A. Navarre |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| MIDWEST COAL ACQUISITION CORP. | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
| Charles A. Burggraf | ||
* | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. | ||
* | Director | |
| Richard A. Navarre | ||
* | Director | |
| Kemal Williamson |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| MIDWEST COAL RESERVES OF ILLINOIS, LLC | ||||
| By: | AMERICAN LAND HOLDINGS OF ILLINOIS, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
| Richard A. Navarre | ||
* | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| MIDWEST COAL RESERVES OF INDIANA, LLC | ||||
| By: | AMERICAN LAND HOLDINGS OF INDIANA, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
| Richard A. Navarre | ||
* | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| MUSTANG ENERGY COMPANY, LLC | ||||
| By: | PEABODY ELECTRICITY, LLC, its Sole Member | |||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
* | Senior Vice President and Treasurer |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| NEW MEXICO COAL RESOURCES, LLC | ||||
| By: | PEABODY INVESTMENTS CORP., its Sole Member | |||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
* | Senior Vice President and Treasurer |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY AMERICA, INC. | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
| Guy B. Brown | ||
* | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. | ||
* | Director | |
| Richard A. Navarre | ||
* | Director | |
| Kemal Williamson |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY ARCHVEYOR, LLC | ||||||
| By: | PEABODY INVESTMENTS CORP., | |||||
| its Sole Member | ||||||
| By: | * | |||||
| Senior Vice President and Treasurer | ||||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
| Richard A. Navarre | ||
* | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY ARCLAR MINING, LLC | ||||
| By: | PEABODY MIDWEST MINING, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Mark Cavinder | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY BEAR RUN MINING, LLC | ||||
| By: | PEABODY MIDWEST OPERATIONS, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Kemal Williamson | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY BEAR RUN SERVICES, LLC | ||||
| By: | PEABODY MIDWEST SERVICES, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Kemal Williamson | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | |||||
| Attorney-in-fact | |||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY CARDINAL GASIFICATION, LLC | ||||
| By: | PEABODY ELECTRICITY, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Charles F. Meintjes | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY COALSALES, LLC By: PEABODY INVESTMENTS CORP., its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President and Treasurer |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY COALTRADE INTERNATIONAL (CTI), LLC | ||||
| By: | PEABODY INVESTMENTS CORP., | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President and Treasurer |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY COALTRADE, LLC | ||||
| By: | PEABODY INVESTMENTS CORP., | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President and Treasurer |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY COLORADO OPERATIONS, LLC | ||||
| By: | PEABODY OPERATIONS HOLDING, LLC | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President and Treasurer |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY COLORADO SERVICES, LLC | ||||
| By: | PEABODY SERVICES HOLDING, LLC | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President and Treasurer |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY COULTERVILLE MINING, LLC | ||||||
| BY: | MIDWEST COAL ACQUISITION CORP., | |||||
| its Sole Member | ||||||
| By: | * | |||||
| Senior Vice President and Treasurer | ||||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
| Charles A. Burggraf | ||
* | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Kenneth L. Wagner | ||||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY DEVELOPMENT COMPANY, LLC | ||||||
| By: | PEABODY HOLDING COMPANY, LLC, | |||||
| its Sole Member | ||||||
| By: | * | |||||
| Senior Vice President and Treasurer | ||||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
| Richard A. Navarre | ||
* | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY ELECTRICITY, LLC | ||||||
| By: | PEABODY INVESTMENTS CORP., | |||||
| its Sole Member | ||||||
| By: | * | |||||
| Senior Vice President and Treasurer | ||||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
| Charles F. Meintjes | ||
* | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY EMPLOYMENT SERVICES, LLC | ||||
| By: | /s/ WALTER L. HAWKINS, JR. | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and/or officers whose signature appears below hereby constitutes and appoints Gregory H. Boyce, Richard A. Navarre, Michael C. Crews, Alexander C. Schoch and Kenneth L. Wagner, or any one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and does hereby grant unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| /s/ L. BRENT STOTTLEMYRE | President | |
| /s/ WALTER L. HAWKINS, JR. | Senior Vice President and Treasurer |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY ENERGY GENERATION HOLDING COMPANY | |||||
| By: | * | ||||
| Walter L. Hawkins, Jr. | |||||
| Senior Vice President and Treasurer | |||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President and Director | |
| Charles F. Meintjes | ||
* | Senior Vice President, Treasurer and Director | |
| Walter L. Hawkins, Jr. | ||
* | Director | |
| Richard A. Navarre |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY ENERGY INVESTMENTS, INC. | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Dianna K. Tickner | ||
* | Senior Vice President, Treasurer and Director | |
| Walter L. Hawkins, Jr. | ||
* | Director | |
| Richard A. Navarre | ||
* | Director | |
| Charles F. Meintjes |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY ENERGY SOLUTIONS, INC. | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President and Director | |
| Bryan A. Galli | ||
* | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. | ||
* | Director | |
| Richard A. Navarre |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY GATEWAY NORTH MINING, LLC | ||||||
| By: | PEABODY MIDWEST OPERATIONS, LLC | |||||
| its Sole Member | ||||||
| By: | /s/ WALTER L. HAWKINS, JR. | |||||
| Senior Vice President and Treasurer | ||||||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and/or officers whose signature appears below hereby constitutes and appoints Gregory H. Boyce, Richard A. Navarre, Michael C. Crews, Alexander C. Schoch and Kenneth L. Wagner, or any one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and does hereby grant unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
/s/ CHARLES A. BURGGRAF | President | |
| Charles A. Burggraf | ||
/s/ WALTER L. HAWKINS, JR. | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY GATEWAY SERVICES, LLC | ||||||
| By: | PEABODY MIDWEST SERVICES, LLC, | |||||
| its Sole Member | ||||||
| By: | * | |||||
| Walter L. Hawkins, Jr. Senior Vice President and Treasurer | ||||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
| Kemal Williamson | ||
* | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY HOLDING COMPANY, LLC | |||||
| By: | PEABODY INVESTMENTS CORP., | ||||
| its Sole Member | |||||
| By: | * | ||||
| Walter L. Hawkins, Jr. | |||||
| Senior Vice President and Treasurer | |||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
| Gregory H. Boyce | ||
* | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY ILLINOIS SERVICES, LLC | ||||||
| By: | PEABODY MIDWEST SERVICES, LLC, | |||||
| its Sole Member | ||||||
| By: | * | |||||
| Walter L. Hawkins, Jr. Senior Vice President and Treasurer | ||||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
| Kemal Williamson | ||
* | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY INDIANA SERVICES, LLC | ||||||
| By: | PEABODY MIDWEST SERVICES, LLC, | |||||
| its Sole Member | ||||||
| By: | * | |||||
| Walter L. Hawkins, Jr. Senior Vice President and Treasurer | ||||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
| Kemal Williamson | ||
* | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY INTERNATIONAL INVESTMENTS, INC. | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President and Director | |
| Richard A. Navarre | ||
* | Senior Vice President, Treasurer and Director | |
| Walter L. Hawkins, Jr. | ||
* | Director | |
| Paul T. Demzik |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri as of June 1, 2010.
| PEABODY INTERNATIONAL SERVICES, INC. | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
| Julie A. Nadolny | ||
* | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. | ||
* | Director | |
| Sharon D. Fiehler | ||
* | Director | |
| Richard A. Navarre |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY INVESTMENTS CORP. | ||||
| By: | * | |||
| Gregory H. Boyce | ||||
| Chairman and Chief Executive Officer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | Chairman and Chief Executive Officer | |
| Gregory H. Boyce | ||
* | Executive Vice President and Chief Financial Officer | |
| Michael C. Crews | ||
* | Director | |
| Richard A. Navarre | ||
* | Director | |
| Eric Ford |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY MIDWEST MANAGEMENT SERVICES, LLC | ||||||||||
| By: | PEABODY MIDWEST SERVICES, LLC | |||||||||
| its Sole Member | ||||||||||
| By: | * | |||||||||
| Walter L. Hawkins, Jr. | ||||||||||
| Senior Vice President and Treasurer | ||||||||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
| Kemal Williamson | ||
* | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY MIDWEST MINING, LLC | ||||||
| By: | PEABODY MIDWEST OPERATIONS, LLC | |||||
| Its Sole Member | ||||||
| By: | * | |||||
| Walter L. Hawkins, Jr. | ||||||
| Senior Vice President and Treasurer | ||||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
| Charles A. Burggraf | ||
* | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY MIDWEST OPERATIONS, LLC | ||||||
| By: | PEABODY OPERATIONS HOLDING, LLC, | |||||
| its Sole Member | ||||||
| By: | * | |||||
| Senior Vice President and Treasurer | ||||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
| Charles A. Burggraf | ||
* | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY MIDWEST SERVICES, LLC | ||||||
| By: | PEABODY SERVICES HOLDING, LLC, | |||||
| its Sole Member | ||||||
| By: | * | |||||
| Walter L. Hawkins, Jr. | ||||||
| Senior Vice President and Treasurer | ||||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
| Kemal Williamson | ||
* | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY NATURAL GAS, LLC | ||||||
| By: | PEABODY INVESTMENTS CORP., | |||||
| its Sole Member | ||||||
| By: | * | |||||
| Walter L. Hawkins, Jr. | ||||||
| Senior Vice President and Treasurer | ||||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
| Jeane L. Hull | ||
* | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY NATURAL RESOURCES COMPANY | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President and Director | |
| Guy B. Brown | ||
* | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. | ||
* | Director | |
| Richard A. Navarre | ||
* | Director | |
| Kemal Williamson |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010 .
| PEABODY NEW MEXICO SERVICES, LLC | ||||||
| By: | NEW MEXICO COAL RESOURCES, LLC | |||||
| its Sole Member | ||||||
| By: | /s/ WALTER L. HAWKINS, JR. | |||||
| Senior Vice President and Treasurer | ||||||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and/or officers whose signature appears below hereby constitutes and appoints Gregory H. Boyce, Richard A. Navarre, Michael C. Crews, Alexander C. Schoch and Kenneth L. Wagner, or any one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and does hereby grant unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
/s/ GUY B. BROWN | President | |
| Guy B. Brown | ||
/s/ WALTER L. HAWKINS, JR. | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY OPERATIONS HOLDING, LLC | ||||
| By: | PEABODY INVESTMENTS CORP., | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President and Treasurer |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY POWDER RIVER OPERATIONS, LLC | ||||
| By: | PEABODY OPERATIONS HOLDING, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President and Treasurer |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY POWDER RIVER SERVICES, LLC | ||||
| By: | PEABODY WYOMING SERVICES, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Jeane L. Hull | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY POWERTREE INVESTMENTS, LLC | ||||
| By: | PEABODY VENTURE FUND, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President and Treasurer |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY RECREATIONAL LANDS, LLC | ||||
| By: | AMERICAN LAND DEVELOPMENT, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President and Treasurer |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY ROCKY MOUNTAIN MANAGEMENT SERVICES, LLC | ||||
| By: | PEABODY COLORADO SERVICES, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President and Treasurer |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY ROCKY MOUNTAIN SERVICES, LLC | ||||
| By: | PEABODY COLORADO SERVICES, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President and Treasurer |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY SERVICES HOLDING, LLC | ||||
| By: | PEABODY INVESTMENTS CORP., | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President and Treasurer |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY SOUTHWEST, LLC | ||||
| By: | PEABODY NATURAL GAS, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President and Treasurer |
| * | By: | /s/ KENNETH L. WAGNER | ||||
| Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY SOUTHWESTERN COAL COMPANY | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President and Director | |
| * | Senior Vice President and Treasurer | |
| * | Director |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri as of June 1, 2010.
| PEABODY TERMINAL HOLDING COMPANY, INC. | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President and Director | |
| * | Senior Vice President and Treasurer and Director | |
| * | Director |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY TERMINALS, LLC | ||||
| BY: | PEABODY TERMINAL HOLDING COMPANY, INC., | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President and Treasurer |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY TWENTYMILE MINING, LLC | ||||
| By: | PEABODY COLORADO OPERATIONS, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President and Treasurer |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY VENEZUELA COAL CORP. | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President and Director | |
| * | Senior Vice President and Treasurer |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY VENTURE FUND, LLC | ||||
| By: | PEABODY INVESTMENTS CORP., | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President and Treasurer |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY-WATERSIDE DEVELOPMENT, LLC | ||||
| By: | AMERICAN LAND DEVELOPMENT, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Terry L. Bethel | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY WESTERN COAL COMPANY | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President and Director | |
| Guy B. Brown | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. | ||
| * | Director | |
| Richard A. Navarre | ||
| * | Director | |
| Kemal Williamson |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY WILD BOAR MINING, LLC | ||||
| By: | PEABODY MIDWEST OPERATIONS, LLC, its Sole Member | |||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Kemal Williamson | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY WILD BOAR SERVICES, LLC | ||||
| By: | PEABODY MIDWEST SERVICES, LLC, its Sole Member | |||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Kemal Williamson | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEABODY WYOMING SERVICES, LLC | ||||
| By: | PEABODY SERVICES HOLDING, LLC, its Sole Member | |||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Jeane L. Hull | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PEC EQUIPMENT COMPANY, LLC | ||||
| By: | PEABODY INVESTMENTS CORP., its Sole Member | |||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Richard A. Navarre | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| POINT PLEASANT DOCK COMPANY, LLC | ||||
| By: | PEABODY MIDWEST OPERATIONS, LLC, its Sole Member | |||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Richard A. Navarre | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| POND RIVER LAND COMPANY | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President and Director | |
| Richard A. Navarre | ||
| * | Senior Vice President, Treasurer and Director | |
| Walter L. Hawkins, Jr. | ||
| * | Director | |
| James C. Sevem |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PORCUPINE PRODUCTION, LLC | ||||
| By: | PEABODY INVESTMENTS, CORP., its Sole Member | |||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Richard A. Navarre | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| PORCUPINE TRANSPORTATION, LLC | ||||
| By: | PEABODY INVESTMENTS, CORP., its Sole Member | |||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Richard A. Navarre | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| POWDER RIVER COAL, LLC | ||||
| By: | PEABODY POWDER RIVER OPERATIONS, LLC, its Sole Member | |||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Jeane L. Hull | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| RIVERVIEW TERMINAL COMPANY | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President and Director | |
| Stephen L. Miller | ||
| * | Senior Vice President, Treasurer and Director | |
| Walter L. Hawkins, Jr. | ||
| * | Director | |
| Richard A. Navarre |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| SAGE CREEK COAL COMPANY, LLC | ||||
| By: | PEABODY COLORADO OPERATIONS, LLC, its Sole Member | |||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Walter J. Scheller III | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| SAGE CREEK HOLDINGS, LLC | ||||
| By: | AMERICAN LAND HOLDINGS OF COLORADO, LLC, its Sole Member | |||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Richard A. Navarre | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| SCHOOL CREEK COAL COMPANY, LLC | ||||
| By: | PEABODY POWDER RIVER OPERATIONS, LLC, its Sole Member | |||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Jeane L. Hull | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| SCHOOL CREEK COAL RESOURCES, LLC | ||||
| By: | PEABODY POWDER RIVER OPERATIONS, LLC, its Sole Member | |||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Jeane L. Hull | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| SENECA COAL COMPANY, LLC | ||||
| By: | PEABODY COLORADO OPERATIONS, LLC, its Sole Member | |||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| Walter J. Scheller III | ||
| * | Senior Vice President and Treasurer | |
| Walter L. Hawkins, Jr. |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| SHOSHONE COAL CORPORATION | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President and Director | |
* | Senior Vice President and Treasurer | |
* | Director |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
STAR LAKE ENERGY COMPANY, L.L.C. | ||||
| By: | PEABODY ELECTRICITY, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
* | Senior Vice President and Treasurer |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| SUGAR CAMP PROPERTIES, LLC | ||||
| By: | PEABODY MIDWEST MINING, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
* | Senior Vice President and Treasurer |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| THOROUGHBRED GENERATING COMPANY, LLC | ||||
| By: | PEABODY ELECTRICITY, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
* | Senior Vice President and Treasurer |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| �� | ||||
| THOROUGHBRED MINING COMPANY, LLC | ||||
| By: | PEABODY ELECTRICITY, LLC, | |||
| its Sole Member | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
* | President | |
* | Senior Vice President and Treasurer |
| * By: | /s/ KENNETH L. WAGNER | |||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| TWENTYMILE COAL, LLC | ||||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President, Treasurer and Director | |
| * | Director | |
| * | Director |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| WEST ROUNDUP RESOURCES, LLC | ||||
| By: | PEABODY POWDER RIVER OPERATIONS, LLC, its Sole Member | |||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President, Treasurer and Director | |
| * | Director | |
| * | Director |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| WILLIAMS FORK COAL COMPANY, LLC | ||||
| By: | PEABODY COLORADO OPERATIONS, LLC, its Sole Member | |||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President and Treasurer |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on June 1, 2010.
| WYOMING NATURAL GAS, LLC | ||||
| By: | PEABODY NATURAL GAS, LLC, its Sole Member | |||
| By: | * | |||
| Walter L. Hawkins, Jr. | ||||
| Senior Vice President and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 1st day of June, 2010 by the following persons in the capacities indicated:
| Signature | Title | |
| * | President | |
| * | Senior Vice President and Treasurer |
| * | By: | /s/ KENNETH L. WAGNER | ||
| Kenneth L. Wagner | ||||
| Attorney-in-fact | ||||
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EXHIBIT INDEX
| Exhibit | ||
| No. | Description of Exhibit | |
| 1.1** | Form of Underwriting Agreement (Debt) | |
| 1.2** | Form of Underwriting Agreement (Equity) | |
| 1.3** | Form of Underwriting Agreement (Preferred Stock) | |
| 1.4** | Form of Underwriting Agreement (Units) | |
| 1.5** | Form of Underwriting Agreement (Warrants) | |
| 4.1 | Rights Agreement, dated as of July 24, 2002, between the Company and EquiServe Trust Company, N.A., as Rights Agent (which includes the form of Certificate of Designations of Series A Junior Preferred Stock of the Company as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C) (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A, filed on July 24, 2002) | |
| 4.2 | Certificate of Designations of Series A Junior Participating Preferred Stock of the Company, filed with the Secretary of State of the State of Delaware on July 24, 2002 (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 8-A, filed on July 24, 2002) | |
| 4.3 | Certificate of Adjustment delivered by the Registrant to Equiserve Trust Company, NA., as Rights Agent, on March 29, 2005 (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form 8-A filed on March 29, 2005) | |
| 4.4 | Certificate of Adjustment delivered by the Registrant to American Stock Transfer & Trust Company, as Rights Agent, on February 22, 2006 (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form 8-A filed on February 22, 2006) | |
| 4.5 | Specimen of stock certificate representing the Registrant’s common stock, $.01 par value (incorporated by reference to Exhibit 4.13 of the Registrant’s Form S-1/A Registration Statement No. 333-55412, filed on May 1, 2001) | |
| 4.6 | 6 7/8% Senior Notes Due 2013 Indenture dated as of March 21, 2003 between the Registrant and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.27 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, filed on May 13, 2003) | |
| 4.7 | 6 7/8% Senior Notes Due 2013 First Supplemental Indenture dated as of May 7, 2003 among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 of the Registrant’s Form S-4 Registration Statement No. 333-106208, filed on June 17, 2003) | |
| 4.8 | 6 7/8% Senior Notes Due 2013 Second Supplemental Indenture dated as of September 30, 2003 among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.198 of the Registrant’s Form S-3 Registration Statement No. 333-109906, filed on October 22, 2003) |
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| Exhibit | ||
| No. | Description of Exhibit | |
| 4.9 | 6 7/8% Senior Notes Due 2013 Third Supplemental Indenture, dated as of February 24, 2004, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.211 of the Registrant’s Form S-3/A Registration Statement No. 333-109906, filed on March 4, 2004) | |
| 4.10 | 6 7/8% Senior Notes Due 2013 Fourth Supplemental Indenture, dated as of April 22, 2004, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.57 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed on August 6, 2004) | |
| 4.11 | 6 7/8% Senior Notes Due 2013 Fifth Supplemental Indenture, dated as of October 18, 2004, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.9 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 16, 2005) | |
| 4.12 | 6 7/8% Senior Notes Due 2013 Sixth Supplemental Indenture dated as of January 20, 2005, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, filed on May 6, 2005) | |
| 4.13 | 6 7/8% Senior Notes Due 2013 Seventh Supplemental Indenture, dated as of September 30, 2005, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (as defined therein) (incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed on November 8, 2005) | |
| 4.14 | 6 7/8% Senior Notes Due 2013 Eighth Supplemental Indenture, dated as of January 20, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.14 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005, filed on March 6, 2006) | |
| 4.15 | 6 7/8% Senior Notes Due 2013 Ninth Supplemental Indenture, dated as of June 13, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 7, 2006) | |
| 4.16 | 6 7/8% Senior Notes Due 2013 Tenth Supplemental Indenture, dated as of June 30, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 7, 2006) | |
| 4.17 | 6 7/8% Senior Notes Due 2013 Eleventh Supplemental Indenture, dated as of September 29, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed on November 7, 2006) |
Table of Contents
| Exhibit | ||
| No. | Description of Exhibit | |
| 4.18 | 6 7/8% Senior Notes Due 2013 Twelfth Supplemental Indenture, dated as of November 10, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.18 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 28, 2007) | |
| 4.19 | 6 7/8% Senior Notes Due 2013 Thirteenth Supplemental Indenture, dated as of January 31, 2007, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.19 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 28, 2007) | |
| 4.20 | 6 7/8% Senior Notes Due 2013 Fourteenth Supplemental Indenture, dated as of June 14, 2007, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, filed on August 8, 2007) | |
| 4.21 | 6 7/8% Senior Notes Due 2013 Fifteenth Supplemental Indenture, dated as of November 14, 2007, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.21 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 28, 2008) | |
| 4.22 | 6 7/8% Senior Notes Due 2013 Eighteenth Supplemental Indenture, dated as of March 13, 2009, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.4 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed on May 8, 2009) | |
| 4.23 | 5 7/8% Senior Notes Due 2016 Indenture dated as of March 19, 2003 between the Registrant and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.12 of the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2004, filed on May 10, 2004) | |
| 4.24 | 5 7/8% Senior Notes Due 2016 First Supplemental Indenture dated as of March 23, 2004 between the Registrant and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K dated March 23, 2004) | |
| 4.25 | 5 7/8% Senior Notes Due 2016 Second Supplemental Indenture, dated as of April 22, 2004, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.58 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed on August 6, 2004) | |
| 4.26 | 5 7/8% Senior Notes Due 2016 Third Supplemental Indenture, dated as of October 18, 2004, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.13 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 16, 2005) | |
| 4.27 | 5 7/8% Senior Notes Due 2016 Fourth Supplemental Indenture, dated as of January 20, 2005, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, filed on May 6, 2005) |
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| Exhibit | ||
| No. | Description of Exhibit | |
| 4.28 | 5 7/8% Senior Notes Due 2016 Fifth Supplemental Indenture, dated as of September 30, 2005, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed on November 8, 2005) | |
| 4.29 | 5 7/8% Senior Notes Due 2016 Sixth Supplemental Indenture, dated as of January 20, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.21 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005, filed on March 6, 2006) | |
| 4.30 | 5 7/8% Senior Notes Due 2016 Seventh Supplemental Indenture, dated as of June 13, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.3 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 7, 2006) | |
| 4.31 | 5 7/8% Senior Notes Due 2016 Eighth Supplemental Indenture, dated as of June 30, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.4 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 7, 2006) | |
| 4.32 | 5 7/8% Senior Notes Due 2016 Ninth Supplemental Indenture, dated as of September 29, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed on November 7, 2006) | |
| 4.33 | 5 7/8% Senior Notes Due 2016 Twelfth Supplemental Indenture, dated as of November 10, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.30 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 28, 2007) | |
| 4.34 | 5 7/8% Senior Notes Due 2016 Fifteenth Supplemental Indenture, dated as of January 31, 2007, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.31 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 28, 2007) | |
| 4.35 | 5 7/8% Senior Notes Due 2016 Eighteenth Supplemental Indenture, dated as of June 14, 2007, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, filed on August 8, 2007) | |
| 4.36 | 5 7/8% Senior Notes Due 2016 Twenty-First Supplemental Indenture, dated as of November 14, 2007, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.35 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 28, 2008) | |
| 4.37 | 5 7/8% Senior Notes Due 2016 Thirtieth Supplemental Indenture, dated as of March 13, 2010, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 7, 2010) |
Table of Contents
| Exhibit | ||
| No. | Description of Exhibit | |
| 4.38 | 7 3/8% Senior Notes due 2016 Tenth Supplemental Indenture, dated as of October 12, 2006 among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed on October 13, 2006) | |
| 4.39 | 7 3/8% Senior Notes due 2016 Thirteenth Supplemental Indenture, dated as of November 10, 2006 among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.33 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 28, 2007) | |
| 4.40 | 7 3/8% Senior Notes due 2016 Sixteenth Supplemental Indenture, dated as of January 31, 2007 among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.34 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 28, 2007) | |
| 4.41 | 7 3/8% Senior Notes due 2016 Nineteenth Supplemental Indenture, dated as of June 14, 2007 among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.3 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, filed on August 8, 2007) | |
| 4.42 | 7 3/8% Senior Notes due 2016 Twenty-Second Supplemental Indenture, dated as of November 14, 2007 among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.40 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 28, 2008) | |
| 4.43 | 7 3/8% Senior Notes due 2016 Thirty-First Supplemental Indenture, dated as of March 13, 2009, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed on May 8, 2009) | |
| 4.44 | 7 7/8% Senior Notes due 2026 Eleventh Supplemental Indenture, dated as of October 12, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K, filed on October 13, 2006) | |
| 4.45 | 7 7/8% Senior Notes due 2026 Fourteenth Supplemental Indenture, dated as of November 10, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.36 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 28, 2007) | |
| 4.46 | 7 7/8% Senior Notes due 2026 Seventeenth Supplemental Indenture, dated as of January 31, 2007, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.37 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 28, 2007) | |
| 4.47 | 7 7/8% Senior Notes due 2026 Twentieth Supplemental Indenture, dated as of June 14, 2007, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.4 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, filed on August 8, 2007) |
Table of Contents
| Exhibit | ||
| No. | Description of Exhibit | |
| 4.48 | 7 7/8% Senior Notes due 2026 Twenty-Third Supplemental Indenture, dated as of November 14, 2007, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.45 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 28, 2008) | |
| 4.49 | 7 7/8% Senior Notes due 2026 Thirty-Second Supplemental Indenture, dated as of March 13, 2009, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.3 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed on May 8, 2009) | |
| 4.50 | Subordinated Indenture, dated as of December 20, 2006, between the Registrant and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed on December 20, 2006) | |
| 4.51 | 4.75% Convertible Junior Subordinated Debentures Due 2066 First Supplemental Indenture, dated as December 20, 2006, among the Registrant and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K, filed on December 20, 2006) | |
| 4.52 | Capital Replacement Covenant dated December 19, 2006 (Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K, filed on December 20, 2006) | |
| 4.53 | Notice of Adjustment of Conversion Rate of 4.75% Convertible Junior Subordinated Debentures Due 2066, dated November 26, 2007 (Incorporated by reference to Exhibit 4.49 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 28, 2008) | |
| 4.54 | Notice of Adjustment of Conversion Rate of 4.75% Convertible Junior Subordinated Debentures Due 2066, dated February 8, 2009 (Incorporated by reference to Exhibit 4.5 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed on May 8, 2009) | |
| 4.55 | Form of Senior Security (Incorporated by reference to Exhibit 4.24 of the Registrant’s Registration Statement on Form S-3 filed on July 28, 2008) | |
| 4.56 | Form of Subordinated Security (included in Exhibit 4.50) | |
| 4.57** | Form of Warrant Agreement | |
| 4.58** | Form of preferred stock share certificate | |
| 5 | Opinion of Simpson Thacher & Bartlett LLP | |
| 12* | Computation in support of ratio of earnings to fixed charges | |
| 23.1* | Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5) | |
| 23.2 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | |
| 24* | Power of Attorney (included on signature pages) | |
| 25* | Form T-1 statement of eligibility and qualification under the Trust Indenture Act of 1939 of U.S. Bank National Association as trustee under the indenture with respect to the senior debt securities |
Table of Contents
| Exhibit | ||
| No. | Description of Exhibit | |
| 25.2* | Form T-1 statement of eligibility and qualification under the Trust Indenture Act of 1939 of U.S. Bank National Association as trustee under the indenture with respect to the subordinated debt securities |
| * | Previously filed as an exhibit to the Registration Statement | |
| ** | To be filed by amendment or as an exhibit to a document to be incorporated by reference herein |