AMENDMENT NO. 3 TO COAL SUPPLY AGREEMENT

EXHIBIT 10.64

Peabody COALSALES Company
Contract #LGE 02011
Amendment No. 3

AMENDMENT NO. 3 TO COAL SUPPLY AGREEMENT

THIS AMENDMENT NO. 3 TO COAL SUPPLY AGREEMENT (“Amendment No. 3”) is entered into effective as of September 15, 2003, by and between LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky corporation, 220 West Main Street, Louisville, Kentucky 40202 (Buyer”), and PEABODY COALSALES COMPANY, a Delaware corporation, 701 Market Street, Suite 830, St. Louis, Missouri 63101-1826 (“Seller”). In consideration of the agreements herein contained, the parties hereto agree as follows.

1.0 AMENDMENTS

The Agreement heretofore entered into by the parties, dated effective January 1, 2002 and identified by the Contract Number set forth above, as amended by Amendment No. 1 dated effective June 1, 2002, and Amendment No. 2 dated effective January 1, 2003 is hereby further amended as follows, the January 2, 2002 Agreement, as amended by Amendment No. 1, Amendment No. 2, and Amendment No. 3 is hereafter referred to as the “Agreement”:

2.0 QUANTITY

2.1                                  Section 3.1 Quantity, is deleted in its entirety and replaced with the following:

3.1                                  Quantity.

3.1.1 Seller shall sell and deliver and Buyer shall purchase and accept delivery of the following annual quantities of coal and/or coal synfuel:

3.1.2 In the event all or part of the Coal Synfuel quantities set forth in Section 3.1.1 above (i) cannot be unloaded or otherwise handled by Buyer without additional expense to Buyer, or (ii) causes adverse effects on the operation of Buyer’s generating stations (hereinafter referred to as an “Adverse Effect”), without limiting

any of the remedies of Buyer hereunder, Buyer shall have the right to elect to take all or part of such Coal Synfuel tonnage listed above as coal designated as Quality A.

3.1.3 In the event all or part of the Coal Synfuel quantities set forth in Section 3.1.1 above cannot be timely delivered by Seller or otherwise becomes unavailable as a result of the curtailing, reduction and/or ending of production at the Gilbraltar Coal Synfuel facility, Seller shall timely supply all or part of such Coal Synfuel tonnage listed above as coal designated as either Quality A or Quality B, at Seller’s option.

3.0 SOURCE

3.1                                                                                  Section 4.1 Source, is deleted in its entirety and replaced with the following:

4.1                                  Source. The coal sold hereunder, including coal purchased by Seller from third parties, shall be supplied from the geological seams known as the Western Kentucky #9 and #11 seams. Coal designated as Quality A, as defined below, shall be supplied from the mining complex in Union County, Kentucky which is owned and operated by Seller’s affiliated company, Highland Mining Company (“Highland”). Coal designated as Quality B, as defined below, shall be supplied from: (i) the “Patriot Mining Complex” in Henderson